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 June 30, 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 August 12, 2003, there were 76,948,985 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 JUNE 30, 2003

INDEX

		Page
PART I	FINANCIAL INFORMATION
Item 1	Unaudited Consolidated Financial Statements
	United Rentals, Inc. Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 (unaudited)	4
	United Rentals, Inc. Consolidated Statements of Operations for the Six and Three Months Ended June 30, 2003 and 2002 (unaudited)	5
	United Rentals, Inc. Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2003 (unaudited)	6
	United Rentals, Inc. Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002 (unaudited)	7
	United Rentals (North America), Inc. Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 (unaudited)	8
	United Rentals (North America), Inc. Consolidated Statements of Operations for the Six and Three Months Ended June 30, 2003 and 2002 (unaudited)	9
	United Rentals (North America), Inc. Consolidated Statement of Stockholder’s Equity for the Six Months Ended June 30, 2003 (unaudited)	10
	United Rentals (North America), Inc. Consolidated Statements of Cash Flows for the Six Months Ended June 30, 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	29
Item 3	Quantitative and Qualitative Disclosures about Market Risk	44
Item 4	Controls and Procedures	44
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	45
Item 4	Submission of Matters to a Vote of Security Holders	45
Item 6	Exhibits and Reports on Form 8-K	46
	Signatures	48

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 Accuracy of 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, earthmoving 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 pressure 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 underground 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 8.7% in the first half 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 to date the principal end market for rental equipment has been non-residential construction. 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 driven by an end-user market that increasingly recognizes the many advantages of renting equipment rather than owning. Customers recognize that by renting they can:

• avoid the large capital investment required for many 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 technologies without investing in new equipment.

While the construction industry has been the principal user of rental equipment to date, industrial companies, utilities and others are increasingly using rental equipment for plant maintenance, plant turnarounds and other operations 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. This 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 who 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 second quarter of 2003, the sharing of equipment among branches accounted for approximately 12.4%, or $68 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 two 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 who 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 1,753 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 56 district managers and nine regional vice presidents. We believe that our managers are among the most knowledgeable and experienced in the industry, and we empower them—within budgetary guidelines—to make day-to-day decisions concerning branch matters. Senior management closely tracks branch, district and regional performance with extensive systems and controls, including performance benchmarks and detailed monthly operating reviews. The compensation of branch managers and other branch personnel is linked to their branch’s financial performance and return on assets. This incentivizes branch personnel to control costs, optimize pricing, share equipment with other branches and manage fleet efficiently.

3

UNITED RENTALS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2003			December 31, 2002
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	30,403		$	19,231
Accounts receivable, net of allowance for doubtful accounts of $46,450 in 2003 and $48,542 in 2002		488,607			466,196
Inventory		110,488			91,798
Prepaid expenses and other assets		154,111			131,293
Rental equipment, net		1,898,734			1,845,675
Property and equipment, net		419,260			425,352
Goodwill, net		1,727,921			1,705,191
Other intangible assets, net		4,232			5,821
	$	4,833,756		$	4,690,557
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	217,533		$	207,038
Debt		2,586,011			2,512,798
Deferred taxes		230,367			225,587
Accrued expenses and other liabilities		181,109			187,079
Total liabilities		3,215,020			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, 76,942,735 shares issued and outstanding in 2003 and 76,657,521 in 2002		769			765
Additional paid-in capital		1,340,859			1,341,290
Deferred compensation		(42,652	)		(52,988	)
Retained earnings		83,949			69,281
Accumulated other comprehensive income (loss)		9,256			(26,848	)
Total stockholders’ equity		1,392,186			1,331,505
	$	4,833,756		$	4,690,557

See accompanying notes.

4

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Six Months Ended June 30						Three Months Ended June 30
	2003			2002			2003			2002
	(In thousands, except per share data)
Revenues:
Equipment rentals	$	994,035		$	997,881		$	550,387		$	551,593
Sales of rental equipment		76,586			93,773			41,506			54,643
Sales of equipment and merchandise and other revenues		249,286			252,070			136,163			138,523
Total revenues		1,319,907			1,343,724			728,056			744,759
Cost of revenues:
Cost of equipment rentals, excluding depreciation		549,457			510,388			297,053			274,826
Depreciation of rental equipment		163,166			158,610			82,423			80,560
Cost of rental equipment sales		50,948			60,984			27,693			35,852
Cost of equipment and merchandise sales and other operating costs		179,281			181,272			97,821			100,259
Total cost of revenues		942,852			911,254			504,990			491,497
Gross profit		377,055			432,470			223,066			253,262
Selling, general and administrative expenses		208,324			205,020			111,563			106,525
Non-rental depreciation and amortization		33,847			27,738			16,869			13,854
Operating income		134,884			199,712			94,634			132,883
Interest expense		105,376			97,515			54,401			47,532
Preferred dividends of a subsidiary trust		7,362			9,299			3,681			4,605
Other (income) expense, net		(1,608	)		(3,328	)		(1,502	)		(3,048	)
Income before provision for income taxes and cumulative effect of change in accounting principle		23,754			96,226			38,054			83,794
Provision for income taxes		9,086			37,528			14,663			32,680
Income before cumulative effect of change in accounting principle		14,668			58,698			23,391			51,114
Cumulative effect of change in accounting principle, net of tax benefit of $60,529					(288,339	)
Net income (loss)	$	14,668		$	(229,641	)	$	23,391		$	51,114
Earnings (loss) per share—basic:
Income available to common stockholders before cumulative effect of change in accounting principle	$	0.19		$	0.85		$	0.30		$	0.67
Cumulative effect of change in accounting principle, net					(3.84	)
Income (loss) available to common stockholders	$	0.19		$	(2.99	)	$	0.30		$	0.67
Earnings (loss) per share—diluted:
Income available to common stockholders before cumulative effect of change in accounting principle	$	0.16		$	0.65		$	0.25		$	0.51
Cumulative effect of change in accounting principle, net					(2.92	)
Income (loss) available to common stockholders	$	0.16		$	(2.27	)	$	0.25		$	0.51

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 Income (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:
Net income															14,668	$	14,668
Other comprehensive income:
Foreign currency translation adjustments																	33,493		33,493
Derivatives qualifying as hedges, net of tax																	2,611		2,611
Comprehensive income																$	50,772
Issuance of common stock under compensation plans, net of forfeitures					286		4		(431	)		927
Amortization of deferred compensation												9,409
Balance, June 30, 2003	$	3	$	2	76,943	$	769	$	1,340,859		$	(42,652	)	$	83,949			$	9,256

See accompanying notes.

6

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30
	2003			2002
	(In thousands)
Cash Flows From Operating Activities:
Net income (loss)	$	14,668		$	(229,641	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		197,013			186,348
Gain on sales of rental equipment		(25,638	)		(32,789	)
Deferred taxes		4,780			31,796
Amortization of deferred compensation		9,409			5,525
Cumulative effect of change in accounting principle					288,339
Changes in operating assets and liabilities:
Accounts receivable		(22,411	)		(47,884	)
Inventory		(8,369	)		(13,131	)
Prepaid expenses and other assets		(5,721	)		(14,629	)
Accounts payable		10,495			47,869
Accrued expenses and other liabilities		5,916			(52,427	)
Net cash provided by operating activities		180,142			169,376
Cash Flows From Investing Activities:
Purchases of rental equipment		(265,673	)		(303,892	)
Purchases of property and equipment		(23,962	)		(21,564	)
Proceeds from sales of rental equipment		76,586			93,773
In-process acquisition costs					(554	)
Deposits on rental equipment purchases		(12,361	)		(14,375	)
Purchases of other companies		(4,527	)		(160,307	)
Net cash used in investing activities		(229,937	)		(406,919	)
Cash Flows From Financing Activities:
Proceeds from debt		244,446			240,437
Payments of debt		(187,117	)		(41,085	)
Payments of financing costs		(7,517	)		(524	)
Proceeds from the exercise of common stock options					63,759
Shares repurchased and retired					(26,726	)
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchased and retired					(11,480	)
Net cash provided by financing activities		49,812			224,381
Effect of foreign exchange rates		11,155			9,788
Net increase (decrease) in cash and cash equivalents		11,172			(3,374	)
Cash and cash equivalents at beginning of period		19,231			27,326
Cash and cash equivalents at end of period	$	30,403		$	23,952
Supplemental disclosure of cash flow information:
Cash paid for interest	$	111,106		$	107,649
Cash paid for income taxes, net of refunds	$	790		$	1,899
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		$	168,758
Liabilities assumed		(50	)		(10,032	)
		3,264			158,726
Due to seller and other payments		1,263			1,581
Net cash paid	$	4,527		$	160,307

See accompanying notes.

7

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2003			December 31, 2002
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	30,403		$	19,231
Accounts receivable, net of allowance for doubtful accounts of $46,450 in 2003 and $48,542 in 2002		488,607			466,196
Inventory		110,488			91,798
Prepaid expenses and other assets		145,792			122,807
Rental equipment, net		1,898,734			1,845,675
Property and equipment, net		391,886			399,587
Goodwill, net		1,727,921			1,705,191
Other intangible assets, net		4,232			5,821
	$	4,798,063		$	4,656,306
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities:
Accounts payable	$	217,533		$	207,038
Debt		2,586,011			2,512,798
Deferred taxes		230,367			225,587
Accrued expenses and other liabilities		212,297			209,728
Total liabilities		3,246,208			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		(39,234	)		(53,830	)
Accumulated other comprehensive income (loss)		9,256			(26,848	)
Total stockholder’s equity		1,551,855			1,501,155
	$	4,798,063		$	4,656,306

See accompanying notes.

8

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Six Months Ended June 30						Three Months Ended June 30
	2003			2002			2003			2002
	(In thousands)
Revenues:
Equipment rentals	$	994,035		$	997,881		$	550,387		$	551,593
Sales of rental equipment		76,586			93,773			41,506			54,643
Sales of equipment and merchandise and other revenues		249,286			252,070			136,163			138,523
Total revenues		1,319,907			1,343,724			728,056			744,759
Cost of revenues:
Cost of equipment rentals, excluding depreciation		549,457			510,388			297,053			274,826
Depreciation of rental equipment		163,166			158,610			82,423			80,560
Cost of rental equipment sales		50,948			60,984			27,693			35,852
Cost of equipment and merchandise sales and other operating costs		179,281			181,272			97,821			100,259
Total cost of revenues		942,852			911,254			504,990			491,497
Gross profit		377,055			432,470			223,066			253,262
Selling, general and administrative expenses		208,324			205,020			111,563			106,525
Non-rental depreciation and amortization		29,329			23,409			14,884			11,654
Operating income		139,402			204,041			96,619			135,083
Interest expense		105,376			97,515			54,401			47,532
Other (income) expense, net		(1,608	)		(3,328	)		(1,502	)		(3,048	)
Income before provision for income taxes and cumulative effect of change in accounting principle		35,634			109,854			43,720			90,599
Provision for income taxes		13,676			42,843			16,830			35,334
Income before cumulative effect of change in accounting principle		21,958			67,011			26,890			55,265
Cumulative effect of change in accounting principle, net of tax benefit of $60,529					(288,339	)
Net income (loss)	$	21,958		$	(221,328	)	$	26,890		$	55,265

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 Income (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 income						21,958		$	21,958
Other comprehensive income:
Foreign currency translation adjustments									33,493		33,493
Derivatives qualifying as hedges, net of tax									2,611		2,611
Comprehensive income								$	58,062
Dividend distributions to parent						(7,362	)
Balance, June 30, 2003	1,000		$	1,581,833	$	(39,234	)			$	9,256

See accompanying notes.

10

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30
	2003			2002
	(In thousands)
Cash Flows From Operating Activities:
Net income (loss)	$	21,958		$	(221,328	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		192,495			182,019
Gain on sales of rental equipment		(25,638	)		(32,789	)
Deferred taxes		4,780			31,796
Cumulative effect of change in accounting principle					288,339
Changes in operating assets and liabilities:
Accounts receivable		(22,411	)		(47,884	)
Inventory		(8,369	)		(13,131	)
Prepaid expenses and other assets		(2,516	)		(11,100	)
Accounts payable		10,495			47,869
Accrued expenses and other liabilities		13,955			(47,324	)
Net cash provided by operating activities		184,749			176,467
Cash Flows From Investing Activities:
Purchases of rental equipment		(265,673	)		(303,892	)
Purchases of property and equipment		(21,207	)		(19,910	)
Proceeds from sales of rental equipment		76,586			93,773
Deposits on rental equipment purchases		(12,361	)		(14,375	)
Purchases of other companies		(4,527	)		(160,307	)
Net cash used in investing activities		(227,182	)		(404,711	)
Cash Flows From Financing Activities:
Proceeds from debt		244,446			240,437
Payments of debt		(187,117	)		(41,085	)
Payments of financing costs		(7,517	)		(524	)
Capital contributions by parent					63,759
Dividend distributions to parent		(7,362	)		(47,505	)
Net cash provided by financing activities		42,450			215,082
Effect of foreign exchange rates		11,155			9,788
Net increase (decrease) in cash and cash equivalents		11,172			(3,374	)
Cash and cash equivalents at beginning of period		19,231			27,326
Cash and cash equivalents at end of period	$	30,403		$	23,952
Supplemental disclosure of cash flow information:
Cash paid for interest	$	101,902		$	98,350
Cash paid for income taxes, net of refunds	$	790		$	1,899
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		$	168,758
Liabilities assumed		(50	)		(10,032	)
		3,264			158,726
Due to seller and other payments		1,263			1,581
Net cash paid	$	4,527		$	160,307

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 six and three month periods ended June 30, 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 reclassified 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

12

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 apply in the first interim period beginning after June 15, 2003.

The Company leases a portion of its rental equipment under operating leases. Under the accounting standards that were applicable prior to July 1, 2003, neither the equipment subject to these leases nor the lease obligations were reflected on the Company’s balance sheet as of June 30, 2003 or any prior date.

As of July 1, 2003, a substantial portion of the Company’s operating leases were with VIEs and were impacted by FIN 46. In accordance with FIN 46, effective as of July 1, 2003, the Company is required to: (i) record the lease payment obligations under these leases (including any potential liability associated with guarantees of residual value) as a liability on its balance sheet (approximately $320 million), (ii) record the equipment subject to these leases as an asset on its balance sheet based on the carrying amount as of July 1, 2003 (estimated to be in the range of $250 million to $270 million); and (iii) recognize a non-cash expense designated as “cumulative effect of change in accounting principle” equal to the amount by which the additional liabilities recorded in connection with the adoption of FIN 46 exceeds the additional assets so recorded (estimated to be in the range of $50 million to $70 million).

The Company may modify some or all of the above-mentioned operating leases in a manner that would cause the Company to no longer consolidate those leases under FIN 46. Upon the effectiveness of any such lease modification, the lease obligations under such lease (other than any residual guarantee amounts) and the related equipment would cease to be reflected on the Company’s balance sheet.

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.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard requires financial instruments falling within the scope of this standard be classified as liabilities. This standard is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective with the first interim period beginning after June 15, 2003. Upon adoption of this standard, the Company will reclassify its company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust to the liabilities section of the balance sheet.

13

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 June 30, 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 or earlier upon acceleration of vesting. During 2003, the Company accelerated the vesting of approximately 235,000 shares of restricted stock. The following table provides additional information related to the Company’s stock-based compensation arrangements for the six and three months ended June 30, 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):

	Six Months Ended June 30						Three Months Ended June 30
	2003			2002			2003			2002
Net income (loss), as reported	$	14,668		$	(229,641	)	$	23,391		$	51,114
Plus: Stock-based compensation expense included in reported net income (loss), net of tax		5,776			3,370			4,792			1,667
Less: Stock-based compensation expense determined using the fair value method, net of tax		(7,081	)		(5,719	)		(5,441	)		(2,841	)
Pro forma net income (loss)	$	13,363		$	(231,990	)	$	22,742		$	49,940
Basic loss per share:
As reported	$	0.19		$	(2.99	)	$	0.30		$	0.67
Pro forma	$	0.17		$	(3.02	)	$	0.30		$	0.65
Diluted loss per share:
As reported	$	0.16		$	(2.27	)	$	0.25		$	0.51
Pro forma	$	0.14		$	(2.30	)	$	0.24		$	0.50

2.    Acquisitions

During the six months ended June 30, 2003, the Company completed one acquisition and during the year ended December 31, 2002, the Company completed two acquisitions, one of which is further described below. 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.

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 its 2003 purchase 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.

14

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes, on an unaudited pro forma basis, the results of operations of the Company for the six and three months ended June 30, 2002 as though each acquisition which was consummated during the period January 1, 2003 to June 30, 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):

	Six Months Ended June 30, 2002			Three Months Ended June 30, 2002
Revenues	$	1,370,566		$	752,775
Income before cumulative effect of change in accounting principle	$	59,224		$	51,167
Net income (loss)	$	(229,115	)	$	51,167
Basic earnings per share before cumulative effect of change in accounting principle	$	0.86		$	0.67
Basic earnings (loss) per share	$	(2.99	)	$	0.67
Diluted earnings per share before cumulative effect of change in accounting principle	$	0.65		$	0.51
Diluted earnings (loss) per share	$	(2.27	)	$	0.51

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 six and three months ended June 30, 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 six months of 2003 are as follows (in thousands):

Balance at December 31, 2002	$	1,705,191
Foreign currency translation and other adjustments		20,775
Goodwill related to acquisitions		1,955
Balance at June 30, 2003	$	1,727,921

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.”

15

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 as of the annual testing date or at any other date when an indicator of impairment may exist 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 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 June 30, 2003 were $17.1 million and $12.9 million, respectively, and as of December 31, 2002 were $17.0 million and $11.2 million, respectively. Amortization expense of other intangible assets was $1.8 million for the first six months of 2003.

As of June 30, 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	$	1,398
2004		1,655
2005		591
2006		305
2007		175
2008		71
Thereafter		37
	$	4,232

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).

16

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The 2002 plan involved the following principal elements: (i) the closure or consolidation with other locations of 42 underperforming branches and five administrative offices (including 36 closed or consolidated as of June 30, 2003) ($24.6 million); (ii) a reduction of the Company’s workforce by 412 (including 342 terminated as of June 30, 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 $20.9 million as of June 30, 2003, consisting of $1.4 million for the 2001 charge and $19.5 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 $7.2 million (primarily in cash) of the aggregate amount will be paid by December 31, 2003 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 June 30, 2003
Costs to vacate facilities	$	22,258	$	5,031	$	17,227
Workforce reduction costs		3,462		747		2,715
Information technology costs		1,395		391		1,004
	$	27,115	$	6,169	$	20,946

17

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5.    Earnings Per Share

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

	Six Months Ended June 30					Three Months Ended June 30
	2003		2002			2003		2002
Numerator:
Income before cumulative effect of change in accounting principle	$	14,668	$	58,698		$	23,391	$	51,114
Plus: Liquidation preference in excess of amounts paid for convertible preferred securities				5,270
Income available to common stockholders	$	14,668	$	63,968		$	23,391	$	51,114
Denominator:
Denominator for basic earnings per share—weighted-average shares		76,904		74,978			77,025		76,417
Effect of dilutive securities:
Employee stock options		65		2,307			107		2,117
Warrants		490		4,390			910		4,461
Series C perpetual convertible preferred stock		12,000		12,000			12,000		12,000
Series D perpetual convertible preferred stock		5,000		5,000			5,000		5,000
Denominator for diluted earnings per share—adjusted weighted-average shares		94,459		98,675			95,042		99,995
Earnings per share—basic:
Income available to common stockholders before cumulative effect of change in accounting principle	$	0.19	$	0.85		$	0.30	$	0.67
Cumulative effect of change in accounting principle, net				(3.84	)
Income (loss) available to common stockholders	$	0.19	$	(2.99	)	$	0.30	$	0.67
Earnings per share—diluted:
Income available to common stockholders before cumulative effect of change in accounting principle	$	0.16	$	0.65		$	0.25	$	0.51
Cumulative effect of change in accounting principle, net				(2.92	)
Income (loss) available to common stockholders	$	0.16	$	(2.27	)	$	0.25	$	0.51

18

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6.    Financing Transactions

New 10 ³/4% Senior Notes.    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 mature on April 15, 2008 and may be redeemed by URI on or after April 15, 2005, at specified redemption prices that range from 105.375% in 2005 to 100.0% in 2007 and thereafter. In addition, on or prior to April 15, 2004, URI may, at its option, use the proceeds of a public equity offering to redeem up to 35% of the outstanding 2003 10 ³/4% Notes at a redemption price of 110.75%. The indenture governing the 2003 10 ³/4% Notes contains certain restrictive covenants, including limitations on (i) additional indebtedness, (ii) restricted payments, (iii) liens, (iv) dividends and other payments, (v) preferred stock of certain subsidiaries, (vi) transactions with affiliates, (vii) the disposition of proceeds of asset sales and (viii) the Company’s ability to consolidate, merge or sell all or substantially all of its assets. 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.

New Receivables Securitization Facility.    On June 17, 2003, the Company obtained a new accounts receivable securitization facility under which one of its subsidiaries can borrow up to $250 million against a collateral pool of accounts receivable. Upon obtaining this facility, the Company terminated its existing accounts receivable securitization facility.

The borrowings under the new facility and the receivables in the collateral pool are included in the liabilities and assets, respectively, reflected on the Company’s consolidated balance sheet. However, such assets are only available to satisfy the obligations of the borrower subsidiary.

Key terms of this facility include:

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

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

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

• after expiration or early termination of the facility, no new amounts will be advanced under the facility and collections on the receivables securing the facility will be used to repay the outstanding borrowings.

Outstanding borrowing under the facility generally accrue interest at the commercial paper rate plus 1%. However, after expiration or early termination of the facility, outstanding borrowings will accrue interest at 0.5% plus the greater of (i) the prime rate and (ii) the Federal Funds Rate plus 0.5%. The Company is also required to pay a commitment fee of 0.45% per annum in respect of undrawn commitments under the facility. As of June 30, 2003, (i) the outstanding borrowings under the facility were approximately $13.0 million and (ii) the aggregate face amount of the receivables in the collateral pool was approximately $360.2 million.

The agreement governing this facility is scheduled to expire on September 30, 2006. However, the lenders under this facility, at their option, may terminate the facility earlier upon the occurrence of certain events, including: (i) the long-term senior secured debt rating of United Rentals (North America), Inc. or, subject to certain conditions, United Rentals, Inc., is downgraded to be at or below “B” by Standard & Poor’s Rating Services; (ii) the long-term senior unsecured debt rating of United Rentals (North America), Inc. or, subject to

19

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

certain conditions, United Rentals, Inc., is downgraded to be at or below “CCC+” by Standard & Poor’s Rating Services; (iii) the long-term issuer rating of United Rentals (North America), Inc. or, subject to certain conditions, United Rentals, Inc., is downgraded to be at or below “Caa” by Moody’s Investors Service; (iv) the long-term senior implied rating of United Rentals (North America), Inc. or, subject to certain conditions, United Rentals, Inc., is downgraded to be at or below “B3” by Moody’s Investors Service; or (v) either Standard & Poor’s Rating Services or Moody’s Investors Service ceases to provide any such rating.

Interest Rate Swap Agreements.    During the second quarter of 2003, the Company entered into an interest rate swap agreement that converted $100 million of the 2003 10 ³/4% Notes to a floating rate instrument through 2008. Changes in the fair value of this hedge, designated a fair value hedge, and along with an offsetting change in the fair value of the hedged item, are recorded in the statement of operations. There is no ineffectiveness related to this hedge.

7.    Comprehensive Income

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

	Six Months Ended June 30					Three Months Ended June 30
	2003		2002			2003		2002
Net income (loss)	$	14,668	$	(229,641	)	$	23,391	$	51,114
Other comprehensive income (loss):
Foreign currency translation adjustment		33,493		9,788			18,949		10,214
Derivatives qualifying as hedges, net of tax		2,611		124			1,248		(1,042	)
Comprehensive income (loss)	$	50,772	$	(219,729	)	$	43,588	$	60,286

8.    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 does not know at this time the extent to which the actual residual values may be less than the guaranteed residual values and, accordingly, cannot quantify the amount that it will be required to pay, if any, under these guarantees. If the actual 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 $268.8 million. Under the accounting standards that were applicable prior to July 1, 2003, this potential liability was not reflected on the Company’s balance sheet as of June 30, 2003 or any prior date. As described earlier in Note 1, effective July 1, 2003, the liabilities associated with certain of the Company’s operating leases (including any potential liabilities associated with the guarantee of residual value) are required to be recorded as a liability on its balance sheet.

20

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10.    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 June 30, 2003 and December 31, 2002, and for each of the six and three month periods ended June 30, 2003 and 2002, are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows:

CONDENSED CONSOLIDATING BALANCE SHEET

June 30, 2003

	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
	(In thousands)
ASSETS
Cash and cash equivalents							$	24,293		$	6,110					$	30,403
Accounts receivable, net				$	24,164			428,045			36,398						488,607
Intercompany receivable (payable)					625,877			(434,704	)		(191,173	)
Inventory					43,166			61,723			5,599						110,488
Prepaid expenses and other assets					43,373			101,063			1,356		$	8,319			154,111
Rental equipment, net					1,023,569			709,767			165,398						1,898,734
Property and equipment, net	$	27,374			112,914			261,555			17,417						419,260
Investment in subsidiaries		1,591,362			2,306,657									(3,898,019	)
Intangible assets, net					245,518			1,344,019			142,616						1,732,153
	$	1,618,736		$	4,425,238		$	2,495,761		$	183,721		$	(3,889,700	)	$	4,833,756
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable				$	60,608		$	141,629		$	15,296					$	217,533
Debt	$	226,550			2,494,414			27,212			64,385		$	(226,550	)		2,586,011
Deferred taxes					217,393			(805	)		13,779						230,367
Accrued expenses and other liabilities					113,865			90,979			7,453			(31,188	)		181,109
Total liabilities		226,550			2,886,280			259,015			100,913			(257,738	)		3,215,020
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		769															769
Additional paid-in capital		1,340,859			1,581,833			1,901,936			68,395			(3,552,164	)		1,340,859
Deferred compensation		(42,652	)														(42,652	)
Retained earnings		83,949			(39,234	)		334,810			1,516			(297,092	)		83,949
Accumulated other comprehensive income (loss)		9,256			(3,641	)					12,897			(9,256	)		9,256
Total stockholders’ equity		1,392,186			1,538,958			2,236,746			82,808		$	(3,858,512	)		1,392,186
	$	1,618,736		$	4,425,238		$	2,495,761		$	183,721		$	(3,889,700	)	$	4,833,756

21

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

22

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Six Months Ended June 30, 2003
	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	434,984		$	498,895		$	60,156				$	994,035
Sales of rental equipment					34,160			35,638			6,788					76,586
Sales of equipment and merchandise and other revenues					118,254			112,059			18,973					249,286
Total revenues					587,398			646,592			85,917					1,319,907
Cost of revenues:
Cost of equipment rentals, excluding depreciation					216,754			301,116			31,587					549,457
Depreciation of rental equipment					77,948			72,097			13,121					163,166
Cost of rental equipment sales					22,679			24,319			3,950					50,948
Cost of equipment and merchandise sales and other operating costs					85,782			79,376			14,123					179,281
Total cost of revenues					403,163			476,908			62,781					942,852
Gross profit					184,235			169,684			23,136					377,055
Selling, general and administrative expenses					97,067			97,184			14,073					208,324
Non-rental depreciation and amortization	$	4,352			15,137			12,730			1,462	$	166			33,847
Operating income (loss)		(4,352	)		72,031			59,770			7,601		(166	)		134,884
Interest expense		7,362			102,245			1,288			1,843		(7,362	)		105,376
Preferred dividends of a subsidiary trust													7,362			7,362
Other (income) expense, net					5,784			(7,766	)		374					(1,608	)
Income (loss) before provision (benefit) for income taxes		(11,714	)		(35,998	)		66,248			5,384		(166	)		23,754
Provision (benefit) for income taxes		(4,526	)		(13,982	)		25,493			2,165		(64	)		9,086
Income (loss) before equity in net earnings of subsidiaries		(7,188	)		(22,016	)		40,755			3,219		(102	)		14,668
Equity in net earnings of subsidiaries		21,856			43,974								(65,830	)
Net income	$	14,668		$	21,958		$	40,755		$	3,219	$	(65,932	)	$	14,668

23

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Six Months Ended June 30, 2002
	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	427,839		$	521,964		$	48,078					$	997,881
Sales of rental equipment					57,031			27,861			8,881						93,773
Sales of equipment and merchandise and other revenues					121,587			116,528			13,955						252,070
Total revenues					606,457			666,353			70,914						1,343,724
Cost of revenues:
Cost of equipment rentals, excluding depreciation					196,905			288,408			25,075						510,388
Depreciation of rental equipment					73,368			75,077			10,165						158,610
Cost of rental equipment sales					36,474			18,962			5,548						60,984
Cost of equipment and merchandise sales and other operating costs					90,128			80,928			10,216						181,272
Total cost of revenues					396,875			463,375			51,004						911,254
Gross profit					209,582			202,978			19,910						432,470
Selling, general and administrative expenses					90,538			101,896			12,586						205,020
Non-rental depreciation and amortization	$	4,329			11,771			10,287			1,351						27,738
Operating income (loss)		(4,329	)		107,273			90,795			5,973						199,712
Interest expense		9,299			87,591			7,534			2,390		$	(9,299	)		97,515
Preferred dividends of a subsidiary trust														9,299			9,299
Other (income) expense, net					813			(4,838	)		697						(3,328	)
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle		(13,628	)		18,869			88,099			2,886						96,226
Provision (benefit) for income taxes		(5,315	)		7,360			34,188			1,295						37,528
Income (loss) before cumulative effect of change in accounting principle and equity in net earnings of subsidiaries		(8,313	)		11,509			53,911			1,591						58,698
Cumulative effect of change in accounting principle					(86,598	)		(168,078	)		(33,663	)					(288,339	)
Loss before equity in net loss of subsidiaries		(8,313	)		(75,089	)		(114,167	)		(32,072	)					(229,641	)
Equity in net loss of subsidiaries		(221,328	)		(146,239	)								367,567
Net loss	$	(229,641	)	$	(221,328	)	$	(114,167	)	$	(32,072	)	$	367,567		$	(229,641	)

24

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Three Months Ended June 30, 2003
	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	234,266		$	281,755		$	34,366				$	550,387
Sales of rental equipment					17,867			19,723			3,916					41,506
Sales of equipment and merchandise and other revenues					64,422			61,065			10,676					136,163
Total revenues					316,555			362,543			48,958					728,056
Cost of revenues:
Cost of equipment rentals, excluding depreciation					111,745			168,313			16,995					297,053
Depreciation of rental equipment					38,979			36,446			6,998					82,423
Cost of rental equipment sales					11,942			13,400			2,351					27,693
Cost of equipment and merchandise sales and other operating costs					47,000			42,886			7,935					97,821
Total cost of revenues					209,666			261,045			34,279					504,990
Gross profit					106,889			101,498			14,679					223,066
Selling, general and administrative expenses					51,950			52,184			7,429					111,563
Non-rental depreciation and amortization	$	1,902			7,777			6,358			749	$	83			16,869
Operating income (loss)		(1,902	)		47,162			42,956			6,501		(83	)		94,634
Interest expense		3,681			52,108			1,277			1,016		(3,681	)		54,401
Preferred dividends of a subsidiary trust													3,681			3,681
Other (income) expense, net					2,579			(4,231	)		150					(1,502	)
Income (loss) before provision (benefit) for income taxes		(5,583	)		(7,525	)		45,910			5,335		(83	)		38,054
Provision (benefit) for income taxes		(2,135	)		(2,878	)		17,561			2,147		(32	)		14,663
Income (loss) before equity in net earnings of subsidiaries		(3,448	)		(4,647	)		28,349			3,188		(51	)		23,391
Equity in net earnings of subsidiaries		26,839			31,537								(58,376	)
Net income	$	23,391		$	26,890		$	28,349		$	3,188	$	(58,427	)	$	23,391

25

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Three Months Ended June 30, 2002
	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	231,986		$	291,476		$	28,131				$	551,593
Sales of rental equipment					27,750			22,502			4,391					54,643
Sales of equipment and merchandise and other revenues					64,439			65,862			8,222					138,523
Total revenues					324,175			379,840			40,744					744,759
Cost of revenues:
Cost of equipment rentals, excluding depreciation					101,062			160,193			13,571					274,826
Depreciation of rental equipment					37,924			37,399			5,237					80,560
Cost of rental equipment sales					17,950			15,152			2,750					35,852
Cost of equipment and merchandise sales and other operating costs					48,290			45,882			6,087					100,259
Total cost of revenues					205,226			258,626			27,645					491,497
Gross profit					118,949			121,214			13,099					253,262
Selling, general and administrative expenses					46,673			53,158			6,694					106,525
Non-rental depreciation and amortization	$	2,200			5,878			5,085			691					13,854
Operating income (loss)		(2,200	)		66,398			62,971			5,714					132,883
Interest expense		4,605			42,570			3,803			1,159	$	(4,605	)		47,532
Preferred dividends of a subsidiary trust													4,605			4,605
Other (income) expense, net					(1,635	)		(1,728	)		315					(3,048	)
Income (loss) before provision (benefit) for income taxes		(6,805	)		25,463			60,896			4,240					83,794
Provision (benefit) for income taxes		(2,654	)		9,931			23,495			1,908					32,680
Income (loss) before equity in net earnings of subsidiaries		(4,151	)		15,532			37,401			2,332					51,114
Equity in net earnings of subsidiaries		55,265			39,733								(94,998	)
Net income	$	51,114		$	55,265		$	37,401		$	2,332	$	(94,998	)	$	51,114

26

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

	For the Six Months Ended June 30, 2003
	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(4,607	)	$	96,750		$	75,390		$	12,609					$	180,142
Cash flows from investing activities:
Purchases of rental equipment					(154,839	)		(87,721	)		(23,113	)					(265,673	)
Purchases of property and equipment		(2,755	)		(4,782	)		(15,531	)		(894	)					(23,962	)
Proceeds from sales of rental equipment					34,160			35,638			6,788						76,586
Purchases of other companies					(4,527	)											(4,527	)
Deposits on rental equipment purchases					(12,361	)											(12,361	)
Net cash used in investing activities		(2,755	)		(142,349	)		(67,614	)		(17,219	)					(229,937	)
Cash flows from financing activities:
Proceeds from debt					244,446												244,446
Payments of debt					(183,968	)		(391	)		(2,758	)					(187,117	)
Payments of financing costs					(7,517	)											(7,517	)
Dividend distributions to parent					(7,362	)							$	7,362
Proceeds from dividends from subsidiary		7,362												(7,362	)
Net cash provided by (used in) financing activities		7,362			45,599			(391	)		(2,758	)					49,812
Effect of foreign exchange rates											11,155						11,155
Net increase in cash and cash equivalents								7,385			3,787						11,172
Cash and cash equivalents at beginning of period								16,908			2,323						19,231
Cash and cash equivalents at end of period							$	24,293		$	6,110					$	30,403
Supplemental disclosure of cash flow information:
Cash paid for interest	$	9,204		$	98,239		$	1,610		$	2,053					$	111,106
Cash paid for income taxes, net of refunds				$	58					$	732					$	790
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					1,263												1,263
Net cash paid				$	4,527											$	4,527

27

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

	For the Six Months Ended June 30, 2002
	Parent			URI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(19,126	)	$	85,203		$	83,823		$	7,442		$	12,034		$	169,376
Cash flows from investing activities:
Purchases of rental equipment					(185,237	)		(95,752	)		(22,903	)					(303,892	)
Purchases of property and equipment		(1,653	)		(4,443	)		(14,712	)		(756	)					(21,564	)
Proceeds from sales of rental equipment					57,031			27,861			8,881						93,773
Capital contributed to subsidiary		(63,759	)											63,759
Purchases of other companies					(160,307	)											(160,307	)
Deposits on rental equipment purchases					(14,375	)											(14,375	)
In-process acquisition costs														(554	)		(554	)
Net cash used in investing activities		(65,412	)		(307,331	)		(82,603	)		(14,778	)		63,205			(406,919	)
Cash flows from financing activities:
Proceeds from debt					238,141						2,296						240,437
Payments of debt					(38,128	)		(1,116	)		(1,841	)					(41,085	)
Payments of financing costs					(524	)											(524	)
Capital contributions by parent					63,759									(63,759	)
Dividend distributions to parent					(47,505	)								47,505
Common shares repurchased and retired		(26,726	)														(26,726	)
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchased and retired														(11,480	)		(11,480	)
Proceeds from the exercise of common stock options		63,759															63,759
Proceeds from dividends from subsidiary		47,505												(47,505	)
Net cash provided by (used in) financing activities		84,538			215,743			(1,116	)		455			(75,239	)		224,381
Effect of foreign exchange rates											9,788						9,788
Net increase (decrease) in cash and cash equivalents					(6,385	)		104			2,907						(3,374	)
Cash and cash equivalents at beginning of period					6,385			19,798			1,143						27,326
Cash and cash equivalents at end of period							$	19,902		$	4,050					$	23,952
Supplemental disclosure of cash flow information:
Cash paid for interest	$	9,478		$	88,130		$	7,933		$	2,108					$	107,649
Cash paid for income taxes, net of refunds				$	563					$	1,336					$	1,899
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				$	168,758											$	168,758
Liabilities assumed					(10,032	)											(10,032	)
					158,726												158,726
Due to seller and other payments					1,581												1,581
Net cash paid				$	160,307											$	160,307

28

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

The following discussion reviews our operations for the six and three months ended June 30, 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 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

29

intangible assets continue to be amortized over their estimated useful lives. Under SFAS No. 142, 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 our 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 as of the annual testing date or at any other date when an indicator of impairment may exist 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 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.

Change in Accounting Treatment for Certain Operating Leases.

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). Under the accounting standards that were applicable prior to July 1, 2003, neither the equipment subject to these leases nor the lease obligations were reflected on our balance sheet as of June 30, 2003 or any prior date.

Effective July 1, 2003, the accounting treatment for certain of our operating leases has been changed by FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” Under FIN 46, the lease obligations related to operating leases with certain types of variable interest entities (“VIEs”) must be reflected as a liability on our balance sheet and the related equipment as an asset. A VIE is defined as 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. For additional information concerning FIN 46, see “—Impact of Recently Issued Accounting Standards.”

As of July 1, 2003, a substantial portion of our operating leases were with VIEs and were impacted by FIN 46. In accordance with FIN 46, effective as of July 1, 2003, we are required to: (i) record the lease payment obligations under these leases (including any potential liability associated with guarantees of residual value) as a

30

liability on our balance sheet (approximately $320 million), (ii) record the equipment subject to these leases as an asset on our balance sheet based on the carrying amount as of July 1, 2003 (estimated to be in the range of $250 million to $270 million); and (iii) recognize a non-cash expense designated as “cumulative effect of change in accounting principle” equal to the amount by which the additional liabilities recorded in connection with the adoption of FIN 46 exceeds the additional assets so recorded (estimated to be in the range of $50 million to $70 million).

The adoption of FIN 46 does 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.

We may modify some or all of the above-mentioned operating leases in a manner that would cause us to no longer consolidate those leases under FIN 46. Upon the effectiveness of any such lease modification, the lease obligations under such lease (other than any residual guarantee amounts) and the related equipment would cease to be reflected on our balance sheet.

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) the closure or consolidation with other locations of 42 underperforming branches and five administrative offices (including 36 closed or consolidated as of June 30, 2003) ($24.6 million); (ii) a reduction of our workforce by 412 (including 342 terminated as of June 30, 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 $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, and $20.9 million as of June 30, 2003, consisting of $1.4 million for the 2001 charge and $19.5 million for the 2002 charge. We estimate that approximately $7.2 million (primarily in cash) of the aggregate balance as of June 30, 2003 will be paid by December 31, 2003 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 June 30, 2003
Costs to vacate facilities	$	22,258	$	5,031	$	17,227
Workforce reduction costs		3,462		747		2,715
Information technology costs		1,395		391		1,004
	$	27,115	$	6,169	$	20,946

31

Results of Operations

Six Months Ended June 30, 2003 and 2002

Revenues.    We had total revenues of $1,319.9 million in the first six months of 2003, representing a decrease of 1.8% from total revenues of $1,343.7 million in the first six months of 2002. The different components of our revenues are discussed below:

1.    Equipment Rentals.    Our revenues from equipment rentals were $994.0 million in the first six months of 2003, representing a decrease of 0.4% from $997.9 million in the first six months of 2002. These revenues accounted for 75.3% of our total revenues in 2003 compared with 74.3% of our total revenues in 2002. The principal factors constraining our rental revenues during the first half of 2003 were reduced state spending for infrastructure projects due to budget shortfalls and continued weakness in non-residential construction activity.

Our rental rates were down 0.4% in the first six months of 2003 compared to the same period last year. This decrease primarily reflected the weakness in certain of our end markets. Our dollar equipment utilization rate in the first six months of 2003 was 52.4% compared to 54.7% in the first six months of 2002. The decrease in the dollar utilization rate in 2003 primarily reflected: (i) weakness in traffic equipment rentals and (ii) a change in fleet mix towards equipment with generally lower dollar utilization rates.

The 0.4% 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 1.7%. This increase reflected an increase in the volume of transactions at these locations, which was more than sufficient to offset the slight 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. Although our rental volume increased on an overall basis, the volume of traffic equipment rentals decreased primarily due to reduced state spending for infrastructure projects.

• We lost revenues due to the closing or sale of branches and added revenues 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 $76.6 million in the first six months of 2003, representing a decrease of 18.3% from $93.8 million in the first six months of 2002. These revenues accounted for 5.8% of our total revenues in the first six months of 2003 compared with 7.0% of our total revenues in the first six months of 2002. The decrease in these revenues in the first six months of 2003 reflected a planned reduction in used 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”) and, to a lesser extent, weaker pricing.

3.    Sales of Equipment and Merchandise and Other Revenues.    Our revenues from “sale of equipment and merchandise and other revenues” were $249.3 million in the first six months of 2003 and $252.1 million in the first six months of 2002. These revenues accounted for 18.9% of our total revenues in the first six months of 2003 compared with 18.8% of our total revenues in the first six months of 2002. The decrease in these revenues in 2003 reflected a decrease in new equipment sales which was partially offset by increases in revenues from sales of merchandise and service.

Gross Profit.    Gross profit decreased to $377.1 million in the first six months of 2003 from $432.5 million in the first six months of 2002. This decrease reflected the decrease in total revenues discussed above and 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 28.3% in the first six months of 2003 and 33.0% in the first six months of 2002. The decrease in 2003 principally reflected cost increases

32

and the decrease in rental rates and decrease in traffic equipment rentals described above. The cost increases were attributable to several factors including: (i) higher costs for fuel, occupancy, employee benefits, insurance and claims, and repairs and maintenance and (ii) an increase in depreciation expense due to a larger fleet size.

2.    Sales of Rental Equipment.    Our gross profit margin from sales of rental equipment was 33.5% in the first six months of 2003 and 35.0% in the first six 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 28.1% in the first six months of both 2003 and 2002.

Selling, General and Administrative Expenses.    Selling, general and administrative expenses (“SG&A”) were $208.3 million, or 15.8% of total revenues, during the first six months of 2003 and $205.0 million, or 15.3% of total revenues, during the first six months of 2002. Our bad debt expense, which is included in SG&A, was approximately $2.5 million higher in the first six months of 2003 than in the same period last year.

Non-rental Depreciation and Amortization.    Non-rental depreciation and amortization was $33.8 million, or 2.6% of total revenues, in the first six months of 2003 and $27.7 million, or 2.1% of total revenues, in the first six months of 2002. The increase in 2003 was primarily attributable to an upgrade in transportation equipment and an increase in leasehold improvements in connection with branch upgrades.

Operating Income.    We recorded operating income of $134.9 million in the first six months of 2003 compared with operating income of $199.7 million in the first six 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 $105.4 million in the first six months of 2003 and $97.5 million in the first six months of 2002. The increase in 2003 principally reflected the additional interest expense attributable to the senior notes we issued in December 2002 and April 2003 partially offset by lower interest rates on our variable rate debt.

Preferred Dividends of a Subsidiary Trust.    Preferred dividends of a subsidiary trust were $7.4 million during the first six months of 2003 and $9.3 million during the first six 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 $1.6 million in the first six months of 2003 and $3.3 million in the first six months of 2002. The higher other income in 2002 was primarily attributable to a favorable settlement of a lawsuit in 2002.

Income Taxes.    Income taxes were $9.1 million, or an effective rate of 38.25%, in the first six months of 2003 and $37.5 million, or an effective rate of 39%, in the first six months of 2002. The decrease in the effective rate in 2003 was attributable to lower foreign and state taxes.

Income Before Cumulative Effect of Change in Accounting Principle.    We had income before cumulative effect of change in accounting principle of $14.7 million in the first six months of 2003 and $58.7 million in the first six months of 2002. The decrease in 2003 principally reflected the decrease in operating income and the increase in interest expense described above.

Cumulative Effect of Change in Accounting Principle.    During the first quarter 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.

33

Three Months Ended June 30, 2003 and 2002

Revenues.    We had total revenues of $728.1 million in the second quarter of 2003, representing a decrease of 2.2% from total revenues of $744.8 million in the second quarter of 2002. The different components of our revenues are discussed below:

1.    Equipment Rentals.    Our revenues from equipment rentals were $550.4 million in the second quarter of 2003, representing a decrease of 0.2% from $551.6 million in the second quarter of 2002. These revenues accounted for 75.6% of our total revenues in 2003 compared with 74.1% of our total revenues in 2002.

Our rental rates were up 1.5% in the second quarter of 2003 compared to the same period last year. Our dollar equipment utilization rate in the second quarter of 2003 was 58.1% compared to 59.8% in last year’s second quarter. The decrease in the dollar utilization rate in 2003 primarily reflected: (i) a change in fleet mix towards equipment with generally lower dollar utilization rates and (ii) weakness in traffic equipment rentals. These factors were partially offset by the increase in rental rates.

The 0.2% 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 1.8%. This increase reflected the increase in rental rates and an increase in the volume of transactions at these locations. 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 our rental volume increased on an overall basis, 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 factors was a loss of revenues that offset the increase in same store rental revenues.

2.    Sales of Rental Equipment.    Our revenues from sales of rental equipment were $41.5 million in the second quarter of 2003, representing a decrease of 24.0% from $54.6 million in the second quarter of 2002. These revenues accounted for 5.7% of our total revenues in the second quarter of 2003 compared with 7.3% of our total revenues in the second quarter of 2002. The decrease in these revenues in the second quarter of 2003 reflected a planned reduction in used 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”) and, to a lesser extent, weaker pricing.

3.    Sales of Equipment and Merchandise and Other Revenues.    Our revenues from “sale of equipment and merchandise and other revenues” were $136.2 million in the second quarter of 2003 and $138.5 million in the second quarter of 2002. These revenues accounted for 18.7% of our total revenues in the second quarter of 2003 compared with 18.6% of our total revenues in the second quarter of 2002. The decrease in these revenues in 2003 reflected a decrease in new equipment sales which was partially offset by increases in revenues from sales of merchandise and service.

Gross Profit.    Gross profit decreased to $223.1 million in the second quarter of 2003 from $253.3 million in the second quarter of 2002. This decrease reflected the decrease in total revenues discussed above and 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 31.1% in the second quarter of 2003 and 35.6% in the second quarter of 2002. The decrease in 2003 principally reflected cost increases and the decrease in traffic equipment rentals described above. The cost increases were attributable to several factors including: (i) higher costs for fuel, occupancy, employee benefits, insurance and claims, and repairs and maintenance and (ii) an increase in depreciation expense due to a larger fleet size.

34

2.    Sales of Rental Equipment.    Our gross profit margin from sales of rental equipment was 33.3% in the second quarter of 2003 and 34.4% in the second quarter 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 28.2% in the second quarter of 2003 and 27.6% in the second quarter of 2002. The increase in 2003 reflected higher margins on new equipment sales.

Selling, General and Administrative Expenses.    SG&A was $111.6 million, or 15.3% of total revenues, during the second quarter of 2003 and $106.5 million, or 14.3% of total revenues, during the second quarter of 2002. Our bad debt expense, which is included in SG&A, was approximately $3.5 million higher in the second quarter of 2003 than in the same period last year.

Non-rental Depreciation and Amortization.    Non-rental depreciation and amortization was $16.9 million, or 2.3% of total revenues, in the second quarter of 2003 and $13.9 million, or 1.9% of total revenues, in the second quarter of 2002. The increase in 2003 was primarily attributable to an upgrade in transportation equipment and an increase in leasehold improvements in connection with branch upgrades.

Operating Income.    We recorded operating income of $94.6 million in the second quarter of 2003 compared with operating income of $132.9 million in the second quarter 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 $54.4 million in the second quarter of 2003 and $47.5 million in the second quarter of 2002. The increase in 2003 principally reflected the additional interest expense attributable to the senior notes that we issued in December 2002 and April 2003 partially offset by a lower average debt balance and 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 second quarter of 2003 and $4.6 million during the second quarter 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 $1.5 million in the second quarter of 2003 and $3.0 million in the second quarter of 2002. The higher other income in 2002 was primarily attributable to a favorable settlement of a lawsuit in 2002.

Income Taxes.    Income taxes were $14.7 million, or an effective rate of 38.5%, in the second quarter of 2003 and $32.7 million, or an effective rate of 39.0%, in the second quarter of 2002. The decrease in the effective rate in 2003 was attributable to lower foreign and state taxes.

Net Income.    We had net income of $23.4 million in the second quarter of 2003 and $51.1 million in the second quarter of 2002. The decrease in 2003 principally reflected the decrease in operating income and the increase in interest expense described above.

35

Liquidity and Capital Resources

Recent Financing Transactions

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. The repayment of the outstanding borrowings under the accounts receivables securitization facility from the proceeds of the notes offering gave 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 6 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.

On June 17, 2003, we obtained a new accounts receivable securitization facility under which one of our subsidiaries can borrow up to $250 million against a collateral pool of accounts receivable. Upon obtaining this facility, we terminated our existing accounts receivable securitization facility. The borrowings under the new facility and the receivables in the collateral pool are included in the liabilities and assets, respectively, reflected on our consolidated balance sheet. However, such assets are only available to satisfy the obligations of the borrower subsidiary. As of June 30, 2003, (i) the outstanding borrowings under the facility were approximately $13.0 million and (ii) the aggregate face amount of the receivables in the collateral pool was approximately $360.2 million. The agreement governing this facility is scheduled to expire on September 30, 2006. For additional information concerning this facility, see Note 6 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.

Sources and Uses of Cash

During the first six months of 2003, we (i) generated cash from operations of $180.1 million, (ii) generated cash from the sale of rental equipment of $76.6 million and (iii) obtained cash from borrowings, net of repayments, of approximately $57.3 million. We used cash during this period principally to (i) pay consideration for acquisitions of $4.5 million, (ii) purchase rental equipment of $265.7 million, (iii) purchase other property and equipment of $24.0 million, (iv) pay deposits on rental equipment purchases of $12.4 million and (v) pay financing costs of $7.5 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 August 7, 2003, we had $439.7 million of borrowing capacity available under our $650 million revolving credit facility (reflecting outstanding loans of approximately $50.3 million and outstanding letters of credit in the amount of approximately $160.0 million). We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months.

We expect that our principal needs for cash relating to our existing operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (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 may seek additional financing through the securitization of

36

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” below.

The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth prospects. We estimate that our capital expenditures for the year 2003 will be approximately $350 million for our existing operations. Of this amount, $289.7 million had been expended through June 30, 2003 (comprised of $265.7 million to replace rental equipment sold and $24.0 million to purchase non-rental equipment). We expect that we will fund such expenditures from proceeds from the sale of used equipment, cash generated from operations and, if required, borrowings available under our revolving credit facility.

We plan to increase the weighted average age of our fleet, which is 37 months, to approximately 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)	$	1,735	$	6,904	$	221	$	173,063	$	531,564	$	1,263,440	$	564,047	$	2,540,974
Capital leases(1)		9,410		20,097		7,485		6,299		1,746						45,037
Operating leases(1):
Real estate		34,637		64,953		57,137		52,028		47,363		37,717		90,387		384,222
Rental equipment		53,540		88,771		82,843		277,561		48,001						550,716
Other equipment		10,480		15,847		5,239		2,063		1,072		357				35,058
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust														226,550		226,550
Purchase obligations
Other long-term obligations
Total	$	109,802	$	196,572	$	152,925	$	511,014	$	629,746	$	1,301,514	$	880,984	$	3,782,557

(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.”

37

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 do not know at this time the extent to which the actual residual values may be less than the guaranteed residual values and, accordingly, cannot quantify the amount that we will be required to pay, if any, under these guarantees. If the actual residual value for all equipment subject to such guarantees were to be zero, then our maximum potential liability under these guarantees would be approximately $268.8 million. Under the accounting standards that were applicable prior to July 1, 2003, this potential liability was not reflected on our balance sheet as of June 30, 2003 or any prior date. As described under “—Change in Accounting Treatment for Certain Operating Leases,” effective July 1, 2003, the liabilities associated with certain of our operating leases (including any potential liabilities associated with the guarantee of residual value) are required to be recorded as a liability on our balance sheet. For additional information concerning lease payment obligations under our operating leases, see “—Certain Information Concerning Contractual Obligations” above.

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 and tax related services and support, (iii) information technology systems and support, (iv) acquisition related services, (v) legal services, and (vi) human resource support. 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 made, and expects that it will in the future make, distributions to Holdings to, among other things, enable Holdings to pay dividends on the 6 ¹/2% Convertible Quarterly Income Preferred Securities (“Trust Preferred Securities”) that were issued by a subsidiary trust of Holdings.

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

Seasonality

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

38

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 reclassified 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 apply in the first interim period beginning after June 15, 2003. For information on the impact of FIN 46 on the way we account for certain operating leases, see “—Change in Accounting Treatment for Certain Operating Leases.”

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.

39

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard requires financial instruments falling within the scope of this standard be classified as liabilities. This standard is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective with the first interim period beginning after June 15, 2003. Upon adoption of this standard, we will classify our company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust as a liability.

Factors that May Influence Future Results and Accuracy of Forward-Looking Statements

Sensitivity to Changes in Construction and Industrial Activities

Our general rental equipment is principally used in connection with construction and industrial activities and our traffic control equipment is principally used in connection with the construction or repair of roads and bridges and similar infrastructure projects. Weakness in our end markets, such as a decline in construction or industrial activity or a reduction in infrastructure projects, 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 have been significant declines in non-residential construction activity in 2002 and 2003 and reductions in government spending on infrastructure projects in several key states. This weakness in our end markets adversely affected our results in 2002 and the first six months of 2003 as described above and in our Annual Report on Form 10-K for 2002.

We have identified below certain factors that may cause further weakness in our end markets, either temporarily or long-term:

• continuation of weakness in the economy or the onset of a new recession;

• further reductions in government spending for roads, bridges and other infrastructure projects;

• an increase in interest rates;

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

• terrorism or hostilities involving the United States.

Fluctuations of Operating Results

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

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

• completion of acquisitions;

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

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

• changes in government spending for infrastructure projects;

• 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 costs;

• 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;

40

• 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 June 30, 2003, we had on our balance sheet net goodwill in the amount of $1,727.9 million, which represented approximately 36% 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 as of the annual date of testing or at any other date when an indicator of impairment may exist 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 June 30, 2003, our total indebtedness was approximately $2,586.0 million. Our substantial indebtedness has the potential to affect us adversely in a number of ways. For example, it will or could:

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

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

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

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

• reducing or delaying capital expenditures;

• limiting our growth;

• seeking additional capital;

• selling assets; or

• restructuring or refinancing our indebtedness.

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 June 30, 2003, taking into account our interest rate swap agreements, we had $943.1 million of variable rate indebtedness.

41

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.

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.

42

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, $1 million for workers’ compensation 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. 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 1,400 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.

43

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

We periodically utilize interest rate swap agreements to manage and mitigate our exposure to changes in interest rates. At June 30, 2003, we had interest rate protection in the form of swap agreements with an aggregate notional amount of $981.5 million. The effect of some of these agreements is to limit our interest rate exposure to 9.5% on $200.0 million of our term loan through 2003 and 4.6% on $171.5 million of our term loan through 2003. The effect of the remainder of these agreements is to convert $610.0 million of our fixed rate notes to floating rate instruments. The fixed rate notes being converted consist of; (i) $300.0 million of our 9 ¹/4% subordinated notes through 2009, (ii) $210.0 million of our December 2002 issued 10 ³/4% senior notes through 2008 and (iii) $100.0 million of our April 2003 issued 10 ³/4% senior notes through 2008.

We have the following indebtedness that bears interest at variable rates: (i) all borrowings under our $650 million revolving credit facility ($52.6 million outstanding as of June 30, 2003), (ii) our term loan ($639.0 million remaining outstanding as of June 30, 2003), and (iii) all borrowings under our $250 million accounts receivable securitization facility ($13.0 million outstanding as of June 30, 2003). The weighted average interest rates applicable to our variable rate debt on June 30, 2003 were (i) 5.8% for the revolving credit facility (this is the Canadian rate since the amount outstanding was Canadian borrowings), (ii) 4.7% for the term loan, and (iii) 2.0% for the receivables securitization facility. Based upon the amount of variable rate debt outstanding, taking into account our interest rate swap agreements, as of June 30, 2003 (approximately $943.1 million in the aggregate), our annual earnings would decrease by approximately $5.8 million for each one percentage point increase in the interest rates applicable to our variable rate debt. The amount of our variable rate indebtedness may fluctuate significantly as a result of changes in the amount of indebtedness outstanding under our revolving credit facility and receivables securitization facility from time to time. For additional information concerning the terms of our variable rate debt, see Note 9 to our notes to consolidated financial statements included in our 2002 Annual Report on Form 10-K.

Market risk relating to changes in foreign currency exchanges rates was 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 this market risk since the end of the fiscal year 2002.

Item 4.    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) as of June 30, 2003. This evaluation took place as of a date within 90 days prior to the filing date of this quarterly report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2003, 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.

44

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 4.    Submission of Matters to a Vote of Security Holders

Our Company’s Annual Meeting of Stockholders was held on May 28, 2003. The holders of 67,594,353 common shares, 300,000 Series C Perpetual Convertible Preferred Shares (“Series C Preferred”) and 105,252 Class D-1 Perpetual Convertible Preferred Shares (“Class D-1 Preferred”) were present either in person or by proxy. The following three matters were voted on and approved at such meeting.

1. The election of two members to the Board of Directors by the holders of our common stock and Class D-1 Preferred (where each share of Class D-1 Preferred is entitled to 33 ¹/3 votes).

	FOR	WITHHELD
Ronald M. DeFeo	68,420,121	2,682,632
Gerald Tsai, Jr.	68,420,025	2,682,728

2. The election of two members to the Board of Directors by the holders of the Series C Preferred.

	FOR	WITHHELD
Leon D. Black	300,000
Michael S. Gross	300,000

3. The ratification of the appointment of Ernst & Young LLP as our Company’s independent auditors for the fiscal year ending December 31, 2003 by the holders of our common stock, Class D-1 Preferred (where each share of Class D-1 Preferred is entitled to 33 ¹/3 votes) and Series C Preferred (were each share of Series C Preferred is entitled to 40 votes).

FOR	AGAINST	ABSTAIN
81,155,314	1,931,091	16,348

45

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 the 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 the 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 the 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 the 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. Current 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. Quarterly 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. Quarterly 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 (incorporated by reference to Exhibit 4(a) of the United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).
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 10¾% Senior Notes due 2008 (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).
10(b)	Letter Agreement with Bradley S. Jacobs, dated as of April 21, 2003 (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).**
10(c)	Letter Agreement with John N. Milne, dated as of April 21, 2003 (incorporated by reference to Exhibit 10(d) of the United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).**
10(d)	Letter Agreement with Wayland R. Hicks, dated as of April 21, 2003 (incorporated by reference to Exhibit 10(e) of the United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).**

46

Exhibit Number	Description of Exhibit
10(e)	Severance Agreement with Michael J. Nolan, dated as of April 29, 2003 (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).**
10(f)*	Purchase and Contribution Agreement dated June 17, 2003 by and between United Rentals Receivables LLC I and United Rentals Receivables LLC II.
10(g)*	Parent Undertaking Agreement dated June 17, 2003 between United Rentals, Inc. and Deutsche Bank Securities, Inc. as agent.
10(h)*	Receivables Purchase Agreement dated June 17, 2003 by and among United Rentals Receivables LLC II, United Rentals, Inc., as collection agent, various financial institutions and Deutsche Bank Securities, Inc., as agent.
10(i)*	Purchase and Contribution Agreement dated June 17, 2003 by and between United Rentals (North America), Inc., United Rentals Northwest, Inc., United Rentals Southeast, L.P., United Equipment Rentals Gulf, L.P. and United Rentals Receivables LLC I.
31(a)*	Certification by Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31(b)*	Certification by Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32(a)*	Certification by Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
32(b)*	Certification by Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

  * Filed herewith

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

(b)  Reports on Form 8-K:

1.	Form 8-K filed on April 8, 2003; Item 5 was reported.
2.	Form 8-K filed on April 24, 2003; Items 9 and 12 were reported.
3.	Form 8-K filed on July 24, 2003; Items 9 and 12 were reported.

47

SIGNATURES

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

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

48

EX-10.(F)

Exhibit 10(f)

PURCHASE AND CONTRIBUTION AGREEMENT

by and between

UNITED RENTALS RECEIVABLES LLC I

AND

UNITED RENTALS RECEIVABLES LLC II

PURCHASE AND CONTRIBUTION AGREEMENT

This Purchase and Contribution Agreement, dated as of June 17, 2003 (this “Agreement”), by and between UNITED RENTALS RECEIVABLES LLC I, a Delaware limited liability company (“United Receivables I”) and UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Purchaser”). The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1    Definitions.  All capitalized terms used herein shall have the meanings specified herein or, if not so specified, the meaning specified in, or incorporated by reference into, the Receivables Purchase Agreement. In addition, as used in this Agreement, the following terms shall have the following meanings:

“Discount Percentage” is defined in Section 3.1.

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

“PCA Termination Event” is defined in Section 7.3.

“Permitted Payments” is defined in Section 3.2(b).

“Potential PCA Termination Event” means an event which but for the lapse of time or the giving of notice, or both, would constitute a PCA Termination Event.

“Purchase Termination Date” is defined in Section 7.1.

“Receivable” means the indebtedness of any Obligor resulting from the provision, sale or lease of equipment, merchandise, insurance or services to such Obligor by an Originator under a Contract generated by such Originator in the ordinary course of its business and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto.

“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of June 17, 2003, by and among the Purchaser, United Rentals, as initial Collection Agent, the entities from time to time parties thereto as Conduit Investors, the entities from time to time parties thereto as Committed Investors, the entities from time to time parties thereto as agents for the Investor Groups, the entities from time to time parties thereto as Administrators and Deutsche Bank Securities, Inc., a Delaware corporation, as the administrative agent for the Investors party thereto.

“Related Security” means with respect to any Receivable, all of United Receivables I’s rights, title and interest in, to and under:

(a)    all of United Receivables I’s interest in any merchandise (excluding any returned merchandise) relating to any sale giving rise to such Receivable;

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

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

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

(e)    all Collections on and other proceeds of any of the foregoing.

“Seller Indemnified Amounts” is defined in Section 8.1.

“Seller Indemnified Parties” is defined in Section 8.1.

“Transferred Assets” means, collectively, (a) the Receivables, (b) the Related Security, (c) all of United Receivables I’s rights, title and interest under the Originator Purchase and Contribution Agreement and (d) all proceeds of the foregoing.

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

SECTION 1.2    Other Terms.   All terms defined directly or by incorporation herein shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined herein, and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under, and shall be construed in accordance with, GAAP; (b) terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is made) and references to any paragraph, subsection, clause or other subdivision within any

Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; and (k) each reference to “Originator” herein refers severally to each of the Originators as to itself and the Transferred Assets owned by it from time to time.

SECTION 1.3    Computation of Time Periods.  Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

ARTICLE II

SALE AND PURCHASE OF RECEIVABLES

AND OTHER TRANSFERRED ASSETS

SECTION 2.1    Sale.  (a) On the terms and subject to the conditions set forth herein, United Receivables I hereby sells to the Purchaser, and the Purchaser hereby purchases from United Receivables I, during the period from the Closing Date to the Purchase Termination Date, all of United Receivables I’s right, title and interest, in, to and under each Receivable and the other Transferred Assets, and all proceeds of the foregoing, in each case whether now existing or hereafter arising or acquired.

(b)    All of the Transferred Assets existing at the opening of United Receivables I’s business on the Closing Date are hereby sold to the Purchaser on such date. On and after the Closing Date, each Transferred Asset shall be deemed to have been sold to the Purchaser immediately (and without further action by any Person) upon the creation of such Transferred Asset. All Transferred Assets relating to a Receivable shall be sold at the same time as such Receivable, whether such Transferred Assets relating thereto exist at such time or arise or are acquired thereafter.

SECTION 2.2    Intent of the Parties; Grant of Security Interest. (a) The Purchaser and United Receivables I intend the transactions hereunder to be true sales of the Transferred Assets by United Receivables I to the Purchaser for all purposes, providing the Purchaser with the full risks and benefits of ownership of the Transferred Assets (such that the Transferred Assets would not be property of United Receivables I’s estate in the event of the bankruptcy of United Receivables I).

(b)    If, notwithstanding the intent of the parties or any other provision hereof, any Transferred Assets conveyed hereunder are construed to constitute property of United Receivables I or such conveyance is not treated as a sale to the Purchaser for all purposes, then (i) this Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC; and (ii) the conveyance by United Receivables I provided for in

this Agreement shall be treated as the grant of, and United Receivables I hereby grants to the Purchaser, a security interest in, to and under all of United Receivables I’s right, title and interest in, to and under all Transferred Assets, and proceeds relating thereto conveyed by United Receivables I to the Purchaser, to secure the payment and performance of United Receivables I’s obligations to the Purchaser under this Agreement or as may be determined in connection therewith by applicable Law. United Receivables I and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, Transferred Assets, such security interest would be deemed to be a perfected security interest in favor of the Purchaser under applicable law and shall be maintained as such throughout the term of this Agreement.

SECTION 2.3    No Recourse.  Except as specifically provided in this Agreement, the purchase and sale of the Transferred Assets under this Agreement shall be without recourse to United Receivables I.

SECTION 2.4     No Assumption of Obligations.  The Purchaser shall not have any obligation or liability with respect to any Receivables, Contracts or other Transferred Assets, nor shall the Purchaser have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables, Contracts or other Transferred Assets).

ARTICLE III

CONSIDERATION AND PAYMENT

SECTION 3.1    Purchase Price.  (a) The purchase price for each Receivable and related Transferred Assets shall equal the product of the Unpaid Balance of such Receivable, multiplied by a discount for such purchase mutually agreed to among the parties hereto (the “Discount Percentage”).

(b)    The Purchaser shall pay United Receivables I the purchase price with respect to each Receivable and the related Transferred Assets on the date of purchase by transfer of funds, to the extent that the Purchaser has funds available for that purpose after satisfying the Purchaser’s obligations under the Receivables Purchase Agreement. To the extent that such funds are insufficient, the remaining Receivables and Transferred Assets shall be deemed to have been transferred by United Receivables I as a capital contribution, in return for an increase in the value of the membership interest of the Purchaser held by United Receivables I.

(c)    Notwithstanding the foregoing, on the Closing Date a portion of the Transferred Assets sold to the Purchaser by United Receivables I on such date shall be deemed to be a contribution by United Receivables I to the capital of the Purchaser in return for an increase in the value of the membership interest of the Purchaser held by United Receivables I.

ARTICLE IV

ADMINISTRATION AND COLLECTION

SECTION 4.1    Servicing of Transferred Assets.  The servicing, administration and collection of the Transferred Assets shall, at all times that the Receivables Purchase Agreement

is in effect, be conducted by the Collection Agent on the terms set out in (and subject to any rights to terminate the initial Collection Agent as Collection Agent pursuant to) the Receivables Purchase Agreement. Upon the termination of the Receivables Purchase Agreement at any time when this Agreement shall continue to be in full force and effect, the Purchaser and United Receivables I shall incorporate herein, in all substantial respects, the provisions of Article VII of the Receivables Purchase Agreement or shall provide for other arrangements for the servicing, administration and collection of the Transferred Assets.

SECTION 4.2    Deemed Collections.  (a) If on any day any portion of any Receivable is reduced or canceled causing such Receivable to become a Diluted Receivable, then, on such day, United Receivables I shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation.

(b)    If on any day it is determined that any of the representations or warranties of United Receivables I set forth in Article V, as they relate to any Receivable, was untrue with respect to such Receivable on the date when made or deemed made, United Receivables I shall be deemed to have received on such day a Collection of such Receivable in an amount equal to the Unpaid Balance thereof on such day. To the extent that the Purchaser subsequently receives Collections with respect to any such Receivable, the Purchaser shall hold such amount in trust on behalf of United Receivables I and shall pay United Receivables I an amount equal to the amount so collected, without regard to Section 2.14 of the Receivables Purchase Agreement.

(c )    Not later than the first Business Day after United Receivables I is deemed pursuant to this Section 4.2 to have received any Collections, the Collection Agent shall notify United Receivables I of such deemed Collections, and United Receivables I shall transfer to the Purchaser immediately available funds in the amount of such deemed Collections or shall otherwise apply such funds as may be required by the Receivables Purchase Agreement.

SECTION 4.3    Actions Evidencing Purchases.  (a) On or prior to the Closing Date, United Receivables I shall mark its master data processing records evidencing (i) Receivables and (ii) Contracts with a legend, acceptable to the Purchaser, evidencing that the Receivables have been sold in accordance with this Agreement. In addition, United Receivables I agrees that from time to time, at its expense, it shall promptly upon request by the Purchaser, to the extent permitted by applicable law, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all further acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments that the Purchaser may reasonably request from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Transaction Document, (ii) to subject to the liens created by any of the Transaction Documents any of the properties, rights or interests covered or purported to be covered by such liens, (iii) to perfect and maintain the validity, effectiveness and priority of such liens, (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Purchaser the rights granted or now or hereafter intended to be granted thereto under any Transaction Document and (v) to perfect, protect or more fully evidence the purchases hereunder, or to enable the Purchaser or its assigns to exercise or enforce any of their respective rights with respect to the Transferred Assets. In addition to the above, at any time when a Termination Event has occurred and is continuing, United Receivables I shall, upon the request

of the Agent, comply fully with the Federal Assignment of Claims Act and other similar Laws with respect to any assignment or subsequent reassignment of the Receivables.

(b)    United Receivables I hereby authorizes the Purchaser or its designee to (i) file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Transferred Assets now existing or hereafter arising in the name of United Receivables I (without the signature of United Receivables I, where permitted by law) and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Transferred Assets.

(c)    Without limiting the generality of Section 4.3(a), United Receivables I shall, not earlier than six months and not later than three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to each Agent an opinion of counsel for United Receivables I in form and substance and delivered by counsel reasonably satisfactory to the Purchaser, confirming and updating the opinion delivered in connection with the Closing Date relating to the validity, perfection and priority of the Purchaser’s interests in the Transferred Assets.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.1     Mutual Representations and Warranties.  Each of United Receivables I and the Purchaser represents and warrants, solely with respect to itself, to the other party hereto that:

(a)    Corporate or other Existence.  It is a limited liability company duly formed, validly existing and in good standing under the laws of its State of organization, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

(b)    Limited Liability Company Power; Contravention.  The execution, delivery and performance by it of each Transaction Document to which it is a party (i) are within its limited liability company powers, (ii) have been duly authorized by all necessary limited liability company, shareholder, director, partner and member action, (iii) do not contravene (1) its certificate of formation, limited liability company agreement, operating agreement, certificate of incorporation, or other constituting documents, (2) any law, rule or regulation applicable to it, (3) any contractual restriction binding on or affecting it or its property, the violation of which could reasonably be expected to have an adverse affect on any Secured Party, on the collectibility of any Transferred Asset or on the performance by any party to a Transaction Document of its obligations hereunder or thereunder (for any reason other than the occurrence of an adverse effect, whether material or not, on United Receivables I or the Purchaser), or a material adverse affect on the Purchaser or United Receivables I, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the

interests created pursuant to this Agreement and such other Transaction Documents); and no transaction contemplated by this Agreement requires compliance with any bulk sales act or similar law.

(c)    Governmental Authorization.  No authorization or approval or other action by, and no notice to or filing with, any Official Body is required for the due execution, delivery and performance by it of the Transaction Documents to which it is a party, except for authorizations and approvals that are required herein or therein that have been obtained as of the Closing Date and the filing of UCC financing statements which are referred to herein and therein, all of which have been (or as of the Closing Date will have been) duly made and are in full force and effect; provided, that the right of any assignee of a Receivable the Obligor of which is a Government Obligor to enforce such Receivable directly against such Obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable Law to the extent the applicable Originator, United Receivables I, the Purchaser and/or any assignee thereof shall not have complied with the applicable provisions of any such Law in connection with the assignment or subsequent reassignment of any such Receivable.

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

(e)    Preference; Voidability.  The Purchaser has given reasonably equivalent value to United Receivables I in consideration for the transfer to it of the Transferred Assets from United Receivables I, and each such transfer shall not have been made for or on account of an antecedent debt owed by United Receivables I to it and no such transfer is voidable under any section of the Bankruptcy Code.

SECTION 5.2    United Receivables I’s Additional Representations and Warranties.  United Receivables I represents and warrants that:

(a)    Perfection; Good Title.  Immediately preceding each purchase hereunder, United Receivables I is the owner of all of the Receivables and all other Transferred Assets, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder, under the Originator Purchase and Contribution Agreement, under the Receivables Purchase Agreement or under any other Transaction Document); provided, that the interest of United Receivables I in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, further, that the interest of United Receivables I in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof. Upon each sale hereunder, the Purchaser shall acquire a valid and enforceable perfected first priority ownership interest in each Receivable and all other Transferred Assets that exist on the date of such sale, free and clear of any Adverse Claim; provided, that the right of any assignee of a Receivable the Obligor of which is a Government Obligor to enforce such Receivable directly against such Obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable Law to the extent the applicable Originator, United Receivables I,

the Purchaser and/or any assignee thereof shall not have complied with the applicable provisions of any such Law in connection with the assignment or subsequent reassignment of any such Receivable; and provided, further, that the perfected ownership interest of the Purchaser in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, still further, that the perfected ownership interest of the Purchaser in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof. All financing statements and other documents required to be recorded or filed in order to perfect and protect the interest of the Purchaser in the Transferred Assets against all creditors of and purchasers from United Receivables I have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings have been paid in full. No effective financing statement or other instrument similar in effect covering any Contract or any Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Purchaser relating to this Agreement and those filed pursuant to the other Transaction Documents, other than those filed in favor of the lessor of equipment giving rise to Leased Equipment Receivables or relating to the proceeds of the sale of equipment that has been leased to an Originator.

(b)    Accuracy of Information.  All information and each exhibit, financial statement, document, book, record or report furnished at any time by it or on its behalf to the Purchaser in connection with this Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Purchaser at such time) as of the date so furnished, and as of such date no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(c)    Tax Status; Sale Treatment.  It has (i) timely filed all tax returns (federal, state and local) required to be filed, (ii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges and (iii) accounted for the sale of the Transferred Assets hereunder, in its books and financial statements as sales or as capital contributions (to the extent of such capital contribution), in each case consistent with GAAP.

(d)    Actions, Suits.  Except as set forth in Schedule I, there is no pending or, to its knowledge, threatened action or proceeding affecting United Rentals or any of its Subsidiaries before any court, governmental agency or arbitrator which could reasonably be expected to materially adversely affect the financial condition or operations of United Rentals or any of its Subsidiaries or materially adversely affect the ability of United Rentals or any of its Subsidiaries to perform their respective obligations under the Transaction Documents, or which purports to affect the legality, validity or enforceability of the Transaction Documents. To its knowledge, neither United Rentals nor any Subsidiary is in default with respect to any order of any court, arbitration or Official Body except for defaults with respect to orders of Official Bodies which defaults are not material to the business or operations of United Rentals and its Subsidiaries, taken as a whole.

(e)    Use of Proceeds.  No proceeds of any purchase hereunder will be used by it (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, (ii) to acquire any equity security of a class which is registered pursuant

to Section 12 of such act or (iii) for any other purpose that violates applicable Law, including Regulations G or U of the Federal Reserve Board.

(f)    Jurisdiction of Organization; Location of Records.  The jurisdiction of organization of United Receivables I and the offices where United Receivables I keeps all its Records, are located in the jurisdiction and at the address(es) described on Schedule I or such other jurisdictions or locations notified to the Purchaser in accordance with Section 6.3(g), in each case jurisdictions where all action required by Section 4.3 has been taken and completed.

(g)    Subsidiaries; Tradenames, Etc.  As of the date hereof, United Receivables I has, within the last five (5) years, operated only under the tradenames identified in Schedule I, and, within the last five (5) years, has not changed its name, merged with or into or consolidated with any other corporation or been the subject of any proceeding under the Bankruptcy Code, except as disclosed in Schedule I. Schedule I also lists the correct Federal Employer Identification Number of United Receivables I.

(h)    Credit and Collection Policy.  Since the Closing Date, there have been no material changes in the Credit and Collection Policy other than in accordance with this Agreement. It has at all times complied with the Credit and Collection Policy with regard to each Receivable.

(i)    Material Adverse Effect.  Since December 31, 2002, there has been no Material Adverse Effect.

(j)    Not an Investment Company or Holding Company.  It is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act. It is not a “holding company,” or a subsidiary or affiliate of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935.

(k)    ERISA.  No steps have been taken by any Person to terminate any Pension Plan the assets of which are not sufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA, and each Pension Plan has been administered in all material respects in compliance with its terms and applicable provision of ERISA and the Code.

(l)    Lock-box Accounts.  The names and addresses of all the Lock-box Account Banks, together with the account numbers of the Lock-box Accounts at such Lock-box Account Banks, are specified in Schedule II (other than any Lock-box Accounts and Lock-box Account Banks that may be added after the initial purchase hereunder in accordance with the terms of Section 7.3(a) of the Receivable Purchase Agreement). All Lock-box Accounts are subject to Lock-box Account Agreements. All Obligors have been instructed to make payment to a Lock-box Account and, other than Identifiable Combined Assets, only Collections are deposited into the Lock-box Accounts. United Receivables I has no interest in any Lock-box Account, any funds or investments therein (other than Identifiable Combined Assets) or any Lock-box Account Agreement.

(m)    Blocked Accounts.  The names and addresses of all the Blocked Account Banks, together with the account numbers of the Blocked Accounts at such Blocked Account Banks, are specified in Schedule III (other than any Blocked Accounts and Blocked Account Banks that may be added after the initial purchase hereunder in accordance with the terms of Section 7.3(a) of the Receivable Purchase Agreement). All Blocked Accounts are subject to Blocked Account Agreements. Other than Identifiable Combined Assets, only Collections are deposited into the Blocked Accounts. United Receivables I has no interest in any Blocked Account, any funds or investments therein (other than Identifiable Combined Assets) or any Blocked Account Agreement.

(n)    Collection Account.  United Receivables I has no interest in any Collection Account, any funds or investments therein (other than Identifiable Combined Assets) or any Collection Account Agreement.

(o)    Nonconsolidation.  United Receivables I has complied with and is in compliance with the covenants set forth in Section 6.1(k).

(p)    Representations and Warranties in other Transaction Documents.  Each of the representations and warranties, if any, made by it pursuant to the Transaction Documents (other than this Agreement) is true, complete and correct in all respects and it hereby makes each such representation and warranty to, and for the benefit of, the Purchaser as if the same were set forth in full herein.

(q)    Financial Information.  The consolidated balance sheets of the URNA Consolidated Group as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of the URNA Consolidated Group for such fiscal year, copies of which have been furnished to the Agent and each Group Agent, fairly present in all material respects the consolidated financial condition of the URNA Consolidated Group as at such date and the consolidated results of the operations of the URNA Consolidated Group for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied.

SECTION 5.3    Reaffirmation of Representations and Warranties by United Receivables I; Notice of Breach.  On each date that Transferred Assets are conveyed hereunder, United Receivables I, by accepting the proceeds of such conveyance, shall be deemed to have certified that all representations and warranties made by it in Sections 5.1 and 5.2 are true and correct on and as of such day as though made on and as of such day. Upon discovery by United Receivables I of a breach of any of the foregoing representations and warranties, United Receivables I shall give prompt written notice to the Purchaser within three Business Days of such discovery.

ARTICLE VI

COVENANTS

SECTION 6.1    Mutual Covenants.  At all times prior to the Final Payout Date, each of United Receivables I and the Purchaser shall:

(a)    Legal Matters.  Comply with all Laws to which it or its respective properties may be subject and preserve and maintain its limited liability company existence, rights, franchises, qualifications and privileges, except to the extent that the failure so to comply with such Laws or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges would not materially adversely affect the collectibility of the Receivables or any Transferred Asset or the ability of the Purchaser or United Receivables I to perform its obligations under the Transaction Documents; provided, however, that United Receivables I and the Purchaser are not required to comply with the Federal Assignment of Claims Act and other similar applicable Laws, except to the extent set forth in Section 6.2(k).

(b)    Reporting Requirements.  Provide to the other parties hereto and each Agent, periodic financial statements (provided that United Receivables I and the Purchaser shall not have any obligation to provide separate financial statements), information and reports as reasonably requested by the other party and provide to the other parties hereto and each Agent, such other information (including, to the extent such information is available to the Purchaser or United Receivables I, or can be obtained or prepared by the Purchaser or United Receivables I without unreasonable expense, non-financial information) as any other party hereto or any Agent may from time to time reasonably request with respect to the Receivables, the Transferred Assets, the Purchaser, United Receivables I, or any Originator. All such statements, information and reports shall be true, complete and accurate in all material respects.

(c)    Compliance Certificate.  Provide to the other parties hereto and each Agent, together with the financial statements required hereunder, a compliance certificate signed by United Receivables I’s and the Purchaser’s chief financial officer stating that (A) the financial statements attached thereto have been prepared in accordance with GAAP and accurately reflect the financial condition of the Purchaser or United Receivables I and its Subsidiaries, as applicable, and (B) to the best of such Person’s knowledge, no Termination Event, Potential Termination Event, PCA Termination Event or Potential PCA Termination Event exists, or if any Termination Event, Potential Termination Event, PCA Termination Event or Potential PCA Termination Event exists, stating the nature and status thereof and showing the computation of, and showing compliance with, each of the financial ratios and restrictions set forth in Section 6.2(l).

(d)    Shareholders Statements and Reports; SEC Filings.  Provide to the other parties hereto and each Agent, promptly after the sending or filing thereof, copies of all reports that United Receivables I or the Purchaser sends to any of its securityholders, and copies of all reports and registration statements and annual, quarterly, monthly or other regular reports that United Receivables I or the Purchaser, or any Subsidiary of United Receivables I or the Purchaser, files with the Securities and Exchange Commission or any national securities exchange; provided, that upon the filing of any such document of Edgar, United Receivables I or

the Purchaser, as the case may be, shall be deemed to have delivered each such document in accordance with the terms hereof.

(e)    Change in Accountants or Accounting Policy.  Provide to the other parties hereto and each Agent, promptly, notice of any change in the accountants or accounting policy of United Receivables I or the Purchaser.

(f)    Notice of PCA Termination Events, Potential PCA Termination Events, Etc.  (A) As soon as possible and in any event within two (2) Business Days after the occurrence of each PCA Termination Event or Potential PCA Termination Event, a statement of the president, chief financial officer or chief accounting officer of United Receivables I setting forth details of such PCA Termination Event or Potential PCA Termination Event and the action which United Receivables I has taken and proposes to take with respect thereto, which information shall be updated promptly from time to time; (B) immediately after United Receivables I obtains knowledge thereof, notice of the occurrence of a Trigger Event and a statement of the president, chief financial officer or chief accounting officer of United Receivables I setting forth details of such Trigger Event, (C) promptly after United Receivables I obtains knowledge thereof, notice of any litigation, investigation or proceeding that may exist at any time between United Receivables I and any Person (i) that could reasonably be expected to result in a Material Adverse Effect or any litigation or proceeding relating to any Transaction Document or (ii) in which the amount involved is $5,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought; and (D) promptly after the occurrence thereof, notice of any Material Adverse Effect.

(g)    Change in Debt Ratings.  Provide to the other parties hereto and each Agent, within five (5) days after the date of any change in the Purchaser’s or United Receivables I’s public or private debt ratings, if any, a written certification of the Purchaser’s or United Receivables I’s public and private debt ratings after giving effect to any such change.

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

(i)    Change in Account Receivables Codes.  Provide to the other parties hereto and each Agent, promptly, notice of any change in the account receivable adjustment codes used by the Purchaser or United Receivables I in its general ledger, or the creation of any new account receivable adjustment codes by the Purchaser or United Receivables I.

(j)    Information for Collection Agent Report.  United Receivables I shall promptly deliver any information, documents, records or reports with respect to the Transferred Assets that the Purchaser shall be required to deliver in connection with the Collection Agent Report pursuant to Section 2.8 of the Receivables Purchase Agreement.

(k)    Separateness.  Each of United Receivables I and the Purchaser shall operate its business in such a manner that the separate limited liability company existence of United Receivables I and the Purchaser on the one hand, and each of the Originators or any Other Corporation, on the other, would not be disregarded in the event of the bankruptcy or insolvency of an Originator or any Other Corporation and, without limiting the generality of the foregoing, United Receivables I and the Purchaser shall cause each of the following to be true at all times:

(i)    Each of United Receivables I and the Purchaser is a limited purpose limited liability company whose activities are restricted in its limited liability company agreement or operating agreement to activities related to purchasing or otherwise acquiring receivables (including the Receivables) and related assets and rights and conducting any related or incidental business or activities it deems necessary or appropriate to carry out its primary purpose, including entering into agreements like the Transaction Documents;

(ii)    Each of United Receivables I and the Purchaser conducts its affairs strictly in accordance with its limited liability company agreement or operating agreement and observes all necessary, appropriate and customary limited liability company formalities, including (A) holding duly noticed regular meetings of its board of directors and all special meetings appropriate to authorize all limited liability company action, (B) keeping separate and accurate minutes of such meetings, (C) passing all resolutions or consents necessary to authorize actions taken or to be taken, and (D) maintaining accurate and separate books, records and accounts, including intercompany transaction accounts;

(iii)    other than in accordance with the Existing Deal Documents, neither United Receivables I nor the Purchaser has engaged, or does presently engage, in any activity other than those activities expressly permitted hereunder and under the other Transaction Documents, nor has United Receivables I or the Purchaser entered into any agreement other than this Agreement, the other Transaction Documents to which it is a party, and with the prior written consent of the Investors, the Agent and each Group Agent, any other agreement necessary to carry out more effectively the provisions and purposes hereof or thereof;

(iv)    Each of United Receivables I and the Purchaser conducts its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations); each of United Receivables I and the Purchaser has stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.

(v)    Neither United Receivables I nor the Purchaser directs or participates in the management of any of the Other Corporations’ operations;

(vi)    Each of United Receivables I and the Purchaser is adequately capitalized in light of its contemplated business;

(vii)    Each of United Receivables I and the Purchaser provides for its own operating expenses and liabilities from its own funds;

(viii)    Each of United Receivables I and the Purchaser maintains its assets and transactions separately from those of the Other Corporations and evidences such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations; each of United Receivables I and the Purchaser holds itself out to the public under United Receivables I’s or the Purchaser’s own name as a legal entity separate and distinct from the Other Corporations; neither United Receivables I nor the Purchaser has, or does presently, hold itself out as having agreed to pay, or as being liable primarily or secondarily for, any obligations of the Other Corporations; and no Affiliate of United Receivables I or the Purchaser has been appointed to act as, and no Affiliate of United Receivables I or the Purchaser is currently acting as, its agent, except as expressly contemplated by this Agreement, the other Transaction Documents and the Existing Deal Documents;

(ix)    other than as expressly permitted hereunder and under the other Transaction Documents, neither United Receivables I nor the Purchaser maintains any joint account with any Other Corporation, the funds of each of United Receivables I and the Purchaser are not and have not been commingled with those of any Other Corporation and each of United Receivables I and the Purchaser is not liable as a guarantor or otherwise with respect to any Indebtedness or contractual obligation of any Other Corporation;

(x)    Neither United Receivables I nor the Purchaser has made or is presently making any payment or distribution of assets with respect to any obligation of any Other Corporation or has granted, or does grant, any Adverse Claim on any of its assets to secure any obligation of any Other Corporation;

(xi)    except as expressly permitted hereunder and by the other Transaction Documents, neither United Receivables I nor the Purchaser has or does make loans, advances or otherwise extend credit to any of the Other Corporations;

(xii)    Each of United Receivables I and the Purchaser has bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations;

(xiii)    other than as set forth in the Existing Deal Documents and in connection with the transactions effected thereby, neither United Receivables I nor the Purchaser has engaged in, or does engage in, any transaction with any of the Other Corporations, except as permitted by this Agreement and as contemplated by the other Transaction Documents and all material transactions between United Receivables I or the Purchaser and any Other Corporation are made on an arm’s-length basis;

(xiv)    to the extent that United Receivables I or the Purchaser contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing are fairly allocated to or among United Receivables I or the Purchaser and such Persons for whose benefit the goods and services are provided, and each of United Receivables I and the Purchaser and each such entity bears its fair share of such costs;

(xv)    all decisions with respect to its business and daily operations are independently made by each of United Receivables I and the Purchaser (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of United Receivables I or the Purchaser) and are not dictated by any Affiliate of United Receivables I or the Purchaser (it being understood that the Collection Agent, which is an Affiliate of each of United Receivables I and the Purchaser, will undertake and perform all of the operations, functions and obligations of it set forth herein and in the other Transaction Documents and it may, to the limited extent permitted under the Transaction Documents, appoint sub-agents, which may be Affiliates of United Receivables I or the Purchaser, to perform certain of such operations, functions and obligations);

(xvi)    no Other Corporation advances funds to United Receivables I or the Purchaser and no Other Corporation otherwise supplies funds to, or guaranties debts of, United Receivables I or the Purchaser, in each case other than as expressly set forth herein and in the other Transaction Documents; provided, however, that an Other Corporation may provide funds to United Receivables I in connection with the capitalization of United Receivables I;

(xvii)    Each of United Receivables I and the Purchaser shall at all times maintain at least two independent directors, each of whom (w) is not currently and has not been during the five years preceding the date of the Agreement a member, officer, director, employee or associate of, or any relative of the foregoing, or a major vendor or supplier of services to, any Other Corporation, (x) is not a current or former officer or employee of United Receivables I, (y) does not directly or indirectly own any class of voting stock of any Other Corporation or any of their respective Affiliates; provided, that the ownership of up to 5% of any class of stock (other than a limited liability company interest in United Receivables I) listed on a national stock exchange shall not prevent an individual from meeting the requirements of this clause (xvii)) and (z) is otherwise reasonably acceptable to the Investors and the Agent;

(xviii)    the limited liability company agreement or operating agreement of each of United Receivables I and the Purchaser requires the affirmative vote of the independent directors before a voluntary petition under Section 301 of the Bankruptcy Code may be filed by United Receivables I or the Purchaser, and each of United Receivables I and the Purchaser to maintain correct and complete books and records of account and minutes of the meetings and other proceedings of its members and board of directors;

(xix)    Each of United Receivables I and the Purchaser has complied with, and currently complies with (and causes to be true and correct) each of the facts and

assumptions contained in the opinion delivered pursuant to Section 5.1(q) of the Receivables Purchase Agreement;

SECTION 6.2    Affirmative Covenants of United Receivables I.  At all times prior to the Final Payout Date:

(a)    Conduct of Business; Ownership.  United Receivables I shall carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly organized, validly existing and in good standing as a domestic limited liability company in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

(b)    Furnishing of Information and Inspection of Records  United Receivables I shall furnish to the Purchaser, the Agent, and each Group Agent from time to time such information with respect to the Transferred Assets as the Purchaser, the Agent or any Group Agent may reasonably request, including listings identifying the Obligor and the Unpaid Balance for each Receivable; provided, that, unless a Termination Event or Potential Termination Event shall have occurred and be continuing, United Receivables I shall not be obligated to provide such information more often than quarterly. United Receivables I shall, at any time and from time to time during regular business hours, as reasonably requested by the Purchaser, the Agent or any Group Agent (provided that no such reasonableness standard shall apply if a Termination Event or Potential Termination Event shall have occurred and be continuing), permit the Purchaser, the Agent or any Group Agent, or their respective agents or representatives, (i) to examine and make copies of and take abstracts from all books, records and documents (including computer tapes and disks) relating to the Receivables or other Transferred Assets, including the related Contracts and (ii) to visit the offices and properties of United Receivable I or the Originators or the Collection Agent, as applicable, for the purpose of examining such materials described in clause (i), and to discuss matters relating to the Transferred Assets or the Purchaser’s, United Receivable I’s, the Originators’ or the Collection Agent’s performance hereunder, under the Contracts and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Purchaser, United Receivables I, the Originators or the Collection Agent, as applicable, having knowledge of such matters.

(c)    Keeping of Records and Books of Account.  United Receivables I shall maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, computer tapes, disks, records and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable). United Receivables I shall give the Purchaser, the Agent, each Group Agent and the Collection Agent prompt notice of any material change in its administrative and operating procedures referred to in the previous sentence.

(d)    Performance and Compliance with Receivables and Contracts and Credit and Collection Policy.  United Receivables I shall, at its own expense, (i) timely and fully perform

and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables; and (ii) timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(e)    Notice of Agent’s Interest.  In the event United Receivables I shall sell or otherwise transfer any interest in accounts receivable or any other financial assets related to such accounts receivable (other than as contemplated by the Transaction Documents), any computer tapes or files or other documents or instruments provided by United Receivables I in connection with any such sale or transfer shall disclose the Agent’s ownership of the Receivables and other Transferred Assets and the Agent’s interest therein (as an assignee of the Purchaser).

(f)    Collections.  United Receivables I shall instruct all Obligors to cause all Collections to be deposited directly into a Lock-box Account or to post office boxes to which only Lock-box Account Banks have access and shall cause all items and amounts relating to such Collections received in such post office boxes to be removed and deposited into a Lock-box Account on a daily basis.

(g)    Collections Received.  United Receivables I shall hold in trust and deposit immediately, but in any event not later than one (1) Business Day of its receipt thereof, to a Blocked Account or a Lock-box Account or, if required by Section 2.9 or Section 6.1(j) of the Receivables Purchase Agreement, to a Collection Account, all Collections received by it from time to time.

(h)    Lock-box Accounts and Blocked Accounts.  Each Blocked Account shall at all times be subject to a Blocked Account Agreement and each Lock-box Account shall at all times be subject to a Lock-box Account Agreement.

(i)    Sale Treatment.  United Receivables I shall not account for (including for accounting and tax purposes), or otherwise treat, the transactions contemplated hereby in any manner other than as a sale or capital contribution of Transferred Assets by United Receivables I to the Purchaser. In addition, United Receivables I shall disclose (in a footnote or otherwise) in all of its financial statements (including any such financial statements consolidated with any other Persons’ financial statements) the existence and nature of the transaction contemplated hereby and the interest of the Purchaser in the Transferred Assets.

(j)    Ownership Interest, Etc.  United Receivables I shall, at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable ownership or security interest in the Receivables, the Related Security and proceeds with respect thereto, and a first priority perfected security interest in the Transferred Assets, in each case free and clear of any Adverse Claim, in favor of the Purchaser, including taking such action to perfect, protect or more fully evidence the interest of the Purchaser, as the Purchaser may reasonably request; provided, that the perfected ownership or security interest of the Purchaser in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, further, that the perfected ownership or security interest of the Purchaser in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof.

(k)    Federal Assignment of Claims Act.  At any time that a Termination Event has occurred and is continuing United Receivables I shall, upon the request of the Purchaser, comply fully with the Federal Assignment of Claims Act and other similar applicable Laws with respect to any assignment of Receivables.

(l)    Financial Covenants.  United Receivables I shall cause the Collection Agent to comply with the financial covenants set forth on Schedule VI at the times set forth therein.

SECTION 6.3    Negative Covenants of United Receivables I.  At all times from the date hereof to the Final Payout Date:

(a)    Sales, Liens, etc.  Except as otherwise provided herein, in the Originator Purchase and Contribution Agreement and in the Receivables Purchase Agreement, United Receivables I shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (or the filing of any financing statement) any of the Transferred Assets.

(b)    No Extension or Amendment of Receivables.  Except as otherwise permitted in Section 7.2 of the Receivables Purchase Agreement at any time when United Receivables I is the Servicer, United Receivables I shall not extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

(c)    No Change in Business or Credit and Collection Policy.  United Receivables I shall not make any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, (i) materially adversely affect the collectibility of any Receivable or otherwise have a Material Adverse Effect, (ii) materially adversely effect the interests of the Purchaser or any Secured Party in its capacity as a Secured Party under the Transaction Documents (provided, that the determination as to whether or not there would be or has been any materially adversely effect on any Secured Party shall be made by such Secured party in its sole and absolute discretion), or (iii) cause the Credit and Collection Policy to be less restrictive than it was prior to such change. In the event that United Receivables I makes any material change to the Credit and Collection Policy that is not prohibited by the preceding sentence, it shall, no later than three (3) Business Days prior to the effectiveness of such change, provide the Purchaser, the Agent and each Group Agent with an updated Credit and Collection Policy and a written summary of all material changes.

(d)    Change in Payment Instructions to Obligors; Amendment to Blocked Account Agreements or Lock-box Account Agreements.  United Receivables I shall not add or terminate any bank as a Lock-box Account Bank or any account as a Lock-box Account to or from those listed on Schedule 4.1(l) to the Receivables Purchase Agreement or make any change in its instructions to Obligors regarding payments to be made to any Lock-box Account, unless (i) such instructions are to deposit such payments to another existing Lock-box Account or to a Collection Account in accordance with Section 2.9 of the Receivables Purchase Agreement or (ii) the Purchaser, the Agent and each Group Agent shall have received written notice of such addition, termination or change at least ten (10) Business Days prior thereto and the Agent shall have received a Lock-box Account Agreement executed by each new Lock-box Account Bank or an existing Lock-box Account Bank with respect to each new Lock-box Account. United

Receivables I shall not add or terminate any bank as a Blocked Account Bank or any account as a Blocked Account to or from those listed on Schedule 4.1(k) to the Receivables Purchase Agreement, unless (i) the Purchaser, the Agent and each Group Agent shall have received written notice of such addition, termination or change at least ten (10) Business Days prior thereto and the Agent shall have received a Blocked Account Agreement executed by each new Blocked Account Bank or an existing Blocked Account Bank with respect to each new Blocked Account. United Receivables I will not permit any provision of any Lock-box Account Agreement or Blocked Account Agreement to be changed, amended, modified or waived without the prior written consent of the Agents.

(e)    Deposits to Lock-Box Accounts.  United Receivables I shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-box Account, Blocked Account or the Collection Account cash or cash proceeds other than Collections and, to the limited extent permitted herein, Identifiable Combined Assets.

(f)    Change of Name, Etc.  United Receivables I shall not change its name, identity, structure (including a merger) or jurisdiction of organization or any other change which could render any UCC financing statement filed in connection with this Agreement or any other Transaction Document to become “seriously misleading” under the UCC, unless at least ten (10) Business Days prior to the effective date of any such change United Receivables I delivers to the Purchaser and the Agent (i) such documents, instruments or agreements, prepared at United Receivables I ‘s expense and executed by United Receivables I as are necessary to reflect such change and to continue the perfection of the Purchaser’s or the Agent’s, as applicable, ownership interests or security interests in the Transferred Assets or as are reasonably requested by the Purchaser or the Agent in connection with such change and (ii) to the extent deemed necessary, desirable or appropriate by the Purchaser or the Agent, new or amended Lock-box Account Agreements and Blocked Account Agreements executed by the Lock-box Account Banks and Blocked Account Banks which reflect such change and enable the Agent to continue to exercise its rights contained in Section 7.3.

(g)    Amendment to Parent Undertaking Agreement.  United Receivables I shall not amend, modify, or supplement the Parent Undertaking Agreement or waive any provision thereof, without giving prior written notice to the Purchaser, each Agent and, if any such amendment, supplement, waiver or modification is material, without in each case the prior written consent of the Purchaser and each Agent; nor shall United Receivables I take any other action under the Parent Undertaking Agreement that could reasonably be expected to have a Material Adverse Effect or which is inconsistent with the terms of this Agreement.

(h)    Sales of Transferred Assets.  United Receivables I shall not sell any Transferred Asset other than through, under, and pursuant to the terms hereof.

ARTICLE VII

TERM AND TERMINATION

SECTION 7.1    Term.  This Agreement shall commence as of the Closing Date and shall continue in full force and effect until the earliest of (a) the date after the Termination Date designated by the Purchaser or United Receivables I as the termination date at any time

following thirty (30) day’s written notice to the other and the Agent, (b) the date following the date on which the Purchaser declares, by notice to United Receivables I and the Agent, the Purchase Termination Date to have occurred following the occurrence of a PCA Termination Event pursuant to Section 7.3, (c) the date on which any Event of Bankruptcy with respect to United Receivables I, the Purchaser, the Parent or any Originator occurs (any such date being a “Purchase Termination Date”); provided, however, that the occurrence of the Purchase Termination Date pursuant to this Section 7.1 shall not discharge any Person from any obligations incurred prior to the Purchase Termination Date, including any obligations to make any payments with respect to the interest of the Purchaser in any Transferred Asset sold prior to the Purchase Termination Date; provided, further, that (i) the rights and remedies of the Purchaser with respect to any representation and warranty made or deemed to be made by United Receivables I pursuant to this Agreement, (ii) the indemnification and payment provisions of Article VIII, and (iii) the agreements set forth in Sections 2.2, 2.3, 2.4 and 9.11 shall survive any termination of this Agreement.

SECTION 7.2    Effect of Purchase Termination Date.  Following the occurrence of the Purchase Termination Date pursuant to Section 7.1, United Receivables I shall not sell, and the Purchaser shall not purchase, any Transferred Assets. No termination or rejection or failure to assume the executory obligations of this Agreement in any Event of Bankruptcy with respect to United Receivables I or the Purchaser shall be deemed to impair or affect the obligations pertaining to any executed sale or executed obligations, including pre-termination breaches of representations and warranties by United Receivables I or the Purchaser. Without limiting the foregoing, prior to the Purchase Termination Date, the failure of United Receivables I to deliver computer records of any Transferred Assets or any reports regarding any Transferred Assets shall not render such transfer or obligation executory, nor shall the continued duties of the parties pursuant to Article IV or Section 8.1 of this Agreement render an executed sale executory.

SECTION 7.3    PCA Termination Events.  The occurrence of any one or more of the following events shall constitute a “PCA Termination Event”:

(a) United Receivables I (i) shall fail to make any payment, transfer or deposit required to be made by it hereunder or under any other Transaction Document when due (or, in the case of a default in payment of an amount less than $10,000 resulting solely from an administrative error or omission by United Receivables I, such default continues for a period of one (1) Business Day) or (ii) shall fail to observe or perform any other term, covenant or agreement hereunder or under any of the other Transaction Documents to which United Receivables I is a party or by which United Receivables I is bound, and such failure shall remain unremedied for ten (10) days after written notice thereof shall have been given to United Receivables I by the Purchaser or any Agent; or

(b) any representation, warranty, certification or statement made or deemed made by United Receivables I in this Agreement or any other Transaction Document to which it is a party or in any other information, report or document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made or delivered; or

(c) there shall have occurred any material adverse change in the operations of United Receivables I since March 31, 2003 or any other Material Adverse Effect shall have occurred; or

(d) the amount of purchase price payable pursuant to Section 3.1(b) on the date of any purchase hereunder, minus the amount of such purchase price paid in cash on such day exceeds the Unpaid Balance of Receivables that United Receivables I contributes to the Purchaser on such day; provided that such event shall not constitute a PCA Termination Event if on such day United Receivables I, makes a capital contribution to the Purchaser in cash in the amount of such excess; or

(e) any material provision of this Agreement or any other Transaction Document to which United Receivables I is a party shall cease to be in full force and effect or shall cease to be a legal, valid and binding obligation of United Receivables I, as applicable, or United Receivables I shall so state in writing.

SECTION 7.4    Remedies.  Upon any such event, the Purchaser may, by notice to United Receivables I, declare the Purchase Termination Date to have occurred (in which case the Purchase Termination Date shall be deemed to have occurred) or designate a date to be the Purchase Termination Date. Upon any such declaration or designation, the Purchaser shall have, in addition to the rights and remedies under this Agreement, all other rights and remedies with respect to the Transferred Assets provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.1    Indemnities by United Receivables I.  Without limiting any other rights which the Seller Indemnified Parties may have hereunder or under applicable law, United Receivables I hereby jointly and severally agrees to indemnify the Purchaser and its successors, transferees and assigns and all officers, directors, shareholders, controlling persons, employees, counsel and other agents of any of the foregoing (collectively, “Seller Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between United Receivables I and any of the Seller Indemnified Parties or between any of the Seller Indemnified Parties and any third party arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Purchaser or any other Seller Indemnified Party of any interest in any Transferred Asset or any of the other transactions contemplated hereby or thereby, or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Purchaser or any other Seller Indemnified Party of any interest in any Transferred Asset or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, (ii) Seller Indemnified Amounts in respect of any franchise, net income or other income tax imposed on such Seller Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located or in which it is organized and any political subdivision thereof, and (iii) Seller Indemnified Amounts that would provide recourse to United Receivables I for amounts due in respect of Receivables that are uncollectable solely due to the Obligor’s financial inability to pay or credit default with respect thereto. Without limiting the generality of the

foregoing, and subject to the exclusions set forth in the preceding sentence, United Receivables I shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts relating to or resulting from:

(a) any representation or warranty made by any Originator (including any Originator or any of its Affiliates in the capacity as the Collection Agent), any officers of any Originator (including, in its capacity as the Collection Agent or any Affiliate of any Originator acting as Collection Agent), United Receivables I or any officers of United Receivables I under or in connection with this Agreement, the Receivables Purchase Agreement, any of the other Transaction Documents, any Collection Agent Report or any other information or report delivered by United Receivables I pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or deemed made;

(b) the failure by any Originator (including, in its capacity as the Collection Agent or any Affiliate of any Originator acting as Collection Agent) or United Receivables I to comply with any applicable Law with respect to any Transferred Asset or the related Contract, or the nonconformity of any Transferred Asset or the related Contract with any such applicable Law or the transfer or sale of any Transferred Asset in violation of applicable Law;

(c) the failure to vest and maintain vested in the Purchaser a first priority, perfected ownership interest in the Transferred Assets free and clear of any Adverse Claim;

(d) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Transferred Assets;

(e) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables or the related Contracts restricting assignment of any Receivables;

(f) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable;

(g) the transfer of an interest in any Receivable other than an Eligible Receivable;

(h) the failure by United Receivables I to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties or obligations under the Receivables or related Contracts;

(i) the Net Investment exceeding the Net Receivables Pool Balance, minus the Required Reserves at any time prior to the Termination Date;

(j) the failure of United Receivables I to pay when due any sales, excise or personal property taxes payable in connection with any of the Receivables;

(k) any repayment by any Seller Indemnified Party of any amount previously distributed in reduction of Net Investment which such Seller Indemnified Party believes in good faith is required to be made;

(l) except as expressly set forth in the Transaction Documents, the commingling by United Receivables I of Collections of Receivables at any time with any other funds;

(m) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of any purchase of any Transferred Asset by United Receivables I, the ownership of the Transferred Assets (excluding any collection costs of the Agent, any Group Agent or the Investors where the Obligor is financially unable to pay);

(n) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of United Receivables I to qualify to do business or file any notice of business activity report or any similar report;

(o) any attempt by any Person to void, rescind or set-aside any transfer by United Receivables I to the Purchaser of any Transferred Asset under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code or other insolvency law;

(p) any action taken by United Receivables I in the enforcement or collection of any Receivable;

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

(r) the transactions contemplated hereby being characterized as other than debt for the purposes of the Code; or

(s) any and all amounts paid or payable by the Purchaser pursuant to Sections 9.2, 9.3 or 9.4 of the Receivables Purchase Agreement.

ARTICLE IX

MISCELLANEOUS PROVISIONS

SECTION 9.1    Waivers; Amendments.  (a) No failure or delay on the part of the Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law.

(b)    Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Purchaser and United Receivables I and consented to in writing by the Agents.

SECTION 9.2    Notices.  All communications and notices provided for hereunder shall be provided in the manner described in Section 11.3 of the Receivables Purchase Agreement.

SECTION 9.3    Governing Law.  THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND OTHER THAN LAWS RELATING TO THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTON AND PRIORITY OF SECURITY INTERESTS). EACH OF UNITED RECEIVABLES I AND THE PURCHASER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF UNITED RECEIVABLES I AND THE PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS SECTION 9.3 SHALL AFFECT THE RIGHT OF ANY PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST UNITED RECEIVABLES I OR THE PURCHASER.

SECTION 9.4    Integration.  This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

SECTION 9.5    Severability of Provisions.  If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions.

SECTION 9.6    Counterparts; Facsimile Delivery.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery by facsimile of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof.

SECTION 9.7    Binding Effect; Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall also inure to the benefit of the parties to the Originator Purchase and Contribution Agreement and the Receivables Purchase Agreement and their respective successors and assigns. United Receivables I may not assign its rights or obligations hereunder without the prior written consent of the Purchaser and the Agents. United Receivables I acknowledges that the Purchaser’s rights under this Agreement may be assigned to the Agent, on behalf of the Investors, under the Receivables Purchase Agreement and United Receivables I consents to such assignment and to the exercise of those rights directly by the Purchaser, to the extent permitted by the Receivables Purchase Agreement.

SECTION 9.8    Costs, Expenses and Taxes.  In addition to its obligations under Section 8.1, United Receivables I agrees, jointly and severally, to pay on demand (a) all costs and expenses incurred by the Purchaser and its assigns in connection with the enforcement of, or any actual or claimed breach of, this Agreement, including the reasonable fees and expenses of counsel to any of such Persons incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under this Agreement in connection with any of the foregoing and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement.

SECTION 9.9    Waiver of Confidentiality.  (a) Each of United Receivables I and the Purchaser hereby consents to the disclosure of any non-public information with respect to it received by any Agent, any Investor or any Administrator to any other Investor or potential Investor, any Agent, any Administrator, any nationally recognized statistical rating organization rating any Conduit Investor’s Commercial Paper, any regulatory body or reinsurer, any dealer or placement agent of or depositary for any Conduit Investor’s Commercial Paper, the Administrator, any Support Facility Provider or any of such Person’s counsel or accountants in relation to this Agreement or any other Transaction Document.

(b)    Notwithstanding paragraph (a) above, the Purchaser hereby agrees that, in the event it receives any written non-public information from United Receivables I or any Originator that is clearly marked on the cover thereof as being confidential or proprietary, such Person will use reasonable efforts to inform any third party to whom such Person provides such information that such information is confidential or proprietary; provided, that the Purchaser shall not have any liability as a result of this Section 9.9(b), for any failure to so inform any Persons of the confidential or proprietary nature of such information or in any way arising out of the confidential or proprietary nature of such information.

SECTION 9.10    Confidentiality Agreement.

(a)    Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each party hereto (and each employee, representative or other agent of each party hereto) may disclose to any and all Persons, without limitation of any kind, any information with respect to the United States federal income “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such parties (or their representatives) relating to such tax treatment

and tax structure; provided that, with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transactions contemplated hereby as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal income tax treatment or tax structure of the transactions contemplated hereby.

(b)    Subject to paragraph (a) above and except as otherwise provided herein, each of United Receivables I and the Purchaser hereby agrees that it will not disclose the contents of this Agreement or any other Transaction Document or any other proprietary or confidential information of or with respect to any Investor, any Agent, any Administrator or any Support Facility Provider to any other Person except (a) its auditors and attorneys, employees or financial advisors (other than any commercial bank) and any nationally recognized statistical rating organization, provided such auditors, attorneys, employees, financial advisors or rating agencies are informed of the highly confidential nature of such information or (b) as otherwise required by order of a court of competent jurisdiction or by applicable law (including, without limitation, filings required under the Securities Exchange Act of 1934; provided that each of the Purchaser and United Receivables I may file with the Securities and Exchange Commission such information if it so determines that such information should be filed; provided, further, that neither the Purchaser nor United Receivables I shall be authorized to file any fee letter or any other document that contains pricing or fee information regarding the transaction contemplated hereby (it being understood by the parties hereto for purposes of this Section 9.10(b) that this Agreement does not contain any such pricing or fee information)).

SECTION 9.11    No Proceedings; Limited Recourse.  United Receivables I covenants and agrees, for the benefit of the parties to the Originator Purchase and Contribution Agreement and the Receivables Purchase Agreement, that it shall not institute against the Purchaser, or join any other Person in instituting against the Purchaser, any proceeding of a type referred to in the definition of Event of Bankruptcy until one year and one day after the Final Payout Date. In addition, all amounts payable by the Purchaser to United Receivables I pursuant to this Agreement shall be payable solely from funds available for that purpose pursuant to the Receivables Purchase Agreement.

SECTION 9.12    Further Assurances.  United Receivables I and the Purchaser each agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other parties more fully to effect the purposes of this Agreement.

[SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the Purchaser and United Receivables I have caused this Purchase and Contribution Agreement to be duly executed by their respective officers as of the day and year first above written.

UNITED RENTALS RECEIVABLES LLC I
By:
	Name:
	Title:

UNITED RENTALS RECEIVABLES LLC II
By:
	Name:
	Title:

SCHEDULE I

UNITED RECEIVABLES I INFORMATION

SCHEDULE II

LOCK-BOX ACCOUNT BANKS AND ACCOUNT INFORMATION

SCHEDULE III

BLOCKED ACCOUNT BANKS AND ACCOUNT INFORMATION

ARTICLE I	DEFINITIONS		1
	SECTION 1.1	Definitions	1
	SECTION 1.2	Other Terms	2
	SECTION 1.3	Computation of Time Periods	3
ARTICLE II	SALE AND PURCHASE OF RECEIVABLES AND OTHER TRANSFERRED ASSETS		3
	SECTION 2.1	Sale	3
	SECTION 2.2	Intent of the Parties; Grant of Security Interest	3
	SECTION 2.3	No Recourse	4
	SECTION 2.4	No Assumption of Obligations	4
ARTICLE III	CONSIDERATION AND PAYMENT		4
	SECTION 3.1	Purchase Price	4
ARTICLE IV		ADMINISTRATION AND COLLECTION	4
	SECTION 4.1	Servicing of Transferred Assets	4
	SECTION 4.2	Deemed Collections	5
	SECTION 4.3	Actions Evidencing Purchases	5
ARTICLE V	REPRESENTATIONS AND WARRANTIES		6
	SECTION 5.1	Mutual Representations and Warranties	6
	SECTION 5.2	United Receivables I’s Additional Representations and Warranties	7
	SECTION 5.3	Reaffirmation of Representations and Warranties by United Receivables I; Notice of Breach	10
ARTICLE VI	COVENANTS		11
	SECTION 6.1	Mutual Covenants	11
	SECTION 6.2	Affirmative Covenants of United Receivables I	16
	SECTION 6.3	Negative Covenants of United Receivables I	18
ARTICLE VII	TERM AND TERMINATION		19
	SECTION 7.1	Term	19
	SECTION 7.2	Effect of Purchase Termination Date	20
	SECTION 7.3	PCA Termination Events	20
	SECTION 7.4	Remedies	21
ARTICLE VIII	INDEMNIFICATION		21
	SECTION 8.1	Indemnities by United Receivables I	21

ARTICLE IX	MISCELLANEOUS PROVISIONS		23
	SECTION 9.1	Waivers; Amendments	23
	SECTION 9.2	Notices	24
	SECTION 9.3	Governing Law	24
	SECTION 9.4	Integration	24
	SECTION 9.5	Severability of Provisions	24
	SECTION 9.6	Counterparts; Facsimile Delivery	24
	SECTION 9.7	Binding Effect; Assignment	25
	SECTION 9.8	Costs, Expenses and Taxes	25
	SECTION 9.9	Waiver of Confidentiality	25
	SECTION 9.10	Confidentiality Agreement	25
	SECTION 9.11	No Proceedings; Limited Recourse	26
	SECTION 9.12	Further Assurances	26

SCHEDULE I	United Receivables I Information
SCHEDULE II	Blocked Account Banks and Account Information
SCHEDULE III	Lock-box Account Banks and Account Information

EX-10.(G)

Exhibit 10(g)

PARENT UNDERTAKING AGREEMENT

AGREEMENT, dated as of June 17, 2003, made by UNITED RENTALS, INC., a Delaware corporation (the “Parent”), in favor of DEUTSCHE BANK SECURITIES, INC. (“Deutsche Bank”), as agent (the “Agent”) for the benefit of the Secured Parties.

PRELIMINARY STATEMENTS:

(1)    United Rentals (North America), Inc., a Delaware Corporation (“URNA”), United Rentals Northwest, Inc., an Oregon Corporation (“URNW”), United Rentals Southeast, L.P., a Georgia limited partnership (“URSE”) and United Equipment Rentals Gulf, L.P., a Texas limited partnership (“UR Gulf”) (each of URNA, URNW, URSE and UR Gulf, an “Originator” and, collectively, the “Originators”) and United Rentals Receivables LLC I, a Delaware limited liability company (“United Receivables I”) have entered into a Purchase and Contribution Agreement, dated as of June 17, 2003 (such agreement, as it may hereafter be amended or otherwise modified from time to time, being the “Purchase Agreement”).

(2)    Deutsche Bank, a Delaware corporation, as the Agent, United Rentals Receivables LLC II, a Delaware limited liability company, as Seller, United Rentals, Inc., a Delaware corporation, as Collection Agent, Gemini Securitization Corp., as an Investor, Deutsche Bank, AG, New York Branch, as a Group Agent, Administrator and an Investor, the entities from time to time that become party thereto as Investors, the entities from time to time that become parties thereto as agent of Investor Groups and the entities that from time to time become parties thereto as Administrators, have entered into a Receivables Purchase Agreement, dated as of June 17, 2003 (such agreement, as it may hereafter be amended or otherwise modified from time to time, being the “Receivables Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined).

(3)    It is a condition precedent to the making of purchases of Transferred Assets (as defined in the Purchase Agreement) by United Receivables I under the Purchase Agreement and to the making of purchases of Affected Assets by the Investors under the Receivables Agreement that the Parent, of which each Originator is a direct or indirect wholly owned subsidiary, shall have executed and delivered this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to (i) induce United Receivables I to make purchases under the Purchase Agreement and (ii) induce the Investors to make purchases under the Receivables Agreement, the Parent hereby agrees as follows:

SECTION  1.    Unconditional Undertaking.

(a)    The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of United Receivables I, the Seller and the Agent, on behalf of the Secured Parties, to cause the due and punctual performance and observance by (i) each of the Originators of all of the terms, covenants, conditions, agreements and undertakings on the part of each such Originator to be performed or observed under the Purchase Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of each of the Originators now or hereafter existing under the Purchase Agreement, whether for deemed collections, indemnification payments, fees, expenses or similar obligations (all of the foregoing being, the “Originator Obligations”), and (ii) the Collection Agent, so long as it is an Affiliate of the Parent (other than SPV I or SPV II) (an “Affiliate Collection Agent”), of all of the terms, covenants, conditions, agreements and undertakings on the part of such Affiliate Collection Agent to be performed or observed under the Receivables Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of each Affiliate Collection Agent now or hereafter existing under the Receivables Agreement, whether for indemnification payments, fees, expenses or similar obligations (all of the foregoing, the “Affiliate Collection Agent Obligations”, and together with the Originator Obligations, the “Obligations”) and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by United Receivables I, the Seller, the Agent and the Secured Parties in enforcing any rights under this Agreement.

(b)    In the event that the Originators shall fail in any manner whatsoever to perform or observe any of the Originator Obligations when the same shall be required to be performed or observed under the Purchase Agreement, then the Parent will duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Originator Obligations, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Originator Obligation (or to cause the same to be performed or observed) that United Receivables I, the Seller, the Agent or any Secured Party shall have first made any request of or demand upon or given any notice to the Parent or to the Originators or their respective successors or assigns, or have

2

instituted any action or proceeding against the Parent or the Originators or their respective successors or assigns in respect thereof.

(c)    In the event that an Affiliate Collection Agent shall fail in any manner whatsoever to perform or observe any of the Affiliate Collection Agent Obligations when the same shall be required to be performed or observed under the Receivables Agreement, then the Parent will duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Affiliate Collection Agent Obligations, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Affiliate Collection Agent Obligation (or to cause the same to be performed or observed) that United Receivables I, the Seller, the Agent or any Secured Party shall have first made any request of or demand upon or given any notice to the Parent or to the Affiliate Collection Agent or their respective successors or assigns, or have instituted any action or proceeding against the Parent or the Affiliate Collection Agent or their respective successors or assigns in respect thereof.

SECTION  2.    Obligation Absolute.

The Parent undertakes that the Obligations will be performed or paid strictly in accordance with the terms of the Purchase Agreement or the Receivables Agreement, as applicable, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of United Receivables I, the Seller, the Agent or the Secured Parties with respect thereto. The obligations of the Parent under this Agreement are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Parent to enforce this Agreement, irrespective of whether any action is brought against any Originator or any Affiliate Collection Agent or whether any Originator or any Affiliate Collection Agent is joined in any such action or actions. The liability of the Parent under this Agreement shall be absolute and unconditional irrespective of:

(i)    any lack of validity or enforceability of the Purchase Agreement, the Receivables Agreement or any other agreement or instrument relating thereto;

(ii)    any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Purchase Agreement, the Receivables Agreement or any other agreement or instrument relating

3

thereto, including, without limitation, any increase in the Obligations resulting from additional purchases of Receivables (as defined in the Purchase Agreement and the Receivables Agreement) or otherwise;

(iii)    any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations;

(iv)    any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of any Originator or any Affiliate Collection Agent;

(v)    any change, restructuring or termination of the corporate structure or existence of any Originator or any Affiliate Collection Agent;

(vi)    any change in the party acting as Collection Agent under the Receivables Agreement; or

(vii)    any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Originator, any Affiliate Collection Agent or a guarantor.

This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by United Receivables I, the Seller, the Agent or any Secured Party upon the insolvency, bankruptcy or reorganization of any Originator, or any Affiliate Collection Agent or otherwise, all as though payment had not been made.

SECTION  3.    Waiver.

The Parent hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Agreement and any requirement that United Receivables I, the Seller, the Agent or any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against any Originator, any Affiliate Collection Agent or any other person or entity or any collateral.

SECTION  4.    Subrogation.

The Parent hereby waives and releases all rights of subrogation against the Originators, any Affiliate Collection Agent and their respective

4

property and all rights of indemnification, contribution and reimbursement from the Originators, any Affiliate Collection Agent and their respective property, in each case in connection with this Agreement and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise.

SECTION  5.    Representations and Warranties.

The Parent represents and warrants as follows:

(a)    The Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement.

(b)    The execution, delivery and performance by the Parent of this Agreement (i) are within the Parent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not contravene (w) the charter, articles of incorporation or bylaws of the Parent, (x) any law, rule or regulation applicable to the Parent, (y) any contractual restriction binding on or affecting the Parent or its property, the violation of which could reasonably be expected to have a material adverse effect on the Parent, or an adverse effect on the collectibility of any Affected Assets or on the performance by the Parent of its obligations hereunder (for any reason other than the occurrence of an adverse effect, whether material or not, on the Parent with respect to determining whether an adverse effect on the collectibility of any Affected Assets or on the performance by the Parent of its obligations hereunder has occurred) or (z) any order, writ, judgment, award, injunction or decree binding on or affecting the Parent or its property. This Agreement has been duly executed and delivered by a duly authorized officer of the Parent.

(c)    No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Parent of this Agreement, except for those already obtained.

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

5

(e)    The consolidated balance sheets of the Parent and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of the Parent and its Subsidiaries for such fiscal year, copies of which have been furnished to the Agent, fairly present in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date and the consolidated results of the operations of the Parent and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since March 31, 2003 there has been no material adverse change in the business, operations, property or financial or other condition of the Parent.

(f)    Except as set forth in Schedule I hereto, there is no pending or, to the Parent’s knowledge, threatened action or proceeding affecting the Parent before any court, governmental agency or arbitrator which could reasonably be expected to materially adversely affect the financial condition or operations of the Parent or materially adversely affect the ability of the Parent to perform its obligations under this Agreement or which purports to affect the legality, validity or enforceability of this Agreement.

(g)    All information and each financial statement, document, book, record or report furnished at any time by the Parent to United Receivables I, the Seller, the Agent or any Secured Party in connection with this Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to United Receivables I, the Seller, the Agent or such Secured Party, as the case may be, at such time) as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(h)    Each Originator is a direct or indirect wholly owned subsidiary of the Parent.

(i)    The obligations of the Parent under this Agreement do rank and will rank at least pari passu in priority of payment and in all other respects with all other unsecured Debt of the Parent.

SECTION  6.    Covenants.

The Parent covenants and agrees that, until the latest of payment in full of the Obligations, the Purchase Termination Date (as defined in the Purchase Agreement), the Termination Date, the date on which there is no Unpaid Balance

6

of any Receivable (as defined in the Purchase Agreement) outstanding or the date (i) all other amounts owed by the Originators under the Purchase Agreement to United Receivables I are paid in full and (ii) all Affiliate Collection Agent Obligations owed by an Affiliate Collection Agent under the Receivables Agreement are paid in full, the Parent will, unless the Agent (on behalf of the Secured Parties) shall otherwise consent in writing:

(a)    Compliance with Laws, Etc.  Comply in all material respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties.

(b)    Preservation of Corporate Existence.  Preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each relevant jurisdiction, except to the extent that the failure so to preserve and maintain such existence, rights, franchises, privileges and qualification would not materially adversely affect the interests of United Receivables I, the Seller, the Agent or any Secured Party hereunder, or the ability of the Parent to perform its obligations hereunder.

(c)    Reporting Requirements.  Furnish to the Agent:

(i)  as soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year of the Parent and its Subsidiaries, consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and consolidated statements of income and retained earnings of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of the Parent; provided, that upon the filing of any such document on Edgar, the Parent shall be deemed to have delivered such document in accordance with the terms hereof;

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

7

any such document on Edgar, the Parent shall be deemed to have delivered such document in accordance with the terms hereof;

(iii) together with the financial statements required hereunder, a compliance certificate signed by the Parent’s chief financial officer stating that (A) the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the Parent and its Subsidiaries and (B) to the best of such Person’s knowledge, no Termination Event, Potential Termination Event, PCA Termination Event or Potential PCA Termination Event exists, or if any Termination Event, Potential Termination Event, PCA Termination Event or Potential PCA Termination Event exists, stating the nature and status thereof and showing the computation of, and showing compliance with, each of the financial ratios and restrictions set forth in Section 6.2(l) of the Purchase Agreement

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

(v) promptly following any such request, such other information (including, to the extent such information is available to the Parent, or can be obtained or prepared by the Parent without unreasonable expense, non-financial information), as the Agent may from time to time reasonably request with respect to the Receivables (as defined in the Purchase Agreement), the Parent, United Receivables I, any Originator or any Affiliate Collection Agent.

(d)    Ownership.  Maintain each Originator as a direct or indirect wholly owned subsidiary of the Parent.

8

SECTION 7.  Amendments, Etc.

No amendment or waiver of any provision of this Agreement, and no consent to any departure by the Parent herefrom, shall in any event be effective unless the same shall be in writing and signed by the Parent (only with respect to amendments) and United Receivables I, the Seller and the Agent, as agent for the Secured Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 8.  Addresses for Notices.

All notices and other communications hereunder shall be in writing (which shall include facsimile communication), shall be personally delivered, express couriered, electronically transmitted (in which case receipt shall be confirmed by telephone and a hard copy shall also be sent by regular mail) or mailed by registered or certified mail, if to United Receivables I, at its address at 5 Greenwich Office Park, Greenwich, CT 06830, if to the Seller, at its address at 5 Greenwich Office Park, Greenwich, CT 06830, if to the Agent, at its address at 60 Wall Street, New York, NY 10005 and if to the Parent, at the address set forth under its name on the signature pages hereof, or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Notices and communications by facsimile shall be effective when sent, and notices and communications sent by other means shall be effective when received.

SECTION 9.  No Waiver; Remedies.

No failure on the part of United Receivables I, the Seller, the Agent or any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 10.  Continuing Agreement; Assignments under the Receivables Agreement and the Purchase Agreement.

This Agreement is a continuing agreement and shall

(i)  remain in full force and effect until the latest of (x) the payment and performance in full of the Obligations and the payment of all other

9

amounts payable under this Agreement, (y) the Final Payout Date and (z) the Termination Date,

(ii)  be binding upon the Parent, its successors and assigns and

(iii)  inure to the benefit of, and be enforceable by, United Receivables I, the Seller, the Agent, the Secured Parties and their respective successors, transferees and assigns.

Without limiting the generality of the foregoing clause (iii), any Investor may assign all or any of its interest in Asset Interests under the Receivables Agreement to any assignee as permitted under the Receivables Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Investor herein or otherwise.

SECTION 11.  GOVERNING LAW.

THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY HERETO.

10

IN WITNESS WHEREOF, the Parent has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

UNITED RENTALS, INC.

By:
	Name:
	Title:

Address:

5 Greenwich Office Park

Greenwich, CT 06830

11

Schedule I

12

EX-10.(H)

Exhibit 10 (h)

RECEIVABLES PURCHASE AGREEMENT

by and among

UNITED RENTALS RECEIVABLES LLC II,

UNITED RENTALS, INC.,

as Collection Agent,

THE INVESTORS PARTY HERETO,

DEUTSCHE BANK SECURITIES, INC.,

as Agent,

THE GROUP AGENTS PARTY HERETO

and

THE ADMINISTRATORS PARTY HERETO

TABLE OF CONTENTS

		Page
ARTICLE I        DEFINITIONS		1
SECTION 1.1	Certain Defined Terms	1
SECTION 1.2	Other Terms	24
SECTION 1.3	Computation of Time Periods	25
ARTICLE II        PURCHASES AND SETTLEMENTS		25
SECTION 2.1	Transfer of Affected Assets; Intended Characterization	25
SECTION 2.2	Purchase Price	26
SECTION 2.3	Investment Procedures	27
SECTION 2.4	Determination of Yield and Rate Periods	29
SECTION 2.5	Yield, Fees and Other Costs and Expenses	30
SECTION 2.6	Deemed Collections	30
SECTION 2.7	Payments and Computations, Etc	31
SECTION 2.8	Reports	31
SECTION 2.9	Collection Accounts	31
SECTION 2.10	Sharing of Payments, Etc	32
SECTION 2.11	Right of Setoff	33
SECTION 2.12	Settlement Procedures	33
SECTION 2.13	Optional Reduction of Net Investment; Optional Reduction of Facility Limit	36
SECTION 2.14	Application of Collections Distributable to Seller	37
SECTION 2.15	Collections Held in Trust	37
ARTICLE III        ADDITIONAL COMMITTED INVESTOR PROVISIONS		37
SECTION 3.1	Non-Renewing Committed Investors	37
ARTICLE IV        REPRESENTATIONS AND WARRANTIES		38
SECTION 4.1	Representations and Warranties of the Seller and the Collection Agent	38
SECTION 4.2	Additional Representations and Warranties of the Collection Agent	43
ARTICLE V        CONDITIONS PRECEDENT		43
SECTION 5.1	Conditions Precedent to Closing	43
SECTION 5.2	Conditions Precedent to All Investments and Reinvestments	47
ARTICLE VI        COVENANTS		48
SECTION 6.1	Affirmative Covenants of the Seller and Collection Agent	48

i Receivables Purchase Agreement

TABLE OF CONTENTS

(cont’d)

		Page
SECTION 6.2	Negative Covenants of the Seller and Collection Agent	58
ARTICLE VII        ADMINISTRATION AND COLLECTIONS		62
SECTION 7.1	Appointment of Collection Agent	62
SECTION 7.2	Duties of Collection Agent	63
SECTION 7.3	Lock-Box Account Arrangements and Blocked Account Arrangements	64
SECTION 7.4	Enforcement Rights After Designation of New Collection Agent	65
SECTION 7.5	Collection Agent Default	66
SECTION 7.6	Collection Agent Fee	68
SECTION 7.7	Protection of Ownership Interest of the Investors	68
ARTICLE VIII    TERMINATION EVENTS		68
SECTION 8.1	Termination Events	68
SECTION 8.2	Termination	70
ARTICLE IX        INDEMNIFICATION; EXPENSES; RELATED MATTERS		71
SECTION 9.1	Indemnities by the Seller	71
SECTION 9.2	Indemnity for Taxes, Reserves and Expenses	73
SECTION 9.3	Taxes	75
SECTION 9.4	Other Costs and Expenses; Breakage Costs	76
SECTION 9.5	Indemnities by the Collection Agent	77
ARTICLE X        THE AGENTS		77
SECTION 10.1	Appointment and Authorization of the Agents	77
SECTION 10.2	Delegation of Duties	78
SECTION 10.3	Liability of Agents	78
SECTION 10.4	Reliance by Agents	78
SECTION 10.5	Notice of Termination Event, Potential Termination Event or Collection Agent Default	79
SECTION 10.6	Credit Decision; Disclosure of Information by the Agents	79
SECTION 10.7	Indemnification of the Agents	80
SECTION 10.8	Agents in Individual Capacity	80
SECTION 10.9	Resignation of Agent	80
SECTION 10.10	Payments by the Agents	81

ii

TABLE OF CONTENTS

(cont’d)

		Page
ARTICLE XI        MISCELLANEOUS		81
SECTION 11.1	Term of Agreement	81
SECTION 11.2	Waivers; Amendments	81
SECTION 11.3	Notices; Payment Information	82
SECTION 11.4	Governing Law; Submission to Jurisdiction; Appointment of Service Agent	82
SECTION 11.5	Integration	83
SECTION 11.6	Severability of Provisions	83
SECTION 11.7	Counterparts; Facsimile Delivery	83
SECTION 11.8	Successors and Assigns; Binding Effect	84
SECTION 11.9	Waiver of Confidentiality	87
SECTION 11.10	Confidentiality Agreement	87
SECTION 11.11	No Bankruptcy Petition Against the Conduit Investor	88
SECTION 11.12	No Recourse Against any Conduit Investor	88

iii

TABLE OF CONTENTS

(cont’d)

		Page
Annex I	Calculation of Required Reserves
Schedules
Schedule 1	Special Account Classifications
Schedule 2	Lessors of Equipment
Schedule 4.1(f)	List of Actions and Suits
Schedule 4.1(j)	Location of Certain Offices and Records
Schedule 4.1(k)	List of Lock-box Account Banks and Lock-box Accounts
Schedule 4.1(l)	List of Blocked Account Banks and Blocked Accounts
Schedule 6.1	Financial Covenants
Schedule 6.1(a)	Post-Closing Search Names
Schedule 11.3	Address and Payment Information
Exhibits
Exhibit A	Form of Assignment and Assumption Agreement
Exhibit B	[Reserved]
Exhibit C	Credit and Collection Policies and Practices
Exhibit D	Form of Investment Request
Exhibit E-1	Form of Blocked Account Agreement
Exhibit E-2	Form of Collection Account Agreement
Exhibit E-3	Form of Lock-box Account Agreement
Exhibit F-1	Form of Daily Report
Exhibit F-2	Form of Monthly Report
Exhibit G	Form of the Seller’s Secretary’s Certificate
Exhibit H	Forms of Collection Agent Secretary’s Certificate
Exhibit I	Form of Opinion of Counsel for the Seller, Originators and Collection Agent

iv

RECEIVABLES PURCHASE AGREEMENT

This RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of June 17, 2003, by and among UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Seller”), UNITED RENTALS, INC., a Delaware corporation (“United Rentals”), as the initial Collection Agent, the entities from time to time parties hereto as Conduit Investors, the entities from time to time parties hereto as Committed Investors, the entities from time to time party hereto as agents for the Investor Groups (each such party, a “Group Agent”), the entities from time to time parties hereto as Administrators and DEUTSCHE BANK SECURITIES, INC., a Delaware corporation (“DBSI”), as the administrative agent for the Investors.

ARTICLE I

DEFINITIONS

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

“Additional Costs” is defined in Section 9.2(d).

“Administrator” means Deutsche Bank or an Affiliate thereof, as Administrator for Gemini, or Deutsche Bank or an Affiliate thereof, as administrator for any Conduit Assignee that is part of the same Investor Group as Gemini and any other Person that becomes a party hereto as an “Administrator.”

“Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person (including any UCC financing statement or any similar instrument filed against such Person’s assets or properties).

“Affected Assets” means, collectively, (a) the Receivables, (b) the Related Security, (c) all rights and remedies of the Seller under the Seller Purchase and Contribution Agreement and under the Originator Purchase and Contribution Agreement, together with all financing statements filed by the Seller or United Receivables I against the Originators or United Receivables I in connection therewith, (d) all Blocked Accounts and all funds and investments therein and all Blocked Account Agreements, (e) all Lock-box Accounts and all funds and investments therein and all Lock-box Account Agreements, and (f) all proceeds of the foregoing.

“Affiliate” means as to any Person, any other Person which, directly or indirectly, owns, is in control of, is controlled by, or is under common control with, such Person, in each case whether beneficially, or as a trustee, guardian or other fiduciary. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the other Person, whether through the ownership of voting securities or membership interests, by contract, or otherwise.

“Agent” means DBSI, in its capacity as agent for the Investors, and any successor thereto appointed pursuant to Article X.

“Agent Fee Letter” means the confidential letter agreement dated the date hereof among the Parent, the Investors and the Agents with respect to the fees to be paid by the Seller and the Parent to the Agents and the Investors.

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

“Agents” means, collectively, the Agent and each Group Agent.

“Aggregate Unpaids” means, at any time, an amount equal to the sum of (a) the aggregate unpaid Yield accrued and to accrue to maturity with respect to all Rate Periods at such time, (b) the Net Investment at such time and (c) all other amounts owed (whether or not then due and payable) hereunder and under the other Transaction Documents (including fees) by the Seller, and the Originators to the Agent, the Administrator, the Investors or the Indemnified Parties at such time.

“Agreement” is defined in the preamble.

“Alternate Rate” means, for any Rate Period for any Portion of Investment, an interest rate per annum equal to 0.25% per annum above the Offshore Rate for such Rate Period; provided, however, that in the case of: any Rate Period which commences on a date other than a Settlement Date or which commences prior to the Agent receiving at least three (3) Business Days notice thereof, the “Alternate Rate” for each day in such Rate Period shall be an interest rate per annum equal to the Base Rate in effect on such day. The “Alternate Rate” for any date on or after the declaration or automatic occurrence of Termination Date pursuant to Section 8.2 shall be an interest rate equal to 0.50% per annum above the Base Rate in effect on such day.

“Asset Interest” is defined in Section 2.1(b).

“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit A.

“Bank of America Accounts” is defined in Section 2.9(a).

“Bank of America Collection Account” is defined in Section 2.9(a).

“Bank of America Interest Account” is defined in Section 2.9(a).

“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, 11 U.S.C. §§ 101 et seq.

“Base Rate” means, for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate for such day, plus  ¹/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the applicable Administrator as its “prime rate.” The “prime rate” is a rate set by such Administrator based upon various factors including such Administrator’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the prime rate announced by any Administrator shall take effect at the opening of business on the day specified in the public announcement of such change.

2

“Blocked Account” means an account maintained in the name of the Seller by the Collection Agent at a Blocked Account Bank for the purpose of receiving Branch Collections, which accounts, as of the date hereof, are set forth on Schedule 4.1(l). The term “Blocked Account” shall also include any account added as a Blocked Account pursuant to and in accordance with Section 7.3(b).

“Blocked Account Agreement” means an agreement among the Seller, the Collection Agent, the Agent and a Blocked Account Bank in substantially the form of Exhibit E-1 or in such other form as may be approved by the Agent.

“Blocked Account Bank” means a bank at which a Blocked Account is located, which banks, as of the date hereof, are set forth on Schedule 4.1(l). The term “Blocked Account Bank” shall also include any bank added as a Blocked Account Bank pursuant to and in accordance with Section 7.3(b).

“Branch Collections” means all Collections received at any branch or other office or location of an Originator with respect to the Receivables.

“Business Day” means any day excluding Saturday, Sunday and any day on which banks in New York, New York are authorized or required by law to close, and, when used with respect to the determination of any Offshore Rate or any notice with respect thereto, any such day which is also a day for trading by and between banks in United States dollar deposits in the London interbank market.

“Capitalized Lease” of a Person means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Turnover Days” means, for any calendar month, an amount expressed in days equal to (i) the result of (a) the Unpaid Balance of Receivables on the first day of such calendar month divided by (b) Collections on Receivables received during such calendar month, multiplied by (ii) the number days in such calendar month.

“Closing Date” means June 17, 2003.

“Code” means the Internal Revenue Code of 1986.

“Collection Account Agreement” means an agreement among the Seller, the Collection Agent, the Agent and the Collection Account Bank in substantially the form of Exhibit E-2.

“Collection Account Bank” means, at all times following a Level I Trigger Event but prior to the occurrence of a Level II Trigger Event, Bank of America, N.A. and at all times following a Level II Trigger Event, Deutsche Bank Trust Company Americas.

“Collection Accounts” means, collectively, the Bank of America Accounts and the Deutsche Bank Accounts.

“Collection Agent” is defined in Section 7.1.

3

“Collection Agent Default” is defined in Section 7.5.

“Collection Agent Fee” means, collectively, the fees owed to the Collection Agent pursuant to the Collection Agent Fee Letter in respect of the Collection Agent’s obligation to act as Collection Agent hereunder; provided that at any time that United Rentals or any Affiliate thereof is not acting as Collection Agent, “Collection Agent Fee” shall mean, collectively, the fees owed to the Collection Agent pursuant to any written agreement that may be entered into between the Seller, the Agent and such successor Collection Agent; provided, further that, with respect to any Portion of Investment, the Collection Agent Fee allocable thereto shall be equal to the Collection Agent Fee determined in accordance with the Collection Agent Fee Letter, times a fraction, the numerator of which is the amount of such Portion of Investment and the denominator of which is the Net Investment.

“Collection Agent Fee Letter” means the confidential letter agreement dated the date hereof among the Seller, the Collection Agent and the Agent with respect to the fees to be paid by the Seller to the Collection Agent, as such letter agreement may be amended, supplemented or otherwise modified from time to time with the consent of the Agent.

“Collection Agent Report” means a Daily Report and a Monthly Report.

“Collections” means, with respect to Receivables, all cash collections and other cash proceeds of Receivables, including all finance charges, if any, and cash proceeds of Related Security and all Deemed Collections.

“Commercial Paper” means the promissory notes issued or to be issued by each Conduit Investor in the commercial paper market.

“Committed Investor” shall mean each Investor identified as a Committed Investor on the signature pages hereto or in the Assignment and Assumption Agreement pursuant to which such Investor became a party hereto, and any assignee of such Investor to the extent such assignee has assumed, pursuant to an Assignment and Assumption Agreement, the Commitment of such Investor.

“Commitment” means, with respect to each Committed Investor, as the context requires, (a) the commitment of such Committed Investor to make Investments in accordance herewith in an amount not to exceed the amount described in the following clause (b), and (b) the dollar amount set forth opposite such Committed Investor’s signature on the signature pages hereof under the heading “Commitment” (or in the case of a Committed Investor which becomes a party hereto pursuant to an Assignment and Assumption Agreement, as set forth in such Assignment and Assumption Agreement), minus the dollar amount of any Commitment or portion thereof assigned by such Committed Investor pursuant to an Assignment and Assumption Agreement, plus the dollar amount of any increase to such Committed Investor’s Commitment consented to by such Committed Investor prior to the time of determination; provided, however, that in the event that the Facility Limit is reduced, the aggregate of the Commitments of all the Committed Investors shall be reduced in a like amount and the Commitment of each Committed Investor shall be reduced in proportion to such reduction. In the event that a Committed Investor is a CP Committed Investor which maintains a portion of its Commitment hereunder in relation to more

4

than one Conduit Investor, such Investor shall be deemed to hold separate Commitments hereunder in each such capacity.

“Commitment Fees” means the Commitment Fees payable pursuant to the Agent Fee Letter.

“Commitment Termination Date” means June 15, 2004, or such later date to which the Commitment Termination Date may be extended by the Seller, the Agent and some or all of the Committed Investors (in their sole discretion).

“Conduit Assignee” means any commercial paper conduit designated by a Conduit Investor from time to time to accept an assignment from such Conduit Investor of all or a portion of the Net Investment.

“Conduit Investor” shall mean any Investor which is designated as a Conduit Investor on the signature pages hereto or in the Assignment and Assumption Agreement pursuant to which it became a party to this Agreement.

“Contract” means, in relation to any Receivable, any and all contracts, instruments, agreements, leases, invoices, notes, or other writings pursuant to which such Receivable arises or which evidence such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.

“CP Committed Investor” shall mean, with respect to a Conduit Investor, each Investor identified as a Committed Investor for such Conduit Investor on the signature pages hereto or in the Assignment and Assumption Agreement pursuant to which such Conduit Investor became a party hereto, and any assignee of such Investor to the extent such assignee has assumed, pursuant to an Assignment and Assumption Agreement, the Commitment of such Investor.

“CP Committed Investor Percentage” means, at any time, with respect to a CP Committed Investor, a fraction, expressed as a percentage, the numerator of which is the Commitment of such CP Committed Investor and the denominator of which is the sum of the Commitments of all CP Committed Investors in the same Group (or, if the Commitments shall have been terminated, its pro rata share of the applicable Investor Group Percentage of the Net Investment).

“CP Rate” means, (i) for any Rate Period for any Portion of Investment funded by Gemini or any other Conduit Investor that elects in its Assignment and Assumption Agreement to make this clause (i) applicable, for any day, the sum of (1) the interest rate (or if more than one rate, the weighted average of the rates) per annum at which its commercial paper notes outstanding on such day that are allocated, in whole or in part, to fund or maintain its interest in the Net Investment on such day were sold by any placement agent or commercial paper dealer selected by or on behalf of such Conduit Investor, as agreed between any such agent or dealer and such Conduit Investor; provided, that if the rate (or rates) as agreed between any such agent or dealer and such Conduit Investor is a discount rate (or rates), then such rate shall be the rate (or if more than one rate, the weighted average of the rates) resulting from converting such discount rate (or rates) to an interest-bearing equivalent rate per annum, plus (2) 0.05% per annum in respect of dealer fees and commissions (to the extent not included in the rate or rates

5

described in clause (1)), plus (3) any note issuance costs attributable to such commercial paper notes not constituting dealer fees or commissions, expressed as an annualized percentage (not exceeding 0.01% per annum) of the aggregate principal component thereof; provided that to the extent that all or any portion of its interest in the Net Investment is funded by a specific issuance of such Conduit Investor’s commercial paper notes, clause (1) of the formula above shall equal the rate or weighted average of the rates applicable to such issuance on such day and (ii) for any Rate Period for any Portion of Investment funded by any other Conduit Investor, the “CP Rate” applicable to such Conduit Investor as set forth in the Assignment and Assumption Agreement pursuant to which such Conduit Investor became a party hereto.

“Credit and Collection Policy” means the credit and collection policy or policies and practices of the Originators, relating to Contracts and Receivables as in effect on the Closing Date and set forth in Exhibit C, as modified, from time to time, in compliance with Sections 6.1(a)(vii) and 6.2(c).

“Daily Report” means a report, in substantially the form attached hereto as Exhibit F-1 or in such other form as is mutually agreed to by the Seller, the Collection Agent and the Agent, furnished by the Collection Agent pursuant to Section 2.8.

“DBSI” is defined in the preamble.

“Deemed Collections” means any Collections on any Receivable deemed to have been received pursuant to Section 2.6.

“Default Ratio” means, the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (a) the aggregate Unpaid Balance of all Defaulted Receivables as of such date, by (b) the aggregate Unpaid Balance of all Receivables as of such date.

“Defaulted Receivable” means, without duplication, a Receivable (a) as to which any payment, or part thereof, remains unpaid for 121 days or more from the original due date for such Receivable; (b) as to which an Event of Bankruptcy has occurred and is continuing with respect to the Obligor thereof; (c) that was written off as uncollectable (and that was not already a “Defaulted Receivable” pursuant to clause (a), (b) or (d) of this definition) or (d) that would, consistent with the Credit and Collection Policy of the applicable Originator, be written off as uncollectable.

“Defaulting Committed Investor” is defined in Section 2.3(f).

“Delinquency Ratio” means, the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (a) the aggregate Unpaid Balance of all Delinquent Receivables as of such date, by (b) the aggregate Unpaid Balance of all Receivables as of such date.

“Delinquent Receivable” means a Receivable: (a) as to which any payment, or part thereof, remains unpaid for more than 61 days from the original due date for such Receivable and (b) which is not a Defaulted Receivable.

6

“Deutsche Bank” means Deutsche Bank AG, New York Branch, a German bank acting through its New York branch.

“Deutsche Bank Accounts” is defined in Section 2.9(b).

“Deutsche Bank Collection Account” is defined in Section 2.9(b).

“Deutsche Bank Interest Account” is defined in Section 2.9(b).

“Diluted Receivable” means the portion of any Receivable which (a) was reduced or canceled as a result of (i) any defective, rejected or returned merchandise or services, any cash discount, or any failure by any Originator to deliver any merchandise or services or otherwise perform under the related Contract, (ii) any change in or cancellation of any of the terms of such Contract or any other adjustment by any Originator or the Collection Agent which reduces the amount payable by the Obligor on the related Receivable except for amounts written off as uncollectable, (iii) any setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (iv) any other non-cash reduction of such Receivable except for amounts written off as uncollectable.

“Dollar” or “$” means the lawful currency of the United States.

“Downgrade Collateral Account” is defined in Section 3.1(a).

“Downgrade Draw” is defined in Section 3.1(a).

“Eligible Investments” means highly rated short-term debt or the other highly rated liquid investments in which the Conduit Investor is permitted to invest cash pursuant to its commercial paper program documents.

“Eligible Receivable” means, at any time, any Receivable:

(a) which was originated by the applicable Originator in the ordinary course of its business;

(b) which was originated by the applicable Originator in connection with a line of business substantially similar to a line of business of such Originator on the Closing Date;

(c) (i) which arises pursuant to a Contract with respect to which each of the applicable Originator and the Seller has performed all obligations required to be performed by it thereunder, including shipment of the merchandise and/or the performance of the services leased or purchased thereunder; (ii) which has been billed to the relevant Obligor; and (iii) which, according to the Contract related thereto, is required to be paid in full within 60 days of the original billing date therefor;

(d) which satisfies all applicable requirements of the applicable Credit and Collection Policy;

7

(e) which has been sold or contributed to the Seller pursuant to (and in accordance with) the Seller Purchase and Contribution Agreement and to which the Seller has good and marketable title, free and clear of all Adverse Claims;

(f) the Obligor of which is an United States resident and is not an Affiliate of any Originator or the Collection Agent;

(g) the Obligor of which has been directed to make all payments to a Lock-Box Account;

(h) which under the related Contract and applicable Law (other than, with respect to Receivables the Obligors of which are Government Obligors, the Federal Assignment of Claims Act or other similar Laws) is assignable without the consent of, or notice to, the Obligor thereunder unless such consent has been obtained and is in effect or such notice has been given;

(i) which, together with the related Contract, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms and is not subject to any litigation, dispute, offset, counterclaim or other defense (other than the potential discharge thereof in connection with any bankruptcy proceeding regarding such Obligor);

(j) which is denominated and payable only in Dollars in the United States;

(k) which is not a Defaulted Receivable;

(l) which is not a Delinquent Receivable;

(m) which is not a Receivable of the type which is currently classified as a United Rentals general account numbered 6661xxx, 7771xxx or 8881xxx, each as described on Schedule 1 hereto;

(n) which has not been extended, re-written, waived, restructured or otherwise modified from the original terms thereof, except in accordance with the applicable Credit and Collection Policy and which the Collection Agent deems appropriate to maximize Collections thereon;

(o) which is an “account” within the meaning of Section 9-102(a)(2) of the UCC of all applicable jurisdictions or “chattel paper” within the meaning of Section 9-102(a)(11) of the UCC of all applicable jurisdictions;

(p) which is an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act of 1940;

(q) which, together with the Contract related thereto, does not contravene in any material respect any Laws applicable thereto (including Laws relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt

8

collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such Law in any material respect;

(r) the sale and assignment of which under the Originator Purchase and Contribution Agreement by the applicable Originator to United Receivables I, under the Seller Purchase and Contribution Agreement by United Receivables I to the Seller and hereunder by the Seller to the Agent does not violate, conflict or contravene any applicable Law (other than, with respect to Receivables the Obligors of which are Government Obligors, the Federal Assignment of Claims Act or other similar Laws) or any contractual or other restriction, limitation or encumbrance;

(s) which (together with the Related Security related thereto) has been the subject of either a valid transfer and assignment from, or the grant of a first priority perfected security interest therein by, the Seller to the Agent on behalf of the Secured Parties, of all of the Seller’s right, title and interest therein;

(t) the Obligor of which is not the Obligor of Defaulted Receivables in excess of 50% of the Unpaid Balance of all Receivables owed by such Obligor;

(u) the Obligor of which is not, at any time following the occurrence of a Termination Event, a Government Obligor, unless the Federal Assignment of Claims Act and each similar applicable Law is being fully complied with in respect of the Receivables owed by such Obligor;

(v) which does not represent proceeds of the lease or provision of equipment that has been leased to an Originator by a lessor that has a perfected lien on Receivables generated by the lease or provision of such equipment and that has not expressly released any such lien;

(w) which does not represent proceeds of the lease or provision of equipment that has been leased to an Originator by a lessor (i) that has not released in writing any lien that it may have on Receivables generated by the lease or provision of such equipment or (ii) with respect to which a proper financing statement (Form UCC-3) amending the financing statement, if any, relating to such lien (in order to exclude such Receivables from the collateral description contained therein) has not been filed in the appropriate filing office in accordance with the terms of such release;

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

(y) which was not originated by any branch or division of any Originator that was acquired by such Originator after the Closing Date, unless (i) such branch or division has been fully integrated, to the satisfaction of the Agent, to the existing accounts receivable platform of URI, (ii) a Blocked Account and/or Lock-box Account has been established into which payments on such Receivables will be made and a Blocked Account Agreement or Lock-box Account Agreement, as applicable, has been executed in connection therewith and delivered to the Agent and (iii) the applicable Originator

9

shall have taken such other action as may be reasonably requested by the Agent with respect to such branch or division.

“Eligible Receivables Balance” means, at any time, the aggregate Unpaid Balances of all Eligible Receivables at such time.

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

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974 and any regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means, with respect to any Person, any corporation, partnership, trust, sole proprietorship or trade or business which, together with such Person, is treated as a single employer under Section 414(b) or (c) of the Code or, with respect to any liability for contributions under Section 302(c) of ERISA, Section 414(m) or Section 414(o) of the Code.

“ES Special Purposes Vehicle” means a trust, bankruptcy remote entity or other special purpose entity which is a Subsidiary of the Parent (or, if not a Subsidiary of the Parent, the common equity of which is wholly owned, directly or indirectly, by the Parent) and which is formed for the purpose of, and engages in no material business other than, acting as a lessor, issuer or depositor in an Equipment Securitization Transaction (and, in connection therewith, owning the equipment, leases, rental agreements, lease receivables, rights to payment and other interests, rights and assets described in the definition of Equipment Securitization Transaction, and pledging or transferring any of the foregoing or interests therein).

“Event of Bankruptcy” means, with respect to any Person, (a) that such Person or any Subsidiary of such Person (i) shall generally not pay its debts as such debts become due, (ii) shall admit in writing its inability to pay its debts generally or (iii) shall make a general assignment for the benefit of creditors; (b) any proceeding shall be instituted by or against such Person or any

10

Subsidiary of such Person seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and such proceeding shall remain undismissed or unstayed for a period of 30 days; or (c) such Person or any Subsidiary of such Person shall take any corporate, partnership or other similar appropriate action to authorize any of the actions set forth in the preceding clauses (a) or (b).

“Excess Concentration” means, with respect to all Eligible Receivables, the sum of (i) the sum of the Unpaid Balance of each Eligible Receivable of each single Obligor that is rated “A-1” or higher by S&P and “P-1” or higher by Moody’s, in excess of 5% of the aggregate Unpaid Balance of all Eligible Receivables, (ii) the sum of the Unpaid Balance of each Eligible Receivable of each single Obligor that is rated “A-2” by S&P and “P-2” by Moody’s, in excess of 3% of the aggregate Unpaid Balance of all Eligible Receivables, (iii) the sum of the Unpaid Balance of each Eligible Receivable of each single Obligor, other than the four largest (by aggregate Unpaid Balance of Eligible Receivables of each Obligor) Obligors that are either unrated or rated below “A-2” by S&P or below “P-2” by Moody’s, in excess of 1.25% of the aggregate Unpaid Balance of all Eligible Receivables, (iv) the amount by which the sum of the Unpaid Balance of all Eligible Receivables of the four largest (by aggregate Unpaid Balance of Eligible Receivables of each Obligor) Obligors that are either unrated or rated below “A-2” by S&P or below “P-2” by Moody’s in excess of 5% of the aggregate Unpaid Balance of all Eligible Receivables, (v) the sum of the Unpaid Balance of Eligible Receivables the Obligor of which is subject to offset, in excess of 3% of the aggregate Unpaid Balance of all Eligible Receivables, (vi) the sum of the Unpaid Balance of Eligible Receivables the Obligor of which is a Government Obligor, in excess of 2% of the aggregate Unpaid Balance of all Eligible Receivables; provided that if, at any time, the Seller is not in compliance with Section 6.1(r), this clause (vi) shall include an amount equal to the sum of the Unpaid Balance of all Eligible Receivables the Obligor of which is a Government Obligor, and (vii) the sum of the Unpaid Balance of Eligible Receivables which, according to the Contract related thereto, are required to be paid in full within more than 30, but less than 60, days of the original billing date therefor, in excess of 10% of the Unpaid Balance of Receivables; provided, that for purposes of the foregoing, affiliated Obligors shall be deemed to be a single Obligor.

“Excluded Taxes” is defined in Section 9.3.

“Existing Deal Documents” means the Amended and Restated Receivables Purchase Agreement, dated as of June 26, 2001, among the Seller, United Rentals, the issuers party thereto, the banks party thereto and Credit Lyonnais New York Branch, as Agent, and the documents executed in connection therewith.

“Facility Limit” means $250,000,000, as such amount may be reduced in accordance with Section 2.13.

“Federal Assignment of Claims Act” means the Federal Assignment of Claims Act, 31 U.S.C. §3727 and 41 U.S.C. §15, as amended.

11

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest  ¹/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the applicable Administrator on such day on such transactions as determined by it.

“Fee Letters” means, collectively, the Agent Fee Letter and the Collection Agent Fee Letter.

“Final Payout Date” means the date, after the Termination Date, on which the Net Investment has been reduced to zero, all accrued Collection Agent Fees have been paid in full and all other Aggregate Unpaids have been paid in full in cash.

“Fluctuation Factor” means 1.5.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such accounting profession, in effect from time to time; provided, that with respect to the financial covenants set forth on Schedule 6.1, if any change occurs after the date hereof in GAAP or in the applications thereof on the operation of such provisions, such change shall only be given effect for purposes of such financial covenants if, and for so long as, pursuant to the terms of the Parent Credit Agreement, such change is being given effect in connection with the calculations of the financial covenants contained therein.

“Gemini” means Gemini Securitization Corp., a Delaware corporation.

“Government Obligor” means any Obligor that is the United States, any State thereof, any municipality or other government, or any agency, department or instrumentality thereof.

“Group Agent” is defined in the Preamble.

“Guaranty” means, with respect to any Person, any agreement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes liable upon, the obligation of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person or otherwise assures any other creditor of such other Person against loss, including any comfort letter, operating agreement or take-or-pay contract and shall include the contingent liability of such Person in connection with any application for a letter of credit.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, equity swap agreement, commodity price protection agreement or other interest or currency exchange rate, equity price or commodity price hedging arrangement.

12

“Hedging Obligations” means, with respect to any Person, all liabilities of such Person under any Hedging Agreement.

“Highway Tech” means, collectively, United Rentals Highway Technologies, Inc. (formerly known as Liddell Bros., Inc.), a Massachusetts corporation, United Rentals Highway Technologies of Florida, Inc., a Florida corporation, United Rentals Highway Technologies Gulf, Inc., a Delaware corporation, and United Rentals Highway Technologies, L.P., a Texas limited partnership.

“Holdback” means an unsecured, non-interest-bearing obligation of the Parent or any of its Subsidiaries to pay a portion of the purchase price for any purchase or other acquisition permitted hereunder which matures within nine months of the date of such purchase or other acquisition.

“Indebtedness” means, without duplication, with respect to any Person such Person’s (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of property other than accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (c) obligations, whether or not assumed, secured by liens or payable out of the proceeds or products of property now or hereafter owned or acquired by such Person, (d) obligations which are evidenced by notes, acceptances (including bankers acceptances), or other instruments, (e) Capitalized Lease obligations, (f) obligations for which such Person is obligated pursuant to a Guaranty, (g) reimbursement obligations with respect to any letters of credit and (h) any other liabilities which would be treated as indebtedness in accordance with GAAP.

“Indemnified Amounts” is defined specified in Section 9.1.

“Indemnified Parties” is defined in Section 9.1.

“Identifiable Combined Assets” means (i) amounts received in Lock-box Accounts or Blocked Accounts that the Collection Agent can identify as being received in respect of obligations owing to Highway Tech, (ii) amounts received in Lock-box Accounts or Blocked Accounts that the Collection Agent can identify as being received in respect of Receivables that represent proceeds of the lease or provision of equipment that has been leased, as of the Closing Date, to an Originator by any lessor identified on Schedule 2 (“Leased Equipment Receivables”), (iii) amounts received in Lock-box Accounts or Blocked Accounts that the Collection Agent can identify as being received in respect of the sale of equipment that has been leased to an Originator and is subject to the lien of the lessor thereof, and (iv) amounts received in Lock-box Accounts or Blocked Accounts that the Collection Agent can identify as being received in respect of Receivables that would, in accordance with the accounts receivable adjustment codes used by the Collection Agent, the Seller and each Originator on the Closing Date, be identified on the general ledger thereof under account receivable adjustment code “A/R,” “S/R” or “N/A.”

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof, among Bank of America, the Seller, United Receivables I, United Rentals and each Agent.

13

“Interest Component” means, at any time of determination, the aggregate Yield accrued and to accrue through the end of the current Rate Period for the Portion of Investment accruing Yield calculated by reference to the CP Rate at such time.

“Investment” is defined in Section 2.2(a).

“Investment Date” is defined in Section 2.3(a).

“Investment Deficit” is defined in Section 2.3(f).

“Investment Request” means each request substantially in the form of Exhibit D.

“Investor(s)” means the Conduit Investors and/or the Committed Investors, as the context may require.

“Investor Group” means each group of Investors consisting of at least one Committed Investor and a Group Agent. Investor Groups may also contain a Conduit Investor and a related Administrator. The initial Investor Group shall be Gemini, as a Conduit Investor, and Deutsche Bank, as a Committed Investor, Administrator and Group Agent.

“Investor Group Percentage” means, for any Investor Group, a fraction, expressed as a percentage, the numerator of which is the aggregate amount of the Commitments of all Committed Investors in such Investor Group and the denominator of which is the aggregate amount of the Commitments of all Committed Investors.

“Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree, judgment or award of any Official Body.

“Leased Equipment Receivables” is defined in the definition of “Identifiable Combined Assets” in this Section 1.1.

“Level I Trigger Event” means the long-term senior secured or unsecured debt rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is placed on watch with negative implications by S&P, or the long-term issuer rating or the long-term senior implied rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is placed on watch with negative implications by Moody’s.

“Level II Trigger Event” means the occurrence of either of the following events: (i) the long-term senior secured or unsecured debt rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is downgraded to “B+” by S&P, the long-term issuer rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is downgraded to “B2” by Moody’s, the long-term senior implied rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is downgraded to below “B1” by Moody’s, or either S&P or Moody’s ceases to provide such ratings or (ii) the Collection Agent shall fail to comply with the financial covenants set forth herein, in any revolving credit facility or in any term loan facility of the Collection Agent (without regard to any applicable grace period contained in such revolving credit facility or term loan facility).

14

“Lock-box Account” means an account maintained in the name of the Seller by the Collection Agent at a Lock-box Account Bank for the purpose of receiving Collections, which accounts, as of the date hereof, are set forth on Schedule 4.1(k). The term “Lock-box Account” shall also include any account added as Lock-box Account pursuant to and in accordance with Section 7.3(a).

“Lock-box Account Agreement” means an agreement among the Seller, the Collection Agent, the Agent and a Lock-box Account Bank in substantially the form of Exhibit E-3 or in such other form as may be approved by the Agent.

“Lock-box Account Bank” means a bank at which a Lock-box Account is located, which banks are, as of the date hereof, set forth on Schedule 4.1(k). The term “Lock-box Account Bank” shall also include any bank added as a Lock-box Account Bank pursuant to and in accordance with Section 7.3(a)

“Majority Investors” means, at any time, the Agent and those Committed Investors which hold Commitments aggregating in excess of 50% of the Facility Limit as of such date (or, if the Commitments shall have been terminated, the Agent and one or more Committed Investors whose aggregate pro rata shares of the Net Investment exceed 50% of the Net Investment).

“Material Adverse Effect” means any event or condition which would have a material adverse effect on (a) the collectibility of the Receivables, (b) the condition (financial or otherwise), businesses, properties or prospects of the Seller or the Collection Agent, (c) the ability of the Seller or the Collection Agent or any of its Subsidiaries to perform its respective obligations under the Transaction Documents to which it is a party, or (d) the interests of any Agent or the Investors under the Transaction Documents.

“Material Indebtedness” means Indebtedness (other than the obligations hereunder and under the other Transaction Documents) of any one or more of the Collection Agent and its Subsidiaries in an aggregate principal amount exceeding $15,000,000 (or its equivalent in any other currency). For purposes of determining Material Indebtedness, the “principal amount” of any Hedging Obligation of the Collection Agent or any of its Subsidiaries at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Collection Agent or such Subsidiary would be required to pay if the related Hedging Agreement were terminated at such time.

“Maximum Investment Amount” means (i) for any Conduit Investor, the aggregate Commitments of the CP Committed Investors in its Investor Group and (ii) for any Primary Investor that is a Committed Investor, its Commitment.

“Moody’s” means Moody’s Investors Service, Inc., or any successor that is a nationally recognized statistical rating organization.

“Monthly Report” means a report, in substantially the form attached hereto as Exhibit F-2 or in such other form as is mutually agreed to by the Seller, the Collection Agent and the Agent, furnished by the Collection Agent pursuant to Section 2.8.

“Multiemployer Plan” is defined in Section 4001(a)(3) of ERISA.

15

“Net Investment” at any time means (a) the sum of the cash amounts paid to the Seller pursuant to Sections 2.2 and 2.3 together with the amount of any funding under a Support Facility allocated to fund the Interest Component at the time of such funding less (b) the aggregate amount of Collections theretofore received and applied by the Agent to reduce such Net Investment pursuant to Section 2.12; provided that the Net Investment shall be restored and reinstated in the amount of any Collections so received and applied if at any time the distribution of such Collections is rescinded or must otherwise be returned for any reason.

“Net Receivables Pool Balance” means, at any time, (a) the Eligible Receivables Balance at such time, minus (b) the sum, without duplication, of (i) the Excess Concentrations with respect to such Eligible Receivables, as reported on the most recent Monthly Report, (ii) the amount of funds available in the Collection Accounts that remain unapplied at such time, as reported on the most recent Daily Report, (iii) the amount of unapplied credits applicable to such Eligible Receivables at such time, as reported on the most recent Daily Report, (iv) any finance charges applicable to such Eligible Receivables at such time, as reported on the most recent Monthly Report, (v) the aggregate amount of Branch Collections received during the preceding calendar month that were not deposited into Blocked Accounts or Lock-box Accounts in accordance with the terms hereof, as reported on the most recent Monthly Report, (vi) the aggregate amount of Collections received as credit card payments during the preceding calendar month that were not deposited into blocked “merchant” accounts, as reported on the most recent Monthly Report, (vii) the sum of (A) the aggregate amount of volume rebates accrued during the preceding calendar year and (B) the product of (x) the aggregate amount of volume rebates accrued during the period from the immediately preceding January 1 to the date of such calculation multiplied by (y) 2.00, (viii) the product of (A) the aggregate amount of Collections received during the preceding calendar month that were deposited into lock-box accounts other than Lock-Box Accounts, as reported on the most recent Monthly Report, multiplied by (B) 2.00, and (ix) the amount shown in the most recent Monthly Report as an “Unreconciled Difference” or any comparable designation, expressed as a positive number.

“Non-Defaulting Committed Investor” is defined in Section 2.3(f).

“Obligor” means, with respect to any Receivable, the Person obligated to make payments in respect of such Receivable pursuant to a Contract.

“Official Body” means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.

“Offshore Base Rate” means for any Rate Period, a rate per annum determined by the Agent equal to the rate per annum shown on page 3750 of the Moneyline Telerate Service screen or any successor page as the rate for Dollar deposits for a period of one month as of 11:00 a.m., London time, on the date that is two Business Days prior to the first day of such Rate Period; provided, however, that if no such rate is shown, the Offshore Base Rate shall be the rate per annum (rounded upwards, if necessary, to the nearest one-sixteenth of one percent) based on the

16

offered rates for Dollar deposits for a period of one month as displayed on page “LIBO” of the Reuters Monitor Money Rates Service or any successor page as of 11:00 a.m., London time, on the date that is two Business Days prior to the first day of such Rate Period, it being understood that if at least two such rates appear on such page, the rate shall be the arithmetic mean of such displayed rates; and provided further, that (i) if fewer than two such rates are displayed, the Offshore Base Rate shall be the rate per annum (rounded upwards, if necessary, to the nearest one-sixteenth of one percent) equal to the arithmetic mean of the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the date that is two Business Days prior to the first day of such Rate Period to prime banks in the London interbank market for a period of one month and (ii) if fewer than two such rates are provided as requested, the Offshore Base Rate shall be the rate per annum (rounded upwards, if necessary, to the nearest one-sixteenth of one percent) equal to the arithmetic mean of the rates quoted by two or more major banks in New York, New York, selected by the Collection Agent, at approximately 11:00 a.m., New York City time, on the date that is two Business Days prior to the first day of such Rate Period to leading European banks for Dollar deposits for a period of one month. If fewer than two major banks in New York, New York are quoting rates for such deposits at such time, the rate for that day shall be deemed to be the rate as determined with respect to the preceding Rate Period.

“Offshore Rate” means, for any Rate Period or portion thereof, a rate per annum (rounded upwards, if necessary, to the nearest  ¹/100^th of 1%) equivalent to the rate determined pursuant to the following formula:

Offshore Rate	=	Offshore Base Rate
		1.00 – Offshore Rate Reserve Percentage

“Offshore Rate Reserve Percentage” shall mean, with respect to any Rate Period or portion thereof, a percentage (expressed as a decimal) equal to the weighted average of the percentages in effect during such Rate Period, as prescribed by the Federal Reserve Board (or any successor thereto) for determining the maximum reserve requirements applicable to “Eurocurrency liabilities” pursuant to Regulation D or any other applicable regulation of the Federal Reserve Board (or any successor thereto) which prescribes reserve requirements applicable to “Eurocurrency liabilities” as currently defined in Regulation D.

“Originator” means each of URNA, United Rentals Northwest, Inc., an Oregon corporation, United Rentals Southeast, L.P., a Georgia limited partnership, and United Equipment Rentals Gulf, L.P., a Texas limited partnership. The term “Originators” shall mean, collectively, each of the Originators.

“Originator Purchase and Contribution Agreement” means the Purchase and Contribution Agreement, dated as of June 17, 2003, between the Originators and United Receivables I.

“Other Corporations” means, collectively, United Rentals, Inc., all of its Subsidiaries, (except the Seller and United Receivables I) and all other Affiliates of the Seller.

17

“Other Seller” means any Person other than the Seller that has entered into a receivables purchase agreement, loan and security agreement, note purchase agreement, transfer and administration agreement or any other similar agreement with the Conduit Investor.

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

“Parent Undertaking Agreement” means the Parent Undertaking Agreement, dated as of June 17, 2003, made by United Rentals in favor of DBSI, as Agent for the benefit of the Secured Parties.

“Pension Plan” means an employee pension benefit plan as defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which any Originator, the Seller or an ERISA Affiliate of either may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Permitted Holders” means (a) the executive managers of URNA as of the Closing Date and their respective estates, their respective spouses and former spouses, their lineal descendants, the legal representatives of any of the foregoing, the trustees of any bona fide trusts of which any of the foregoing are the sole beneficiaries, and any Person of which any of the foregoing “beneficially owns” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) at least 51% of each class of Equity Interests of such Person; and (b) Richard D. Colburn and any of his estate, his spouse or any former spouse, his lineal descendants, the legal representatives of any of the foregoing, the trustees of any bona fide trusts of which any of the foregoing and/or one or more charitable organizations (as defined below) are the sole beneficiaries, any Person of which any of the foregoing “beneficially owns” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) at least 51% of each class of the Equity Interests of such Person and any charitable organization to which any of the foregoing transfers 20% or more of the outstanding shares of common stock of the Parent. For purposes of the foregoing, a “charitable organization” is an organization to which a contribution is deductible for income tax purposes under the Code.

“Person” means an individual, partnership, limited liability company, corporation, joint stock company, trust (including a business trust), unincorporated association, joint venture, firm, enterprise, Official Body or any other entity.

“Pool Receivables” means, at any time, in the aggregate, each outstanding Receivable sold or contributed to the Seller pursuant to the Seller Purchase and Contribution Agreement.

“Portion of Investment” is defined in Section 2.4(b).

“Potential Termination Event” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.

“Primary Investor” shall mean with respect to each Investor Group, each Conduit Investor, and to the extent that an Investor Group does not contain a Conduit Investor, each Investor in such Investor Group.

18

“Primary Investor Percentage” means, at any time, with respect to a Primary Investor, a fraction, expressed as a percentage, the numerator of which is the Maximum Investment Amount of such Investor and the denominator of which is the Facility Limit.

“Rate Period” means, unless otherwise mutually agreed by the Agent and the Seller, with respect to any Portion of Investment, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Portion of Investment and ending on (but excluding) the next following Settlement Date, and (ii) thereafter, each period commencing on (and including) a Settlement Date and ending on (but excluding) the next following Settlement Date; provided, that:

(A) any Rate Period with respect to any Portion of Investment which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, if Yield in respect of such Rate Period is computed by reference to the Offshore Rate, and such Rate Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Rate Period shall end on the next preceding Business Day;

(B) in the case of any Rate Period for any Portion of Investment which commences before the Termination Date and would otherwise end on a date occurring after the Termination Date, such Rate Period shall end on such Termination Date and the duration of each Rate Period which commences on or after the Termination Date shall be of such duration as shall be selected by the Agent; and

(C) any Rate Period in respect of which Yield is computed by reference to the CP Rate may be terminated at the election of, and upon notice thereof to the Seller by, the Agent any time, in which case the Portion of Investment allocated to such terminated Rate Period shall be allocated to a new Rate Period commencing on (and including) the date of such termination and ending on (but excluding) the next following Settlement Date, and shall accrue Yield at the Alternate Rate.

“Rate Type” means the Offshore Rate, the Base Rate or the CP Rate.

“Receivable” means the indebtedness of any Obligor resulting from the provision, sale or lease of equipment, merchandise, insurance or services to such Obligor by an Originator under a Contract generated by such Originator in the ordinary course of its business, and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto.

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

19

“Recipient” is defined in Section 2.10.

“Records” means all Contracts and other documents, purchase orders, invoices, agreements, books, records and any other media, materials or devices for the storage of information (including tapes, disks, punch cards, computer programs and databases and related property) maintained by the Seller, an Originator or the Collection Agent with respect to any Affected Assets or the Obligors.

“Reference Banks” means the principal London offices of JPMorgan Chase Bank, Deutsche Bank and one other major bank in the London interbank market selected by the Collection Agent.

“Reinvestment” is defined in Section 2.2(b).

“Reinvestment Period” means the period commencing on the Closing Date and ending on the Termination Date.

“Related Security” means with respect to any Receivable, all of the Seller’s rights, title and interest in, to and under:

(a) all of the Seller’s interest in any merchandise (excluding any returned merchandise) relating to any sale giving rise to such Receivable;

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

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

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

(e) all Collections on and other proceeds of any of the foregoing.

“Reportable Event” means any event, transaction or circumstance which is required to be reported with respect to any Pension Plan under Section 4043 of ERISA and the applicable regulations thereunder.

“Required Downgrade Assignment Period” is defined in Section 3.1(a).

“Required Net Receivables Pool Balance” means the sum of the Net Investment and Required Reserves.

20

“Required Reserves” is defined in Annex I.

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

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor that is a nationally recognized statistical rating organization.

“Scheduled Termination Date” means September 30, 2006, or such later date to which the Scheduled Termination Date may be extended by the Seller, the Originators, the Agents and the Committed Investors (each in their sole discretion); provided that (i) the Seller may only request such extension not less than 90 days but no more than one year before the then current Scheduled Termination Date and (ii) the Scheduled Termination Date shall only be extended with the written confirmation from the rating agencies that such extension will not result in a reduction or withdrawal of such rating agency’s then current shadow rating of the transaction contemplated hereby.

“Secured Parties” means, collectively, the Agent, each Group Agent, each Investor and each Administrator.

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

“Seller” is defined in the preamble.

“Seller Purchase and Contribution Agreement” means the Purchase and Contribution Agreement, dated as of June 17, 2003, between United Receivables I, as seller, and the Seller, as purchaser.

“Settlement Date” means (a) prior to the Termination Date, the 18th day of each calendar month (or, if such day is not a Business Day, the immediately succeeding Business Day) or such other day as the Seller and the Agent may from time to time mutually agree, and (b) for any Portion of Investment on and after the Termination Date, each day selected from time to time by the Agent (it being understood that the Agent may select such Settlement Date to occur as frequently as daily) or, in the absence of any such selection, the date which would be the Settlement Date for such Portion of Investment pursuant to clause (a) of this definition.

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

“Subsidiary” means, with respect to any Person, any corporation or other Person (a) of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or

21

indirectly owned by such Person or (b) that is directly or indirectly controlled by such Person within the meaning of control under Section 15 of the Securities Act of 1933.

“Support Facility” means and includes any agreement entered into by any Support Facility Provider providing for the issuance of one or more letters of credit for the account of the Conduit Investor, the issuance of one or more surety bonds for which the Conduit Investor is obligated to reimburse the applicable Support Facility Provider for any drawings thereunder, the sale by the Conduit Investor to any Support Facility Provider of the Asset Interest (or portions thereof or participations therein) and/or the making of loans and/or other extensions of credit to the Conduit Investor in connection with the Conduit Investor’s commercial paper program, together with any letter of credit, surety bond or other instrument issued thereunder.

“Support Facility Provider” means and includes any Person now or hereafter extending credit or having a commitment to extend credit to or for the account of, or to make purchases from, the Conduit Investor or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with the Conduit Investor’s commercial paper program.

“Taxes” shall have the meaning specified in Section 9.3.

“Termination Date” means the earliest of (a) the Business Day designated by the Seller to the Agent as the Termination Date at any time following not less than thirty (30) days’ prior written notice to the Agent, (b) the day upon which the Termination Date is declared or automatically occurs pursuant to Section 8.2, (c) the day upon which the Parent fails to have in effect a revolving credit facility, Securitization Transaction (other than the transaction contemplated hereby) or, if approved in writing by the Agent, other form of financing arrangement, in each case, with a commitment of at least $500,000,000 and a maturity no earlier than the date that is one month later than the Scheduled Termination Date and (d) the Scheduled Termination Date.

“Termination Event” is defined in Section 8.1.

“Transaction Costs” is defined in Section 9.4(a).

“Transaction Documents” means, collectively, this Agreement, the Originator Purchase and Contribution Agreement, the Seller Purchase and Contribution Agreement, the Parent Undertaking, the Agent Fee Letter, the Collection Agent Fee Letter, the Blocked Account Agreements, the Lock-box Account Agreements and all of the other instruments, documents and other agreements executed and delivered in connection with or related to any of the foregoing.

“Trigger Event” means, collectively, a Level I Trigger Event and a Level II Trigger Event.

“UCC” means the Uniform Commercial Code as in effect in the applicable jurisdiction or jurisdictions.

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

22

“United Rentals Credit Agreement” means the Amended and Restated Credit Agreement, dated as of April 20, 2001, among the Parent, URNA, United Rentals of Canada, Inc., United Rentals of Nova Scotia (No. 1), ULC, the lenders party thereto, JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as U.S. Administrative Agent and JPMorgan Bank Canada (formerly known as The Chase Manhattan Bank of Canada), as Canadian Administrative Agent.

“Unpaid Balance” of any Receivable means at any time the unpaid principal amount thereof.

“URNA” means United Rentals (North America), Inc., a Delaware corporation.

“United Receivables I” means United Rentals Receivables LLC I, a Delaware limited liability company.

“United Rentals Consolidated Group” means United Rentals and its consolidated Subsidiaries.

“URNA Consolidated Group” means URNA and its consolidated Subsidiaries.

“Usage Fees” means the Usage Fees payable pursuant to the Agent Fee Letter.

“U.S.” or “United States” means the United States of America.

“Yield” means, the sum of (i):

(A) for any Portion of Investment during any Rate Period to the extent a Conduit Investor funds such Portion of Investment through the issuance of Commercial Paper,

CPR x I x	D
	360

(B) for any Portion of Investment funded by the Committed Investors and for any Portion of Investment to the extent a Conduit Investor will not be funding such Portion of Investment through the issuance of Commercial Paper,

	D
AR x I x	360

where:

AR	=	the Alternate Rate for such Portion of Investment for such Rate Period,
CPR	=	the CP Rate for such Portion of Investment for such Rate Period,
D	=	the actual number of days during such Rate Period, and

23

I = the weighted average Dollar amount of such Portion of Investment during such Rate Period,

plus (ii) the amount of any Yield Underpayment for the second preceding Rate Period together with interest thereon for the immediately preceding Rate Period at a per annum rate equal to the CP Rate for such immediately preceding Rate Period,

minus (iii) the amount of any Yield Overpayment for the second preceding Rate Period together with interest thereon for the immediately preceding Rate Period at a per annum rate equal to the CP Rate for such immediately preceding Rate Period,

; provided that no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable law; and provided, further, that at all times after the declaration or automatic occurrence of the Termination Date pursuant to Section 8.2, Yield for all Portions of Investment shall be determined as provided in clause (i)(B) of this definition.

“Yield Overpayment” means, with respect to any Rate Period, the excess, if any, of (i) the amount of Yield for such Rate Period determined based on the CP Rate as initially determined by the applicable Administrator pursuant to the definition of “CP Rate,” over (ii) the amount of Yield for such Rate Period determined based on the CP Rate as redetermined by the such Administrator prior to the next succeeding Settlement Date pursuant to the definition of “CP Rate.”

“Yield Underpayment” shall mean, with respect to any Rate Period, the excess, if any, of (i) the amount of Yield for such Rate Period determined based on the CP Rate as redetermined by the applicable Administrator prior to the next succeeding Settlement Date pursuant to the definition of “CP Rate,” over (ii) the amount of Yield for such Rate Period determined based on the CP Rate as initially determined by such Administrator pursuant to the definition of “CP Rate.”

SECTION 1.2 Other Terms. All terms defined directly or by incorporation herein shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined herein, and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under, and shall be construed in accordance with, GAAP; (b) terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is made) and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term

24

“including” means “including without limitation”; (g) references to any Law refer to that Law as amended from time to time and include any successor Law; (h) references to any agreement refer to that agreement as from time to time amended, restated, supplemented or otherwise modified or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and permitted assigns; and (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

SECTION 1.3 Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each means “to but excluding,” and the word “within” means “from and excluding a specified date and to and including a later specified date.”

ARTICLE II

PURCHASES AND SETTLEMENTS

SECTION 2.1 Transfer of Affected Assets; Intended Characterization. (a) Sale of Asset Interest. In consideration of the payment by each Group Agent (on behalf of the applicable Investors) of the applicable Investor Group Percentage of the amount of the initial Net Investment on the Closing Date and each Group Agent’s agreement (on behalf of the applicable Investors) to make payments to the Seller from time to time in accordance with Section 2.2, effective upon the Seller’s receipt of payment for such initial Net Investment on the Closing Date, the Seller hereby conveys, transfers and assigns to the Agent, on behalf of the Secured Parties, an undivided fractional ownership interest in (i) all Receivables existing on the Closing Date or thereafter arising or acquired by the Seller from time to time prior to the Final Payout Date, and (ii) all other Affected Assets, whether existing on the Closing Date or thereafter arising at any time.

(b) Purchase of Asset Interest. Subject to the terms and conditions hereof, the Agent (on behalf of the Secured Parties) hereby purchases and accepts from the Seller an undivided fractional ownership interest in the Receivables and Affected Assets sold, assigned and transferred pursuant to subsection (a). The Agent’s right, title and interest in and to the Receivables and all other Affected Assets sold, assigned or transferred hereunder is herein called the “Asset Interest.” Each Investment hereunder shall be made by the Investor Groups pro rata, according to their respective Investor Group Percentages. The Agent shall hold the Asset Interest on behalf of the Investors in each Investor Group in accordance with the respective portions of the Net Investment funded by each Investor Group from time to time. To the extent the Agent holds any portion of the Asset Interest on behalf of any Investor Group, the Agent shall hold such portion of the Asset Interest on behalf of the Conduit Investors and Committed Investors in such Group pro rata in accordance with the respective outstanding portions of the Net Investment funded by such Conduit Investors and Committed Investors.

(c) Obligations Not Assumed. The foregoing conveyance, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by the Agent, any Group Agent, any Administrator or any Investor, of any obligation of the Seller, any

25

Originator, or any other Person under or in connection with the Receivables or any other Affected Asset, all of which shall remain the obligations and liabilities of the Seller and/or the Originators, as applicable.

(d) Intended Characterization; Grant of Security Interest.

(i) The Seller, the Agent, the Group Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Secured Parties) hereunder shall be treated as a true sale for all purposes, other than federal and state income tax purposes and accounting purposes. If, notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent is not treated as a sale for all purposes, other than federal and state income tax purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the Seller hereby does grant to the Agent on behalf of the Secured Parties, a security interest in the Affected Assets to secure the payment and performance of the Seller’s obligations hereunder and under the other Transaction Documents (including any interest accruing following the commencement of any bankruptcy or similar insolvency proceeding) and this Agreement shall constitute a security agreement under all applicable Law.

(ii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of the Seller.

SECTION 2.2 Purchase Price. Subject to the terms and conditions hereof, including Article V, in consideration for the conveyance, assignment and transfer of the Affected Assets by the Seller to the Agent (on behalf of the Secured Parties) hereunder:

(a) Investments. On the Closing Date, and thereafter from time to time during the Reinvestment Period, on request of the Seller in accordance with Section 2.3, each Group Agent (on behalf of the applicable Investors, as determined pursuant to Section 2.3) shall pay to the Seller the applicable Investor Group Percentage of an amount equal in each instance to the lesser of (i) the amount requested by the Seller under Section 2.3(a), and (ii) the largest amount that will not cause (A) the Net Investment to exceed the Facility Limit, (B) the Required Net Receivables Pool Balance to exceed the Net Receivables Pool Balance or (C) the Net Investment to exceed an amount equal to 65% of the aggregate Unpaid Balance of Receivables at such time (or, at any time following any Level I Trigger Event or any Level II Trigger Event, an amount equal to 60% of the aggregate Unpaid Balance of Receivables at such time). Each such payment is herein called an “Investment.”

(b) Reinvestments. On each Business Day during the Reinvestment Period the Collection Agent, on behalf of each Group Agent (on behalf of the applicable Investors, as determined pursuant to Section 2.3), shall pay to the Seller, out of Collections of Receivables, the amount available for Reinvestment in accordance with Section 2.12(a)(iii); provided that, irrespective of whether such payment has been made to the Seller, the Agent on behalf of the Secured Parties shall acquire an interest pursuant to Section 2.1(d) hereof in any newly arising

26

Receivables owned by the Seller on such Business Day. Each such payment is hereinafter called a “Reinvestment.” All Reinvestments shall be made on behalf of the Investor Groups pro rata, according to their respective Investor Group Percentages. To the extent any Reinvestments are made on behalf of any Investor Group, such Reinvestments shall be made on behalf of the applicable Investors in such Group pro rata in accordance with the respective outstanding portions of the Net Investment funded by them.

(c) Deferred Purchase Price. On each Business Day on and after the Final Payout Date, the Collection Agent, on behalf of the Agent, shall pay to the Seller an amount equal to the Collections of Receivables received by the Seller less the accrued and unpaid Collection Agent Fee (and the Seller (or the Collection Agent on its behalf) shall apply such Collections in the manner described in Section 2.14).

(d) Seller Payments Limited to Collections. Notwithstanding any provision contained in this Agreement to the contrary, but without limiting the effect of Section 2.2(a), the Group Agents shall not, and shall not be obligated (whether on behalf of the Conduit Investors or the Committed Investors), to pay any amount to the Seller as the purchase price of Receivables pursuant to subsections (b) and (c) above except to the extent of Collections on Receivables available for distribution to the Seller in accordance with this Agreement. Any amount which any Group Agent (whether on behalf of the Conduit Investors or the Committed Investors) does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in § 101 of the Bankruptcy Code) against or corporate obligation of such Group Agent for any such insufficiency unless and until such amount becomes available for distribution to the Seller under Section 2.12.

SECTION 2.3 Investment Procedures.

(a) Notice. The Seller shall request an Investment hereunder, by request to the Agent and each Group Agent given by facsimile in the form of an Investment Request by no later than 9:30 a.m. (New York City time) on the proposed date of any Investment (including the initial Investment). Each such Investment Request shall specify (i) the desired amount of such Investment (which shall be at least $1,000,000 per Investor Group or an integral multiple of $100,000 in excess thereof or, to the extent that the then available unused portion of the aggregate Commitment is less than such amount, such lesser amount equal to such available unused portion of the aggregate Commitment) and (ii) the desired date of such Investment (the “Investment Date”) which shall be a Business Day.

(b) Primary Investors; Investment Request Irrevocable.

(i) Each Group Agent will promptly notify the Primary Investors in its Investor Group and their applicable Administrators of such Group Agent’s receipt of any Investment Request. Each Conduit Investor shall instruct the applicable Group Agent (or shall instruct its Administrator to instruct the applicable Group Agent) to either accept or reject such Investment Request, or accept or reject any portion of such Investment Request, by notice given to the Seller and the Agent by telephone or facsimile by no later than 10:00 a.m. (New York City time) on the day of its receipt of any such Investment

27

Request. Each Conduit Investor that has accepted all or a portion of such Investment Request shall make such Investment, or such portion of such Investment, on a pro rata basis, in accordance with its Primary Investor Percentage and each Primary Investor that is a Committed Investor shall make such Investment, on a pro rata basis, in accordance with its Primary Investor Percentage.

(ii) Each Investment Request shall be irrevocable and binding on the Seller, and the Seller shall indemnify each Investor against any loss or expense incurred by such Investor, either directly or indirectly (including, in the case of the Conduit Investors, through a Support Facility) as a result of any failure by the Seller to complete such Investment, including any loss or expense incurred by the Agent, any Group Agent or any Investor, either directly or indirectly (including, in the case of the Conduit Investors, pursuant to a Support Facility) by reason of the liquidation or reemployment of funds acquired by such Investor (or the applicable Support Facility Provider(s)) (including funds obtained by issuing commercial paper or promissory notes or obtaining deposits or loans from third parties) in order to fund such Investment.

(c) Committed Investor’s Commitment. Subject to Section 2.2(b) concerning Reinvestments, at no time will any Conduit Investor have any obligation to fund an Investment or Reinvestment. At any time when any Conduit Investor has declined or failed to accept a request for Investment, or any portion of a request for Investment, the applicable Group Agent shall notify the CP Committed Investors in the same Investor Group as such Conduit Investor and such CP Committed Investors shall make such Investment or such portion of such Investment, on a pro rata basis, in accordance with their respective CP Committed Investor Percentages. Notwithstanding anything contained in this Section 2.3(c) or elsewhere in this Agreement to the contrary, no Committed Investor shall be obligated to provide its Group Agent, the Agent or the Seller with funds in connection with an Investment in an amount that would result in the portion of the Net Investment then funded by it, together with the unrecovered principal amount of such Committed Investor’s investments in the Asset Interest pursuant to the Support Facility for its related Conduit Investor, if applicable, exceeding its Commitment. The obligation of each Committed Investor to remit its CP Committed Investor Percentage of any such Investment shall be several from that of each other Committed Investor, and the failure of any Committed Investor to so make such amount available to the Agent shall not relieve any other Committed Investor of its obligation hereunder.

(d) Payment of Investment. On any Investment Date, each Conduit Investor or each Committed Investor, as the case may be, shall remit its share of the aggregate amount of such Investment (such investment amount determined pursuant to Section 2.2(a)) to the account of the applicable Group Agent specified therefor from time to time by such Group Agent by notice to such Investors by wire transfer of same day funds. Following a Group Agent’s receipt of funds from the Investors as aforesaid, such Group Agent shall remit such funds received to the Seller’s account at the location indicated on Schedule 11.3, by wire transfer of same day funds.

(e) Group Agent May Advance Funds. Unless a Group Agent shall have received notice from any Investor that such Person will not make its share of any Investment available on the applicable Investment Date therefor, a Group Agent may (but shall have no obligation to) make any such Investor’s share of any such Investment available to the Seller in anticipation of the receipt by such Group Agent of such amount from such Investor. To the extent any Conduit

28

Investor fails to remit any such amount to such Group Agent after any such advance by such Group Agent on such Investment Date, such Conduit Investor shall be deemed to have declined the applicable Investment Request. To the extent any Committed Investor fails to remit any such amount to such Group Agent after any such advance by such Group Agent on such Investment Date, such Committed Investor, on the one hand, and the Seller, on the other hand, shall be required to pay such amount to such Group Agent for its own account, together with interest thereon at a per annum rate equal to the Federal Funds Rate, in the case of such Committed Investor, or the Base Rate, in the case of the Seller, to such Group Agent upon its demand therefor. Until such amount shall be repaid, such amount shall be deemed to be Net Investment paid by the applicable Group Agent and such Group Agent shall be deemed to be the owner of an interest in the Asset Interest hereunder to the extent of such Investment. Upon the payment of such amount to the Group Agent (i) by the Seller, the amount of the aggregate Net Investment shall be reduced by such amount or (ii) by such Investor, such payment shall constitute such Person’s payment of its share of the applicable Investment.

(f) Defaulting Committed Investor. If, by 2:00 p.m. (New York City time), whether or not any Group Agent has advanced the amount of the applicable Investment, one or more Committed Investors in its Investor Group (each, a “Defaulting Committed Investor,” and each Committed Investor in its Investor Group other than any Defaulting Committed Investor being referred to as a “Non-Defaulting Committed Investor”) fails to make its Primary Investor Percentage or CP Committed Investor Percentage, as applicable, of any Investment available to the applicable Group Agent pursuant to Section 2.3(d) (the aggregate amount not so made available to its Group Agent being herein called in either case the “Investment Deficit”), then such Group Agent shall, by no later than 2:30 p.m. (New York City time) on the applicable Investment Date instruct each Non-Defaulting Committed Investor in the same Investor Group as the Defaulting Committed Investor to pay, by no later than 3:00 p.m. (New York City time), in immediately available funds, to the account designated by such Group Agent, an amount equal to the lesser of (i) such Non-Defaulting Committed Investor’s proportionate share (based upon the relative Commitments of such Non-Defaulting Committed Investors) of the Investment Deficit and (ii) such Non-Defaulting Committed Investor’s unused Commitment. A Defaulting Committed Investor shall forthwith, upon demand, pay to the applicable Group Agent for the ratable benefit of the Non-Defaulting Committed Investors all amounts paid by each such Non-Defaulting Committed Investor on behalf of such Defaulting Committed Investor, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Committed Investor until the date such Non-Defaulting Committed Investor has been paid such amounts in full, at a rate per annum equal to the sum of the Base Rate, plus 2.00% per annum.

SECTION 2.4 Determination of Yield and Rate Periods. (a) In the event any Conduit Investor becomes a party hereto and such Conduit Investor and its applicable CP Committed Investor(s) and Group Agent, upon becoming parties hereto, agree with the Seller and the Agent that methods other than those set forth in this Section 2.4, and corresponding definitions other than those set forth herein, will be used to determine the applicable Yield and Rate Periods, such other methods and such other definitions, as set forth in the Assignment and Assumption Agreement pursuant to which such Conduit Investor, CP Committed Investor and Group Agent became a party hereto shall be used to determine the Yield and Rate Periods.

29

(b) From time to time, for purposes of determining the Rate Periods applicable to the different portions of the Net Investment funded by its Investor Group and of calculating Yield with respect thereto, each Group Agent shall allocate the Net Investment to one or more tranches (each a “Portion of Investment”). At any time, each Portion of Investment shall have only one Rate Period and one Rate Type. In addition, at any time when the Net Investment funded by an Investor Group is not divided into more than one portion, “Portion of Investment” means 100% of its share of the Net Investment. Each Group Agent shall notify the Collection Agent of the number of Portions of Investment and the Rate Type of each Portion of Investment funded by its Investor Group upon the request of the Collection Agent.

(c) Notwithstanding any other provision of this Agreement, if any Conduit Investor or any Committed Investor, as applicable, shall notify its Group Agent and the Agent that such Person has determined (or has been notified by any Support Facility Provider) that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such Conduit Investor, such Committed Investor or such Support Facility Provider, as applicable), or any central bank or other Official Body asserts that it is unlawful, for such Conduit Investor, such Committed Investor or such Support Facility Provider, as applicable, to fund the purchases or maintenance of any Portion of Investment accruing Yield calculated by reference to the Offshore Rate, then (A) as of the effective date of such notice from such Person to its Group Agent and the Agent, the obligation or ability of such Conduit Investor or such Committed Investor, as applicable, to fund the making or maintenance of any Portion of Investment accruing Yield calculated by reference to the Offshore Rate shall be suspended until such Person notifies its Group Agent and the Agent that the circumstances causing such suspension no longer exist and (B) each Portion of Investment made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Portion of Investment accruing Yield calculated by reference to the Offshore Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue Yield calculated by reference to the Base Rate or (2) if such Person shall determine that it may not lawfully continue to maintain such Portion of Investment accruing Yield calculated by reference to the Offshore Rate until the end of the applicable Rate Period, such Person’s share of such Portion of Investment allocated to such Rate Period shall be deemed to accrue Yield at the Base Rate from the effective date of such notice until the end of such Rate Period.

SECTION 2.5 Yield, Fees and Other Costs and Expenses. The Seller or, in the case of the Agent Fee Letter, the Parent shall pay, as and when due in accordance with this Agreement, all fees hereunder and under the Agent Fee Letter, the Collection Agent Fee Letter, Yield and all amounts payable pursuant to Article IX, if any. On each Settlement Date, to the extent not paid pursuant to Section 2.12 for any reason, the Seller shall pay to the applicable Group Agent, on behalf of the applicable Conduit Investors or Committed Investors, as applicable, an amount equal to the accrued and unpaid Yield for the related Rate Period. Nothing in this Agreement shall limit in any way the obligations of the Seller or, in the case of the Agent Fee Letter, the obligations of the Parent to pay the amounts set forth in this Section 2.5.

SECTION 2.6 Deemed Collections. (a) Dilutions. If on any day any portion of any Receivable is reduced or canceled causing such Receivable to become a Diluted Receivable, the Seller shall be deemed to have received on such day a Collection of such Receivable in the

30

amount of such reduction or cancellation, and the Seller shall pay to the Collection Agent an amount equal to such Deemed Collection and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.12.

(b) Breach of Representation or Warranty. If on any day any of the representations or warranties in Article IV was untrue with respect to a Receivable on the date when made or deemed made, the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of the Unpaid Balance of such Receivable and the Seller shall on such day pay to the Collection Agent an amount equal to such Unpaid Balance and such amount shall be allocated and applied by the Collection Agent as a Collection in accordance with Section 2.12.

SECTION 2.7 Payments and Computations, Etc. All amounts to be paid or deposited by the Seller or the Collection Agent hereunder shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (New York City time) on the day when due in immediately available funds; if such amounts are payable to the Agent or any Group Agent (whether on behalf of any Investor or otherwise) they shall be paid or deposited in the account indicated under the heading “Payment Information” on Schedule 11.3, until otherwise notified by the Agent or any Group Agent. The Seller shall, to the extent permitted by Law, pay to the applicable Group Agent, for the benefit of the Investors, as applicable, upon demand, interest on all amounts not paid or deposited when due hereunder at a per annum rate equal to the Base Rate in effect at such time plus the margin specified in the applicable Fee Letter. All computations of Yield and all per annum fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. Any computations by the Agent or any Group Agent of amounts payable by the Seller hereunder shall be binding upon the Seller absent manifest error.

SECTION 2.8 Reports. (a) By no later than 4:00 p.m. (New York City time) on the tenth Business Day of each calendar month, Collection Agent shall prepare and forward to the Agent and each Group Agent a Monthly Report, certified by the Seller and the Collection Agent.

(b) By no later than 9:30a.m. (New York City time) on each Business Day, Collection Agent shall prepare and forward to the Agent and each Group Agent a Daily Report, certified by the Seller and the Collection Agent.

SECTION 2.9 Collection Accounts.

(a) On or prior to the Closing Date, the Seller shall have established and shall at all times after the Closing Date maintain (i) a segregated account at Bank of America, N.A., which account shall be designated as a “collection account” (the “Bank of America Collection Account”) and (ii) a segregated account at Bank of America, N.A., which account shall be designated as an “interest account” (the “Bank of America Interest Account” and, together with the Bank of America Collection Account, the “Bank of America Accounts”). Prior to the initial Investment hereunder the Collection Agent and the Seller shall enter into a Collection Account Agreement with the Agent and Bank of America, N.A. regarding each Bank of America Account. Upon the occurrence of a Level I Trigger Event, and until such time as a Level II

31

Trigger Event shall have occurred, the Collection Agent shall remit daily within one (1) Business Day of receipt to the Bank of America Collection Account all Collections received.

(b) On or prior to the Closing Date, the Seller shall have established and shall at all times after the Closing Date maintain (i) a segregated account at Deutsche Bank Trust Company Americas, which account shall be designated as a “collection account” (the “Deutsche Bank Collection Account”) and (ii) a segregated account at Deutsche Bank Trust Company Americas, which account shall be designated as an “interest account” (the “Deutsche Bank Interest Account” and, together with the Deutsche Bank Collection Account, the “Deutsche Bank Accounts”). Prior to the initial Investment hereunder the Collection Agent and the Seller shall enter into a Collection Account Agreement with the Agent and Deutsche Bank Trust Company Americas regarding each Deutsche Bank Account. Upon the occurrence of a Level II Trigger Event, the Collection Agent shall remit daily within one (1) Business Day of receipt to the Deutsche Bank Collection Account all Collections received.

(c) As of the Closing Date, the Agent shall have exclusive dominion and control of the Collection Accounts; provided that pursuant to the terms of the applicable Collection Account Agreement executed in connection therewith, the Collection Agent and the Seller shall be entitled to exercise certain rights with respect thereto at all times prior to the occurrence of a Termination Event. At any time following the occurrence of a Termination Event, the Agent may give notice to the applicable Collection Account Bank that the Agent is exercising its rights under the applicable Collection Account Agreement to do any or all of the following: (i) exercise exclusive dominion and control over all monies, instruments and other property from time to time therein, (ii) provide to the Collection Account Bank instructions with respect thereto and (iii) to take any or all other actions permitted under the applicable Collection Account Agreement. Each of the Collection Agent and the Seller hereby agrees that if the Agent, at any time, takes any action set forth in the preceding sentence, the Agent shall have exclusive control of all amounts on deposit in the Collection Accounts and all proceeds thereof and the Seller hereby further agrees to take any other action that the Agent may reasonably request to transfer such control. Each Collection Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Agent on behalf of the Secured Parties. Funds on deposit in any Collection Account (other than investment earnings) shall be invested in Eligible Investments that will mature so that such funds will be available so as to permit amounts in the Collection Accounts to be paid and applied on the next Settlement Date and otherwise in accordance with the provisions of Section 2.12; provided that such funds shall not reduce the Net Investment or accrued Yield hereunder until so applied under Section 2.12. On each Settlement Date, all interest and earnings (net of losses and investment expenses) on funds on deposit in the Collection Accounts shall be applied as Collections set aside or deposited for the Agent in accordance with Section 2.12. On the Final Payout Date, any funds remaining on deposit in any Collection Account shall be paid to the Seller.

SECTION 2.10 Sharing of Payments, Etc. If any Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the portion of the Asset Interest owned by it (other than pursuant to a Fee Letter, or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.12 and other than a result of the different methods for calculating Yield) in excess of its ratable share of

32

payments on account of the Asset Interest obtained by the Investors entitled thereto, such Recipient shall forthwith purchase from the Investors entitled to a share of such amount participations in the portions of the Asset Interest owned by such Persons as shall be necessary to cause such Recipient to share the excess payment ratably with each such other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Recipient, such purchase from each such other Person shall be rescinded and each such other Person shall repay to the Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery, together with an amount equal to such other Person’s ratable share (according to the proportion of (a) the amount of such other Person’s required payment to (b) the total amount so recovered from the Recipient) of any interest or other amount paid or payable by the Recipient in respect of the total amount so recovered.

SECTION 2.11 Right of Setoff. Without in any way limiting the provisions of Section 2.10, each of the Agent, each Group Agent and each Investor is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of the Termination Date due to the occurrence of a Termination Event to set-off, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by the Agent, such Group Agent or such Investor to, or for the account of, the Seller against the amount of the Aggregate Unpaids owing by the Seller to such Person or to a Group Agent on behalf of such Person (even if contingent or unmatured).

SECTION 2.12 Settlement Procedures. (a) Daily Procedure. On each day, the Collection Agent shall, out of the Collections received or deemed received by the Seller or the Collection Agent on such day:

(i) deposit into the Bank of America Interest Account, for the benefit of the Agent on behalf of the Secured Parties, an amount equal to the Yield (which, in the case of Yield computed by reference to the CP Rate, shall be determined for such purpose using the Federal Funds Rate), Collection Agent Fee accrued through such day for all Portion of Investment and any other Aggregate Unpaids (other than Net Investment), net of any Aggregate Unpaids not yet accrued as of such date and all such amounts shall remain in the Bank of America Interest Account until the next Settlement Date; provided, that upon the occurrence of a Level II Trigger Event, all such funds shall be deposited into the Deutsche Bank Interest Account and shall remain therein until the next Settlement Date;

(ii) set aside and hold in trust for the benefit of the Agent on behalf of the Secured Parties an amount equal to the excess, if any, of

(A) the greatest of:

(1) if the Seller shall have elected to reduce the Net Investment under Section 2.13, the amount of the proposed reduction; provided that in the event the Seller shall have, pursuant to Section 2.13, elected to use its cash paid in capital to reduce the Net Investment, the Collection Agent shall set aside, from the capital of the Seller, an amount equal to

33

such reduction as if such amount were being set aside from Collections,

(2) the amount, if any, by which the Required Net Receivables Pool Balance exceeds the Net Receivables Pool Balance, together with the amount, if any, by which the Net Investment shall exceed the Facility Limit, and

(3) if such day is on or after the Termination Date, the Net Investment; over

(B) the aggregate of the amounts previously set aside and currently so held for the benefit of the Agent on behalf of the Secured Parties pursuant to this clause (ii); and

(iii) pay the remainder of such Collections, if any, after the application of clauses (i) and (ii) above to the Seller for application to Reinvestment, for the benefit of the Agent on behalf of the Secured Parties, in the Receivables and other Affected Assets in accordance with Section 2.2(b). To the extent and for so long as such Collections may not be reinvested pursuant to Section 2.2(b), the Collection Agent shall hold such Collections in trust for the benefit of the Agent on behalf of the Secured Parties.

(b) Optional Reductions; Mandatory Payments; Settlement Date Procedures.

(i) The Collection Agent shall deposit into each Group Agent’s account, pro rata based on the Investments and Reinvestments funded by their respective Investor Groups, on each Business Day selected by the Seller for a reduction of the Net Investment under Section 2.13 the amount of Collections held for the benefit of the Agent, on behalf of each such Group Agent pursuant to Section 2.12(a)(ii).

(ii) On any date on or prior to the Termination Date, if the Required Net Receivables Pool Balance exceeds the Net Receivables Pool Balance, the Collection Agent shall immediately deposit to each Group Agent’s account, pro rata based on the Investments and Reinvestments funded by their respective Investor Groups from amounts set aside pursuant to clause (ii) or clause (iii) of Section 2.12(a) an amount equal to such excess.

(iii) On each Settlement Date, the Collection Agent shall deposit to each Group Agent’s account, pro rata based on the amount of Yield then due and payable to their respective Investor Groups:

(A) out of the amounts deposited in the Bank of America Interest Account or the Deutsche Bank Interest Account, as the case may be, pursuant to clause (i) of Section 2.12(a), an amount equal to the accrued and unpaid Yield and Collection Agent Fee for the related Rate Period together with any other Aggregate Unpaids (other than Net Investment) due and payable on such Settlement Date; and

34

(B) out of the amount, if any, set aside pursuant to clause (ii) and (to the extent not theretofore reinvested) clause (iii) of Section 2.12(a) and not theretofore deposited to any Group Agent’s account pursuant to this Section 2.12(b), an amount equal to the lesser of such amount and the Net Investment;

provided, however, that if the Agent consents (which consent may be revoked at any time), the Collection Agent may retain amounts which would otherwise be deposited in respect of accrued and unpaid Collection Agent Fee, in which case no distribution shall be made in respect of such Collection Agent Fee under subsection (c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Group Agents’ accounts pursuant to this subsection (b) shall continue to be set aside and held in trust by the Collection Agent for application on the next succeeding Settlement Date(s).

(c) Order of Application. Upon receipt by the Group Agents on any Settlement Date of funds deposited pursuant to subsection (b) and owed to the Investors, each Group Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below; provided that with respect to all payments to Persons other than any member of its Investor Group, each Group Agent shall be obligated to pay the amounts set forth below out of such funds ratably with each other Group Agent, based on the Investor Group Percentage of the Investor Group of such Group Agent):

(i) to the Collection Agent in payment of the accrued and unpaid Collection Agent Fee (to the extent not retained pursuant to subsection b above);

(ii) to the payment of transaction expenses, in an aggregate amount not to exceed $100,000, incurred by any party hereto (such amounts to be paid ratably among such parties) in connection with any replacement of the Collection Agent;

(iii) to the Investors in its Investor Group, pro rata based on the amount of accrued and unpaid Yield owing to each of them, in payment of the accrued and unpaid Yield on all Portions of Investment for the related Rate Period;

(iv) to the Agent, to itself as Group Agent and to the Investors in its Investor Group, pro rata,with respect to each such Investor, based on the amount of accrued and unpaid Commitment Fees and Usage Fees owing to each such Investor, all accrued and unpaid Commitment Fees and Usage Fees and other fees owing to each of them under the Agent Fee Letter;

(v) to the Investors in its Investor Group, pro rata based on their respective interests in the Asset Interest (as determined in accordance with Section 2.1(b)), in reduction of the Net Investment; and

(vi) to the Agent, itself as Group Agent, the Administrators, the applicable Investors or such other Person as may be entitled to such payment, in payment of any other accrued and unpaid Aggregate Unpaids then due and payable by the Seller hereunder to such Person (other than amounts paid pursuant to clauses (i) through (v) above).

35

SECTION 2.13 Optional Reduction of Net Investment; Optional Reduction of Facility Limit. (a) The Seller may at any time elect to cause the reduction of the Net Investment as follows:

(i) the Seller shall (a) instruct the Collection Agent to (and the Collection Agent shall) set aside Collections and hold them in trust for the Agent, on behalf of the Secured Parties, under clause (ii) of Section 2.12(a), or (b) instruct the Collection Agent to (and the Collection Agent shall) set aside amounts in respect of the Seller’s cash paid in capital to effect such reduction in accordance with clause (ii) of Section 2.12(a), until the amount so set aside shall equal the desired amount of reduction;

(ii) the Seller shall give the Agent and the Group Agents at least one Business Day’s prior written notice of the amount of such reduction and the Business Day on which such reduction will occur; and

(iii) on each Business Day designated in any such notice, the Collection Agent shall pay to the Group Agents, pro rata in accordance with their respective Investor Groups’ Investor Group Percentages, in reduction of the Net Investment, the lesser of (i) the amount of Collections held therefor and (ii) the Net Investment (it being understood that the Net Investment shall not be deemed reduced by any amount set aside or held in accordance with clause (i) above unless and until, and then only to the extent that, such amount is finally paid to the Group Agents as aforesaid); provided that, the amount of any such reduction shall be not less than $100,000.

(b) The Seller may at any time elect to cause the reduction of the Commitments and the Facility Limit in accordance with the following provisions:

(i) the Seller shall give the Agent at least five Business Day’s prior written notice of the amount of such reduction and the Business Day on which such reduction will occur;

(ii) any such reduction shall be in an amount equal to at least $25,000,000 or an integral multiple of $1,000,000 in excess thereof;

(iii) any such reduction shall be made to the Commitments of each Committed Investor on a pro rata basis;

(iv) in no event shall Commitments and the Facility Limit be reduced below the Net Investment;

(v) reductions of the Commitments and the Facility Limit shall not be made more frequently than twice per calendar year;

(vi) the Seller shall not be permitted to reduce the Commitments and the Facility Limit to an amount below $100,000,000 without the prior written consent of the Agent, unless such reduction reduces the Commitments and the Facility Limit to zero; and

36

(vii) any such reduction in the Commitments and the Facility Limit shall be permanent.

SECTION 2.14 Application of Collections Distributable to Seller. Unless otherwise instructed by the Seller, the Collection Agent shall allocate and apply, on behalf of the Seller, Collections distributable to the Seller hereunder first, to the payment or provision for payment to the Collection Agent as reimbursement for any amounts paid by the Collection Agent on behalf of the Seller in accordance with Section 7.3(d), second, to the payment or provision for payment of the Seller’s operating expenses, as instructed by the Seller, and third, to the payment to United Receivables I of the purchase price of new Receivables in accordance with the Seller Purchase and Contribution Agreement.

SECTION 2.15 Collections Held in Trust. So long as the Seller shall hold any Collections or Deemed Collections then or thereafter required to be paid by the Seller to the Collection Agent, the Agent or the Group Agents, or the Collection Agent shall hold any Collections or Deemed Collections then or thereafter required to be paid by the Collection Agent to the Agent or the Group Agents, the Seller or the Collection Agent, as the case may be, shall hold such Collections in trust, and, if required by Section 2.9, shall deposit such Collections within one Business Day of receipt thereof into the applicable Collection Account. The Net Investment shall not be deemed reduced by any amount held in trust or in any Collection Account unless and until, and then only to the extent that, such amount is finally paid to the Group Agents in accordance with Section 2.12(b) or (c).

ARTICLE III

ADDITIONAL COMMITTED INVESTOR PROVISIONS

SECTION 3.1 Non-Renewing Committed Investors. (a) If at any time the Seller requests that the Committed Investors renew their Commitments hereunder and extend the Commitment Termination Date and some but less than all the Committed Investors consent to such renewal within 30 days of the Seller’s request, the Seller may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Committed Investor in accordance with Section 11.8. Any such assignment shall become effective on the then-current Commitment Termination Date. Each Committed Investor which does not so consent to any renewal shall cooperate fully with the Seller in effectuating any such assignment.

(b) If the Commitment of any non-renewing Committed Investor is not so assigned as provided in clause (a) above, then the Seller may, in its sole discretion, require such Committed Investor to fund (and each Committed Investor hereby agrees in such event to fund) any unused portion of its Commitment by payment of such amount to the applicable Group Agent (a “Cash Secured Advance”) for deposit in an account in the name of the Seller, maintained at the applicable Group Agent’s office in New York, New York or such other office of the applicable Group Agent as such Group Agent may specify by notice to the Seller (a “Cash Secured Account”).

37

(c) If any Committed Investor shall be required pursuant to clause (b) above to fund a Cash Secured Advance, then the applicable Group Agent shall apply the monies in the Cash Secured Account to such Committed Investor’s Primary Investor Percentage or CP Committed Investor Percentage, as applicable, of Investments required to be made by the Committed Investors at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Cash Secured Account by any Committed Investor shall not constitute an Investment (and such Committed Investor shall not be entitled to interest on such monies except as provided below in this clause (c)) unless and until (and then only to the extent that) such monies are used to make an Investment pursuant to the first sentence of this clause (c). Proceeds in such Cash Secured Account shall be invested in investments permitted pursuant to the documents governing the related Conduit Investor’s securitization program (as notified by the applicable Group Agent), or, if the non-consenting Committed Investor is a Primary Investor, in investments identified by such Committed Investor, in each case as directed by the applicable Committed Investor by written notice to the Seller and the applicable Group Agent, the income of which shall be for the account of such Committed Investor. The income that has accrued from such investments and received by the Seller shall be released to such Committed Investor on the last Business Day of each month. Unless required to be released by the following sentence, Collections received by the Seller or the applicable Group Agent in respect of such Committed Investor’s Investment shall be deposited in the Cash Secured Account for such Committed Investor. All amounts remaining in such Cash Secured Account shall be released to such Committed Investor no later than the Business Day immediately following the earliest of (x) the effective date of any replacement of such Committed Investor or removal of such Committed Investor as a party to this Agreement, and (y) the Scheduled Termination Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.1 Representations and Warranties of the Seller and the Collection Agent. Each of the Seller and the Collection Agent represents and warrants to the Agent, each Group Agent, the Administrators and the Investors, solely as to itself, that, on the Closing Date and on each Investment Date and Reinvestment Date:

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

(b) The execution, delivery and performance by it of each Transaction Document to which it is a party (i) are within its limited liability company or corporate powers, (ii) have been duly authorized by all necessary corporate, limited liability company, shareholder and member action, (iii) do not contravene (1) its certificate of formation, limited liability company agreement, operating agreement, certificate of incorporation or other constituting documents, (2) any law, rule or regulation applicable to it, (3) any contractual restriction binding on or affecting it or its property, the violation of which could reasonably be expected to have an adverse affect on any Secured Party, on the collectibility of any Affected Asset or on the performance by any party to a Transaction Document of its obligations hereunder or thereunder (for any reason other than the occurrence of an adverse effect, whether material or not, on the Collection Agent), or a

38

material adverse affect on the Seller or the Collection Agent or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the interest created pursuant to this Agreement and the other Transaction Documents); and no transaction contemplated by this Agreement requires compliance with any bulk sales act or similar law.

(c) No authorization or approval or other action by, and no notice to or filing with, any Official Body is required for the due execution, delivery and performance by it of the Transaction Documents to which it is a party, except for authorizations and approvals that are required herein or therein that have been obtained as of the Closing Date and the filing of UCC financing statements which are referred to herein and therein and, except as contemplated by Sections 5.1(g) through (l) and 7.7, all of which have been (or as of the Closing Date will have been) duly made and in full force and effect; provided, that the right of any assignee of a Receivable the Obligor of which is a Government Obligor to enforce such Receivable directly against such Obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable Law to the extent the Originator thereof, United Receivables I and/or the Seller shall not have complied with the applicable provisions of any such Law in connection with the assignment or subsequent reassignment of any such Receivable.

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

(e) (i) The consolidated balance sheets of the United Rentals Consolidated Group as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of the United Rentals Consolidated Group for such fiscal year, copies of which have been furnished to the Agent and each Group Agent, fairly present in all material respects the consolidated financial condition of the United Rentals Consolidated Group as at such date and the consolidated results of the operations of the United Rentals Consolidated Group for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied.

(ii) The consolidated balance sheets of the URNA Consolidated Group as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of the URNA Consolidated Group for such fiscal year, copies of which have been furnished to the Agent and each Group Agent, fairly present in all material respects the consolidated financial condition of the URNA Consolidated Group as at such date and the consolidated results of the operations of the URNA Consolidated Group for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied.

(iii) Since the formation of the Seller, there has been no material adverse change in the business, operations, property or financial or other condition of the Seller.

39

(f) Except as set forth in Schedule 4.1(f), there is no pending or, to its knowledge, threatened action or proceeding affecting United Rentals or any of its Subsidiaries before any court, governmental agency or arbitrator which could reasonably be expected to materially adversely affect the financial condition or operations of United Rentals or any of its Subsidiaries or materially adversely affect the ability of United Rentals to perform its obligations under the Transaction Documents, or which purports to affect the legality, validity or enforceability of the Transaction Documents. To its knowledge, neither United Rentals nor any Subsidiary is in default with respect to any order of any court, arbitration or Official Body except for defaults with respect to orders of Official Bodies, which defaults are not material to the business or operations of United Rentals and its Subsidiaries, taken as a whole.

(g) In the case of the Seller, no proceeds of any Investment or Reinvestment will be used by it (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, (ii) to acquire any equity security of a class which is registered pursuant to Section 12 of such act or (iii) for any other purpose that violates applicable Law, including Regulations G or U of the Federal Reserve Board.

(h) In the case of the Seller, immediately preceding each Investment or Reinvestment it is the owner of all of the Receivables and all other Affected Assets, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder, under the Seller Purchase and Contribution Agreement, under the Originator Purchase and Contribution Agreement or under any other Transaction Document); provided, that the interest of the Seller in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, further, that the interest of the Seller in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof. In the case of the Seller, upon each Investment and Reinvestment, the Agent shall acquire a valid and enforceable perfected first priority ownership interest or a first priority perfected security interest in each Receivable and all other Affected Assets that exist on the date of such Investment or Reinvestment, with respect thereto, free and clear of any Adverse Claim; provided, that the right of any assignee of a Receivable the Obligor of which is a Government Obligor to enforce such Receivable directly against such Obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable Law to the extent the Originator thereof, United Receivables I and/or the Seller shall not have complied with the applicable provisions of any such Law in connection with the assignment or subsequent reassignment of any such Receivable; and provided, further, that the perfected ownership or security interest of the Agent in Leased Equipment Receivables may be subject to the lien of the lessor thereof; and provided, still further, that the perfected ownership or security interest of the Agent in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof. No effective financing statement or other instrument similar in effect covering any Contract or any Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Agent relating to this Agreement and those filed pursuant to the other Transaction Documents, other than those filed in favor of the lessor of equipment giving rise to Leased Equipment Receivables or relating to the proceeds of the sale of equipment that has been leased to an Originator.

(i) Each Collection Agent Report, any other reports delivered pursuant to Section 2.8 (in the case of the Seller, if prepared by the Seller, or to the extent that information contained

40

therein is supplied by the Seller), all information and each exhibit, financial statement, document, book, record or report furnished at any time by the Seller or on its behalf to the Agent, any Group Agent, any Administrator or any Investor in connection with this Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Agent, the Administrator and the Investors at such time) as of the date so furnished, and as of such date no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(j) Its jurisdiction of organization, its principal place of business and the offices where it keeps all its Records are located in the jurisdiction and the address(es) described on Schedule 4.1(j) or such other jurisdictions and locations notified to the Agents in accordance with Section 7.7, in each case jurisdictions where all action required by Section 7.7 has been taken and completed.

(k) The names and addresses of all the Lock-box Account Banks, together with the account numbers of the Lock-box Accounts at such Lock-box Account Banks, are specified in Schedule 4.1(k) (other than any Lock-box Accounts and Lock-box Account Banks that may be added after the initial purchase hereunder in accordance with the terms of Section 7.3(a)). All Lock-box Accounts are subject to Lock-box Account Agreements. All Obligors have been instructed to make payment to a Lock-box Account and, other than Identifiable Combined Assets, only Collections are deposited into the Lock-box Accounts.

(l) The names and addresses of all the Blocked Account Banks, together with the account numbers of the Blocked Accounts at such Blocked Account Banks, are specified in Schedule 4.1(l) (other than any Blocked Accounts and Blocked Account Banks that may be added after the initial purchase hereunder in accordance with the terms of Section 7.3(b)). All Blocked Accounts are subject to Blocked Account Agreements. Other than Identifiable Combined Assets, only Collections are deposited into the Blocked Accounts.

(m) In the case of the Seller, it is not known by, has not and does not use any tradename or doing-business-as name.

(n) In the case of the Seller, it was formed on December 15, 2000, the only business activities in which it has engaged prior to the date hereof are those relating to the transactions evidenced by the Existing Deal Documents and the documents amended and restated thereby and it has no Subsidiaries. The correct Federal Employer Identification Number of the Seller is 22-3770446 and the correct organizational identification number of the Seller is 3330610.

(o) In the case of the Seller, (i) the fair value of the property of the Seller is greater than the total amount of liabilities, including contingent liabilities, of the Seller, (ii) the present fair salable value of the assets of the Seller is not less than the amount that will be required to pay all probable liabilities of the Seller on its debts as they become absolute and matured, (iii) the Seller does not intend to, and does not believe that it will, incur Indebtedness or liabilities beyond the Seller’s abilities to pay such Indebtedness and liabilities as they mature and (iv) the Seller is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Seller’s property would constitute unreasonably small capital.

41

(p) In the case of the Seller, with respect to each Receivable, either the Seller (i) shall have received such Receivable as a contribution to the capital of the Seller by United Receivables I or (ii) shall have purchased such Receivable from United Receivables I in exchange for payment (made by the Seller to United Receivables I in accordance with the provisions of the Seller Purchase and Contribution Agreement) of cash in an amount which constitutes fair consideration and reasonably equivalent value. In the case of the Seller, it shall have given reasonably equivalent value to United Receivables I in consideration for the transfer to it of the Affected Assets from United Receivables I, and each such transfer shall not have been made for or on account of an antecedent debt owed by United Receivables I to it and no such transfer is voidable under any section of the Bankruptcy Code.

(q) In the case of the Seller, it is the owner of all of the Receivables and other Affected Assets, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder) and the Agent, on behalf of the Secured Parties, has a first priority perfected security interest therein and all financing statements and other documents required to be recorded or filed in order to perfect and protect the interest of the Agent on behalf of the Secured Parties in the Asset Interest against all creditors of and purchasers from the Seller, United Receivables I and the Originators have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings have been paid in full; provided, that the perfected ownership or security interest of the Agent in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, further, that the perfected ownership or security interest of the Agent in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof.

(r) It has (i) timely filed all tax returns (federal, state and local) required to be filed, (ii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges and (iii) in the case of the Seller, accounted for the conveyance and transfer of the Asset Interest hereunder, in its books and financial statements as sales, consistent with GAAP.

(s) Each Receivable (i) represented by it to be an Eligible Receivable in any Collection Agent Report or other report delivered pursuant to Section 2.8 or (ii) included in the calculation of the Net Receivables Pool Balance in fact satisfies at such time the definition of “Eligible Receivable” set forth herein.

(t) In the case of the Seller, the Required Net Receivables Pool Balance does not exceed the Net Receivables Pool Balance.

(u) Since the Closing Date, there have been no material changes in the Credit and Collection Policy other than in accordance with this Agreement. It has at all times complied with the Credit and Collection Policy with regard to each Receivable.

(v) Since December 31, 2002, there has been no Material Adverse Effect.

(w) In the case of the Seller, no event has occurred and is continuing and no condition exists, which constitutes or may be reasonable be expected to constitute a Termination Event or a Potential Termination Event.

42

(x) It is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act. It is not a “holding company,” or a subsidiary or affiliate of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935.

(y) No steps have been taken by any Person to terminate any Pension Plan the assets of which are not sufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA, and each Pension Plan has been administered in all material respects in compliance with its terms and applicable provision of ERISA and the Code.

(z) The Seller has complied with and is in compliance with the covenants set forth in Section 6.1(t).

(aa) In the case of the Seller, each of the representations and warranties made by it pursuant to the Transaction Documents (other than this Agreement) is true, complete and correct in all respects, and it hereby makes each such representation and warranty to, and for the benefit of, the Agent, the Group Agents, the Administrator and the Investors as if the same were set forth in full herein.

(bb) In the case of the Collection Agent, no event has occurred and is continuing and no condition exists, or would result from an Investment or Reinvestment in respect of the Asset Interest or from the application of the proceeds therefrom, which constitutes or may reasonably be expected to constitute a Collection Agent Default.

SECTION 4.2 Additional Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants on the Closing Date and on each Investment Date and Reinvestment Date to the Agent, the Group Agents, the Administrators and the Investors, which representation and warranty shall survive the execution and delivery of this Agreement, that each of the representations and warranties of the Collection Agent (whether made by the Collection Agent in its capacity as the Collection Agent or as the Parent) contained in any Transaction Document is true, complete and correct and, if made by the Collection Agent in its capacity as the Parent or any other applicable capacity, applies with equal force to the Collection Agent in its capacity as the Collection Agent, and the Collection Agent hereby makes each such representation and warranty to, and for the benefit of, the Agent, the Group Agents, the Administrators and the Investors as if the same were set forth in full herein.

ARTICLE V

CONDITIONS PRECEDENT

SECTION 5.1 Conditions Precedent to Closing. The occurrence of the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the Seller and each Originator shall have paid in full (A) all amounts required to be paid by them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) the Agent shall have received, for itself, each Group Agent and each of the Investors and the Agent’s

43

counsel, an original (unless otherwise indicated) of each of the following documents, each in form and substance satisfactory to the Agent.

(a) A duly executed counterpart of this Agreement, the Originator Purchase and Contribution Agreement, the Seller Purchase and Contribution Agreement, each Fee Letter (provided that the originals of such fee letters may be sent only to the parties thereto and the Agent will only need to receive a copy thereof) and each of the other Transaction Documents executed by each signatory thereof.

(b) A certificate, substantially in the form of Exhibit G, of the secretary or assistant secretary of the Seller, certifying and attaching as exhibits thereto, among other things:

(i) the limited liability company agreement, operating agreement or other organizing document of the Seller (certified by the Secretary of State or other similar official of the Seller’s jurisdiction of organization, as of a recent date);

(ii) resolutions of the board of directors or other governing body of the of the Seller authorizing the execution, delivery and performance by the Seller of this Agreement, the Seller Purchase and Contribution Agreement and the other Transaction Documents to be delivered by the Seller hereunder or thereunder and all other documents evidencing necessary limited liability company action (including member consents) and government approvals, if any; and

(iii) the incumbency, authority and signature of each officer of the Seller executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the Seller.

(c) A certificate, substantially in the form of Exhibit H of the secretary or assistant secretary of United Receivables I, each Originator, the Parent and the Collection Agent certifying and attaching as exhibits thereto, among other things:

(i) the articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of United Receivables I, such Originator, the Parent or the Collection Agent, as the case may be (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date);

(ii) the by-laws of United Receivables I, such Originator, the Parent or the Collection Agent, as the case may be;

(iii) resolutions of the board of directors or other governing body of United Receivables I, such Originator, the Parent or the Collection Agent, as the case may be, authorizing the execution, delivery and performance by it of this Agreement, the Originator Purchase and Contribution Agreement, the Seller Purchase and Contribution Agreement, the Parent Undertaking and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and

44

(iv) the incumbency, authority and signature of each officer of United Receivables I, such Originator, the Parent or the Collection Agent, as the case may be, executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf.

(d) A certificate of an appropriate officer of the Collection Agent certifying that as of the Closing Date:

(i) The representations and warranties of the Collection Agent contained in Sections 4.1 and 4.2 are true, complete and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day, and

(ii) no event or circumstance that would constitute a Termination Event or Potential Termination Event has occurred and is continuing.

(e) A good standing certificate for the Seller issued by the Secretary of State or a similar official of the Seller’s jurisdiction of organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date.

(f) A good standing certificate for United Receivables I, each Originator and the Collection Agent issued by the Secretary of State or a similar official of its jurisdiction of incorporation and a certificate of qualification as a foreign corporation issued by the Secretary of State or other similar official of the jurisdiction where the principal place of business of United Receivables I, URNA and the Collection Agent is located, in each case, dated as of a recent date.

(g) Copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the Seller, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and the other Affected Assets.

(h) Copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming United Receivables I, as the debtor, in favor of the Seller, as secured party, and the Agent, for the benefit of the Secured Parties, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Seller’s ownership interest in all Receivables and the other Affected Assets.

(i) Copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming each Originator, as the debtor, in favor of United Receivables I, as secured party, the Seller as an assignee and the Agent, for the benefit of the Secured Parties, as the final assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Seller’s ownership interest in all Receivables and the other Affected Assets.

45

(j) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate or release all security interests and other rights of any Person in Receivables or the other Affected Assets (other than proceeds of the sale of equipment that has been leased to an Originator) previously granted by the Seller; provided that no such UCC-3 will be required with respect to security interests and other rights of the lessors identified on Schedule 2 in the Receivables and the other Affected Assets.

(k) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate or release all security interests and other rights of any Person in Receivables or the other Affected Assets (other than proceeds of the sale of equipment that has been leased to an Originator) previously granted by United Receivables I; provided that no such UCC-3 will be required with respect to security interests and other rights of the lessors identified on Schedule 2 in the Receivables and the other Affected Assets.

(l) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate or release all security interests and other rights of any Person in Receivables or the other Affected Assets (other than proceeds of the sale of equipment that has been leased to an Originator) previously granted by any Originator; provided that no such UCC-3 will be required with respect to security interests and other rights of the lessors identified on Schedule 2 in the Receivables and the other Affected Assets.

(m) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the Seller, United Receivables or any Originator (under their respective present names and any previous names used within five years of the Closing Date) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (g),(h) or (i) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements (none of which shall cover any Receivables or other Affected Assets (other than proceeds of the sale of equipment that has been leased to an Originator), unless such financing statements relate to (i) the security interests and other rights of the lessors identified on Schedule 2 in the Receivables and the other Affected Assets or (ii) the security interests and other rights of lessors of equipment leased by an Originator that have expressly released any lien they have in the Receivables and the other Affected Assets), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in jurisdictions where the Agent may reasonably request, showing no such liens on any of the Receivables or other Affected Assets unless terminated by the UCC-3 filings made pursuant to clause (j), (k) or (l) above;

(n) Executed copies of the Lock-Box Account Agreements relating to each of the Lock-box Accounts and executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts.

(o) An executed copy of the Parent Undertaking Agreement.

(p) A favorable opinion of Weil, Gotshal & Manges LLP, special counsel to the Seller, the Collection Agent, the Parent and the Originators, covering the matters set forth in Exhibit I, and as to such matters as the Agent may reasonably request.

46

(q) A favorable opinion of Weil, Gotshal & Manges LLP, special counsel to the Seller and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel.

(r) A favorable opinion of each of Day, Berry & Howard LLP, Richards, Layton & Finger, P.A., Thomas & Reynolds, P.C. and Gunster, Yoakley & Stewart, P.A., in each case as special counsel to the Seller and/or the Originators, as applicable, covering, among such other issues as may reasonably be requested by the Agent, the authorization and execution of the Transaction Documents and the perfection and first priority nature of the Agent’s security interest in the Receivables and the Affected Assets.

(s) The Agent, each Group Agent and each Investor shall have received satisfactory results of a review and audit of each Originator’s billing, collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of each Originator’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the Originator Purchase and Contribution Agreement and the Seller Purchase and Contribution Agreement and such other matters as shall be identified by the Agent, each Group Agent and each Investor, and a written outside audit report of a nationally-recognized accounting firm, acceptable to the Agent, the Group Agents and the Investors, as to such matters and as to certain agreed upon procedures (which agreed upon procedures shall include a roll-forward reconciliation, payable analysis, credit memorandum sampling and cash posting review), which review, audit and agreed upon procedures shall be in form and substance satisfactory to the Agent, each Group Agent and each Investor.

(t) Evidence of the appointment of Corporation Service Company, 80 Albany Street, Albany, New York, New York 12207-2543, as agent for process as required by Section 11.4.

(u) Evidence that the Collection Accounts and other accounts, if any, required to be established hereunder have been established.

(v) Evidence that all fees, expenses and other amounts due and owing pursuant to the Fee Letters and the other Transaction Documents on the Closing Date shall have been paid.

(w) If required by such Conduit Investor, each Conduit Investor shall have received confirmation from each nationally recognized rating agency then rating its commercial paper notes that its execution and delivery of this Agreement and its making of Investments and Reinvestments from time to time as contemplated by this Agreement will not result in a reduction or withdrawal of such rating agency’s rating of such commercial paper notes.

(x) Such other approvals, documents, instruments, information, certificates and opinions as the Agent, any Group Agent, any Administrator or any Investor may reasonably request.

SECTION 5.2 Conditions Precedent to All Investments and Reinvestments. Each Investment and Reinvestment hereunder (including the initial Investment) shall be subject to the conditions precedent that (i) the Closing Date shall have occurred, (ii) the Agent and each Group Agent shall have received such approvals, documents, instruments, certificates and opinions as

47

the Agent, any Group Agent, any Administrator or any Investor may reasonably request and (iii) on the date of such Investment or Reinvestment the following statements shall be true (and the Seller by accepting the amount of such Investment or Reinvestment shall be deemed to have certified that):

(a) The representations and warranties contained in Sections 4.1 and 4.2 are true, complete and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,

(b) In the case of a Reinvestment, the amount of the Reinvestment will not exceed the amount available therefor under Section 2.12, and in the case of an Investment, the amount of such Investment will not exceed the amount available therefor under Section 2.2 and after giving effect thereto, the Required Net Receivables Pool Balance will not exceed the Net Receivables Pool Balance,

(c) In the case of an Investment, the Agent and each Group Agent shall have received (i) an Investment Request, appropriately completed, within the time period required by Section 2.3, (ii) a Daily Report dated as of the proposed Investment Date and (iii) in the case of the initial Investment and each Investment thereafter, (a) if the proposed Investment Date is after the tenth Business Day of the current month, a Monthly Report for the calendar month most recently ended as of such date and (b) if the proposed Investment Date is on or prior to the tenth Business Day of the current month, a Monthly Report for the calendar month immediately preceding the calendar month most recently ended as of such date and, in each case, the information set forth therein shall be true, complete and correct,

(d) United Receivables I shall have sold or contributed to the Seller, pursuant to the Seller Purchase Agreement, all Receivables sold or contributed to United Receivables I by the Originators under the Originator Purchase Agreement prior to such date;

(e) No Termination Event or Potential Termination Event shall have occurred and be continuing or would result from such Investment or Reinvestment, and

(f) The Termination Date has not occurred;

provided, that any acquisition of the related Asset Interest made pursuant to any Investment or Reinvestment shall remain valid and effective whether or not the conditions set forth in this Section 5.2 have been satisfied.

ARTICLE VI

COVENANTS

SECTION 6.1 Affirmative Covenants of the Seller and Collection Agent. At all times from the date hereof to the Final Payout Date, unless the Agent shall otherwise consent in writing:

(a) Reporting Requirements. Each of the Seller and the Collection Agent shall maintain, for itself and each of its Subsidiaries, a system of accounting established and

48

administered in accordance with GAAP, and furnish to the Agent (in multiple copies, if requested by the Agent):

(i) Annual Reporting. As soon as available and in any event within 90 days after the end of each fiscal year of each of the United Rentals Consolidated Group and the URNA Consolidated Group, a copy of the annual report on Form 10-K for such year for United Rentals and URNA and their respective Subsidiaries, containing consolidated financial statements of the United Rentals Consolidated Group or the URNA Consolidated Group, as applicable, for such year audited by Ernst & Young or other independent public accountants acceptable to the Agent; provided, that upon the filing of any such document on Edgar, the Seller or the Collection Agent, as the case may be, shall be deemed to have delivered such document in accordance with the terms hereof;

(ii) Quarterly Reporting. As soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year of each of the United Rentals Consolidated Group and the URNA Consolidated Group, consolidated balance sheets of both the United Rentals Consolidated Group and the URNA Consolidated Group as of the end of such quarter and consolidated statements of income and retained earnings of both the United Rentals Consolidated Group and the URNA Consolidated Group for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of United Rentals or URNA, as applicable; provided, that upon the filing of any such document on Edgar, the Seller or the Collection Agent, as the case may be, shall be deemed to have delivered such document in accordance with the terms hereof;

(iii) Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate signed by the Collection Agent’s and URNA’s chief financial officer stating that (A) the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the United Rentals Consolidated Group and the URNA Consolidated Group and (B) to the best of such Person’s knowledge, no Termination Event or Potential Termination Event exists, or if any Termination Event or Potential Termination Event exists, stating the nature and status thereof and showing the computation of, and showing compliance with, each of the financial ratios and restrictions set forth in Section 6.2(l) of the Originator Purchase and Contribution Agreement.

(iv) Shareholders Statements and Reports; SEC Filings. Promptly after the sending or filing thereof, copies of all reports that United Rentals or URNA sends to any of its securityholders, and copies of all reports and registration statements and annual, quarterly, monthly or other regular reports that United Rentals, or any Subsidiary of United Rentals files with the Securities and Exchange Commission or any national securities exchange; provided, that upon the filing of any such document of Edgar, the Seller or the Collection Agent, as the case may be, shall be deemed to have delivered each such document in accordance with the terms hereof;

(v) Notice of Termination Events, Potential Termination Events, Trigger Events; Etc. (A) As soon as possible and in any event within two (2) Business Days after

49

the occurrence of each Termination Event or Potential Termination Event, a statement of the president, chief financial officer or chief accounting officer of the Seller setting forth details of such Termination Event or Potential Termination Event and the action which the Seller has taken and proposes to take with respect thereto, which information shall be updated promptly from time to time; (B) immediately after the Collection Agent obtains knowledge thereof, notice of the occurrence of a Trigger Event and a statement of the president, chief financial officer or chief accounting officer of the Collection Agent setting forth details of such Trigger Event, (C) promptly after the Seller obtains knowledge thereof, notice of any litigation, investigation or proceeding that may exist at any time between the Seller and any Person (i) that could reasonably be expected to result in a Material Adverse Effect or any litigation or proceeding relating to any Transaction Document or (ii) in which the amount involved is $5,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought; (D) promptly after the occurrence thereof, notice of a Material Adverse Effect and (E) immediately after the Seller obtains knowledge thereof, notice of the occurrence of the Purchase Termination Date under the Originator Purchase and Contribution Agreement or the Seller Purchase and Contribution Agreement.

(vi) Change in Debt Ratings. Within five (5) days after the date of any change in the Seller’s or the Collection Agent’s public or private debt ratings, if any, a written certification of the Seller or the Collection Agent’s public and private debt ratings after giving effect to any such change.

(vii) Credit and Collection Policy. Within ninety (90) days after the close of each of the Collection Agent’s and the Seller’s fiscal years, if different, a complete copy of the Credit and Collection Policy then in effect, if requested by the Agent.

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

(ix) Change in Accountants or Accounting Policy. Promptly, notice of any change in the accountants or accounting policy of the Seller or the Collection Agent or its Subsidiaries;

(x) Change in Account Receivables Codes. Promptly, notice of any change in the account receivable adjustment codes used by the Collection Agent, the Seller or any Originator in their general ledger, or the creation of any new account receivable adjustment codes by the Collection Agent, the Seller or any Originator;

50

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

(xii) Search Results. In addition to any documents delivered in connection with the other provisions of this Section 6.1, within 30 calendar days after the Closing Date, each of the Seller and the Collection Agent shall cause to be delivered to the Agent certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) listing all effective financing statements which name any of the names identified on Schedule 6.1(a) as debtor and which are filed in the jurisdictions where the Agent may reasonably request, together with copies of such financing statements (none of which, other than as set forth in the following proviso, shall cover any Receivables or other Affected Assets (other than proceeds of the sale of equipment that has been leased to an Originator), unless such financing statements relate to (i) the security interests and other rights of the lessors identified on Schedule 2 (as such Schedule 2 may from time to time be amended in accordance with the following proviso) in the Receivables and the other Affected Assets or (ii) the security interests and other rights of lessors of equipment leased by an Originator that have expressly released any lien they have in the Receivables and the other Affected Assets; provided that if such search results identify a security interest or other right of a lessor of equipment leased by an Originator, such lessor shall be deemed, as of the date that is 30 days after the date on which the Seller or the Collection Agent received such search results, to be a lessor that is listed on Schedule 2, unless such lessor has on or prior to such date expressly released any lien it has in the Receivables and the other Affected Assets pursuant to a written release in form and substance acceptable to the Agent (and the Seller and the Collection Agent hereby jointly and severally agree to pay any attorney’s fees incurred by the Agent in connection with the review of such releases)), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in jurisdictions where the Agent may reasonably request, showing no such liens on any of the Receivables or other Affected Assets unless terminated by the UCC-3 filings made pursuant to clause (j), (k) or (l) of Section 5.1;

(xiii) Other Information. Promptly following any such request, such other information (including, to the extent such information is available to the Seller or the Collection Agent, or can be obtained or prepared by the Seller or the Collection Agent without unreasonable expense, non-financial information) as the Agent or any Group Agent may from time to time reasonably request with respect to the Receivables, United Receivables I, any Originator, the Seller, the Collection Agent or any Subsidiary of the Collection Agent.

(b) Conduct of Business; Ownership. Each of the Seller and the Collection Agent shall, and the Collection Agent shall cause each of its Subsidiaries to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly organized, validly existing and in good standing as a domestic corporation, limited partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite

51

authority to conduct its business in each jurisdiction in which its business is conducted. The Seller shall at all times be a wholly-owned Subsidiary of URNA.

(c) Compliance with Laws, Etc. Each of the Seller and the Collection Agent shall, and the Collection Agent shall cause each of its Subsidiaries to, comply with all Laws to which it or its respective properties may be subject and preserve and maintain its limited liability company or corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such Laws or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges would not materially adversely affect the collectibility of the Receivables or the ability of the Seller or the Collection Agent to perform its obligations under the Transaction Documents; provided, however, that the Seller is not required to comply with the Federal Assignment of Claims Act and other similar applicable Laws except to the extent set forth in Section 6.1(r).

(d) Furnishing of Information and Inspection of Records; Audits.

(i) Each of the Seller and the Collection Agent shall furnish to the Agent, and each Group Agent from time to time such information with respect to the Affected Assets as the Agent or any Group Agent may reasonably request, including listings identifying the Obligor and the Unpaid Balance for each Receivable; provided, that, unless a Termination Event or Potential Termination Event shall have occurred and be continuing, neither the Seller nor the Collection Agent shall be obligated to provide such information more often than quarterly. Each of the Seller and the Collection Agent shall, at any time and from time to time during regular business hours, as reasonably requested by the Agent or any Group Agent (provided that no such reasonableness standard shall apply if a Termination Event or Potential Termination Event shall have occurred and be continuing), permit the Agent or any Group Agent, or their respective agents or representatives, (i) to examine and make copies of and take abstracts from all books, records and documents (including computer tapes and disks) relating to the Receivables or other Affected Assets, including the related Contracts and (ii) to visit the offices and properties of the Seller, the Originators or the Collection Agent, as applicable, for the purpose of examining such materials described in clause (i), and to discuss matters relating to the Affected Assets or the Seller’s, the Originators’ or the Collection Agent’s performance hereunder, under the Contracts and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Seller, the Originators or the Collection Agent, as applicable, having knowledge of such matters.

(ii) The Agent shall, at the Seller’s expense (except as provided below), appoint a firm of nationally recognized accountants, or utilize the Agent’s representatives or auditors, to prepare and deliver to the Agent and each Group Agent a written report, in form and substance reasonably requested by the Agent, to the effect that such firm has performed certain procedures as reasonably requested by the Agent and examined certain documents and records relating to the Credit and Collection Policy and the servicing of Receivables (including, in each case, the systems, procedures and records relating thereto) and has compared the information contained in certain of the Collection Agent Reports delivered pursuant to Section 2.8 for the preceding calendar year with such

52

documents and records and that, on the basis of such procedures, has noted no instances where the amounts set forth in such Collection Agent Reports are not in agreement with the Collection Agent’s documents and records, except for such exceptions as shall be set forth in such report. The Seller will not be obligated to pay for more than one such audit annually; provided, that if (i) the long-term senior secured or unsecured debt rating of the Collection Agent is downgraded to “B+” by S&P or the issuer rating of the Collection Agent is downgraded to “B2” by Moody’s, or if either S&P or Moody’s ceases to provide such ratings, then, at the expense of the Seller, such audits may be requested by the Agent as frequently as twice annually, and (ii) a Termination Event has occurred or is continuing, then, at the expense of the Seller, such audits shall be conducted as often as requested by the Agent. In addition, the Seller and the Collection Agent shall cause any additional audits requested by the Agent the expenses for which the Seller is not responsible pursuant to the immediately proceeding sentence to be conducted, at the expense of the Agent, as often as requested by the Agent.

(e) Keeping of Records and Books of Account. Each of the Seller and the Collection Agent shall maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, computer tapes, disks, records and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Each of the Seller and the Collection Agent shall give the Agent and each Group Agent prompt notice of any material change in its administrative and operating procedures referred to in the previous sentence.

(f) Performance and Compliance with Receivables and Contracts and Credit and Collection Policy. Each of the Seller and the Collection Agent shall, at its own expense, (i) timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables; and (ii) timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. In addition, the Seller shall require, at its expense, that each Originator (i) timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g) Notice of Agent’s Interest. In the event that the Seller shall sell or otherwise transfer any interest in accounts receivable or any other financial assets related to such accounts receivable (other than as contemplated by the Transaction Documents), any computer tapes or files or other documents or instruments provided by the Collection Agent in connection with any such sale or transfer shall disclose the Agent’s ownership of the Receivables and the other Affected Assets and the Agent’s interest therein.

(h) Collections. Each of the Seller and the Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly into a Lock-box Account or to post office boxes to which only Lock-box Account Banks have access and shall cause all items and amounts

53

relating to such Collections received in such post office boxes to be removed and deposited into a Lock-box Account on a daily basis.

(i) Collections Received. Each of the Seller and the Collection Agent shall, and shall use reasonable commercial efforts to cause each Originator to, hold in trust, and deposit, immediately, but in any event not later than one (1) Business Day after its receipt thereof, to a Blocked Account or a Lock-box Account or, if required by Section 2.9 and clause (j) below, to a Collection Account, all Collections received by it from time to time.

(j) Deposits to Collection Account. (i) Following the occurrence of a Level I Trigger Event but prior to the occurrence of a Level II Trigger Event, each of the Seller and the Collection Agent shall cause all Collections on deposit in the Lock-box Accounts and the Blocked Accounts to be transferred to the Bank of America Collection Account within one Business Day of receipt thereof and (ii) following the occurrence of a Level II Trigger Event, each of the Seller and the Collection Agent shall cause all Collections on deposit in the Lock-box Accounts and the Blocked Accounts to be transferred to the Deutsche Bank Collection Account (or such other account as may be agreed to in writing by the Agents and Collection Agent at such time, provided that the Agent shall have a perfected ownership or security interest therein, on behalf of the Secured Parties), within one Business Day of receipt thereof.

(k) Lock-box Account Agreements and Blocked Account Agreements. Each Lock-box Account shall at all times be subject to a Lock-box Account Agreement and each Blocked Account shall at all times be subject to a Blocked Account Agreement.

(l) Sale Treatment. The Seller shall not (i) account for (other than for accounting and tax purposes), or otherwise treat, the transactions contemplated by the Seller Purchase and Contribution Agreement in any manner other than as a sale of Receivables by United Receivables I to the Seller or as a capital contribution by United Receivables I to the Seller, or (ii) account for (other than for accounting and tax purposes) or otherwise treat the transactions contemplated hereby in any manner other than as a sale of the Asset Interest by the Seller to the Agent on behalf of the Secured Parties. In addition, the Seller shall disclose (in a footnote or otherwise) in all of its financial statements (including any such financial statements consolidated with any other Persons’ financial statements) the existence and nature of the transaction contemplated hereby and by the Seller Purchase and Contribution Agreement and the interest of the Seller (in the case of the Originators’ financial statements) and the Agent, on behalf of the Secured Parties, in the Affected Assets.

(m) Nonconsolidation. The officers and directors of the Seller (as appropriate) shall make decisions with respect to the business and daily operations of the Seller independent of and not dictated by any Originator or any other controlling Person.

(n) Constituting Documents. The Seller shall only materially amend, alter, change or repeal its limited liability company agreement or operating agreement or other constituting documents with the prior written consent of the Agent and each Group Agent.

(o) Ownership Interest, Etc. The Seller shall, at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable ownership or security interest in

54

the Receivables, the Related Security and proceeds with respect thereto, and a first priority perfected security interest in the Affected Assets, in each case free and clear of any Adverse Claim, in favor of the Agent for the benefit of the Secured Parties, including taking such action to perfect, protect or more fully evidence the interest of the Agent, as the Agent reasonably request; provided, that the perfected ownership or security interest of the Agent in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, further, that the perfected ownership or security interest of the Agent in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof.

(p) Marking of Records. At its expense, the Seller will mark its master data processing records evidencing (i) Receivables and (ii) related Contracts with a legend evidencing that interests related to such Receivables and related Contracts have been sold in accordance with this Agreement.

(q) Enforcement of Seller Purchase and Contribution Agreement. The Seller, on its own behalf and on behalf of the Agent and each Secured Party, shall promptly enforce all covenants and obligations of United Receivables I contained in the Seller Purchase and Contribution Agreement and shall cause United Receivables I, on its own behalf and on behalf of the Seller and the Agent and each Secured Party, to promptly enforce all covenants and obligations of the Originators contained in the Originator Purchase and Contribution Agreement. The Seller shall deliver consents, approvals, directions, notices, waivers and take other actions under the Seller Purchase and Contribution Agreement as may be directed by the Agent and shall cause United Receivables I to deliver consents, approvals, directions, notices, waivers and take other actions under the Originator Purchase and Contribution Agreement as may be directed by the Seller (at the direction of the Agent).

(r) Federal Assignment of Claims Act. At any time that a Termination Event has occurred and is continuing the Seller shall, upon the request of the Agent, comply fully with the Federal Assignment of Claims Act and other similar applicable Laws with respect to any assignment of Receivables.

(s) Financial Covenants. The Collection Agent shall comply with the financial covenants set forth on Schedule 6.1 at the times set forth therein.

(t) Separateness. The Seller shall operate its business in such a manner that the separate limited liability company or corporate, as applicable, existence of the Seller on the one hand, and each of the Originators or any Other Corporation, on the other, would not be disregarded in the event of the bankruptcy or insolvency of an Originator or any Other Corporation and, without limiting the generality of the foregoing, the Seller shall cause each of the following to be true at all times:

(i) the Seller is a limited purpose limited liability company whose activities are restricted in its limited liability company agreement or operating agreement to activities related to purchasing or otherwise acquiring receivables (including the Receivables) and related assets and rights and conducting any related or incidental

55

business or activities it deems necessary or appropriate to carry out its primary purpose, including entering into agreements like the Transaction Documents;

(ii) the Seller conducts its affairs strictly in accordance with its limited liability company agreement or operating agreement and observes all necessary, appropriate and customary limited liability company formalities, including (A) holding duly noticed regular meetings of its board of directors and all special meetings appropriate to authorize all limited liability company action, (B) keeping separate and accurate minutes of such meetings, (C) passing all resolutions or consents necessary to authorize actions taken or to be taken, and (D) maintaining accurate and separate books, records and accounts, including intercompany transaction accounts;

(iii) other than in accordance with the Existing Deal Documents, the Seller has not engaged, and does not presently engage, in any activity other than those activities expressly permitted hereunder and under the other Transaction Documents, nor has the Seller entered into any agreement other than this Agreement, the other Transaction Documents to which it is a party, and with the prior written consent of the Investors, the Agent and each Group Agent, any other agreement necessary to carry out more effectively the provisions and purposes hereof or thereof;

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

(v) the Seller does not direct or participate in the management of any of the Other Corporations’ operations;

(vi) the Seller is adequately capitalized in light of its contemplated business;

(vii) the Seller provides for its own operating expenses and liabilities from its own funds;

(viii) the Seller maintains its assets and transactions separately from those of the Other Corporations and evidences such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations; the Seller holds itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations; the Seller has not, and does not presently, hold itself out as having agreed to pay, or as being liable primarily or secondarily for, any obligations of the Other Corporations; and no Affiliate of the Seller has been appointed to act as, and no Affiliate of the Seller is currently acting as, its agent, except as expressly contemplated by this Agreement, the other Transaction Documents and the Existing Deal Documents;

(ix) other than as expressly permitted hereunder and under the other Transaction Documents, the Seller does not maintain any joint account with any Other Corporation, the funds of the Seller are not and have not been commingled with those of

56

any Other Corporation and the Seller is not liable as a guarantor or otherwise with respect to any Indebtedness or contractual obligation of any Other Corporation;

(x) the Seller has not made and is not presently making any payment or distribution of assets with respect to any obligation of any Other Corporation or has not granted, and does not grant, any Adverse Claim on any of its assets to secure any obligation of any Other Corporation;

(xi) except as expressly permitted hereunder and by the other Transaction Documents, the Seller has not and does not make loans, advances or otherwise extend credit to any of the Other Corporations;

(xii) the Seller has bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations;

(xiii) other than as set forth in the Existing Deal Documents and in connection with the transactions effected thereby, the Seller has not engaged in, and does not engage in, any transaction with any of the Other Corporations, except as permitted by this Agreement and as contemplated by the other Transaction Documents and all material transactions between the Seller and any Other Corporation are made on an arm’s-length basis;

(xiv) to the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing are fairly allocated to or among the Seller and such Persons for whose benefit the goods and services are provided, and each of the Seller and each such entity bears its fair share of such costs;

(xv) all decisions with respect to its business and daily operations are independently made by the Seller (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the Seller) and are not dictated by any Affiliate of the Seller (it being understood that the Collection Agent, which is an Affiliate of the Seller, will undertake and perform all of the operations, functions and obligations of it set forth herein and in the other Transaction Documents and it may, to the limited extent permitted herein and in the other Transaction Documents, appoint sub-agents, which may be Affiliates of the Seller, to perform certain of such operations, functions and obligations);

(xvi) no Other Corporation advances funds to the Seller and no Other Corporation otherwise supplies funds to, or guaranties debts of, the Seller, in each case other than as expressly set forth herein and in the other Transaction Documents; provided, however, that an Other Corporation may provide funds to the Seller in connection with the capitalization of the Seller;

(xvii) the Seller shall at all times maintain at least two independent directors, each of whom (w) is not currently and has not been during the five years preceding the date of the Agreement a member, officer, director, employee or associate of, or any

57

relative of the foregoing, or a major vendor or supplier of services to, any Other Corporation, (x) is not a current or former officer or employee of the Seller, (y) does not directly or indirectly own any class of voting stock of any Other Corporation or any of their respective Affiliates; provided, that the ownership of up to 5% of any class of stock (other than a limited liability company interest in the Seller) listed on a national stock exchange shall not prevent an individual from meeting the requirements of this clause (xvii), and (z) is otherwise reasonably acceptable to the Investors and the Agent;

(xviii) the limited liability company agreement or operating agreement of the Seller require the affirmative vote of the independent directors before a voluntary petition under Section 301 of the Bankruptcy Code may be filed by the Seller, and the Seller to maintain correct and complete books and records of account and minutes of the meetings and other proceedings of its members and board of directors; and

(xix) the Seller has complied with, and currently complies with (and causes to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to Section 5.1(q) of this Agreement.

(u) Further Assurances. Each of the Seller and the Collection Agent shall, promptly upon request by the Agent, to the extent permitted by applicable law, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments that the Agent may reasonably request from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Transaction Document, (ii) to subject to the liens created by any of the Transaction Documents any of the properties, rights or interests covered or purported to be covered by such liens, (iii) to perfect and maintain the validity, effectiveness and priority of such liens, (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Agent the rights granted, or now or hereafter intended to be granted, thereto under any Transaction Document and (v) to perfect, protect or more fully evidence the purchases hereunder, or to enable the Secured Parties to exercise or enforce any of their respective rights with respect to the Affected Assets. In addition to the above, at any time when a Termination Event has occurred and is continuing, the Seller shall, upon the request of the Agent, comply fully with the Federal Assignment of Claims Act and other similar Laws with respect to any transfer or assignment of the Receivables.

SECTION 6.2 Negative Covenants of the Seller and Collection Agent. At all times from the date hereof to the Final Payout Date, unless the Agent shall otherwise consent in writing:

(a) No Sales, Liens, Etc. (i) Except as otherwise provided herein and in the Originator Purchase and Contribution Agreement and the Seller Purchase and Contribution Agreement, neither the Seller nor the Collection Agent shall, nor shall it permit any of its Subsidiaries to, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (or the filing of any financing statement) or with respect to any of the Affected Assets, and (ii) the Seller shall not issue any security to, or sell, transfer or otherwise dispose of any of its property or other assets (including the property sold to it by United Receivables I under Section 2.1 of the Seller Purchase and Contribution Agreement)

58

to, any Person other than an Affiliate (which Affiliate is not a special purpose entity organized for the sole purpose of issuing asset backed securities) or as otherwise expressly provided for in the Transaction Documents.

(b) No Extension or Amendment of Receivables. Except as otherwise permitted in Section 7.2, neither the Seller nor the Collection Agent shall extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

(c) No Change in Business or Credit and Collection Policy. Neither the Seller nor the Collection Agent shall make any change in the character of its business or in the Credit and Collection Policy which change would, in either case, (i) materially adversely affect the collectibility of any Receivable or otherwise have a Material Adverse Effect, (ii) materially adversely affect the interests of any Secured Party in its capacity as a Secured Party under the Transaction Documents (provided, that the determination as to whether or not there would be or has been any materially adversely effect on any Secured Party shall be made by such Secured Party in its sole and absolute discretion) or (iii) cause the Credit and Collection Policy to be less restrictive than it was prior to such change. In the event that the Seller or the Collection Agent makes any material change to the Credit and Collection Policy that is not prohibited by the preceding sentence, it shall, no later than three (3) Business Days prior to the effectiveness of such change, provide the Agent and each Group Agent with an updated Credit and Collection Policy and a written summary of all material changes.

(d) No Subsidiaries, Mergers, Etc. Neither the Seller nor the Collection Agent shall consolidate or merge with or into, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any other Person, unless in the case of any such action by the Collection Agent (i) no Termination Event or Material Adverse Effect would occur or be reasonably likely to occur as a result of such transaction, and (ii) to the extent the Collection Agent is not the surviving entity, such Person executes and delivers to the Agent and each Secured Party an agreement by which such Person assumes the obligations of the Collection Agent hereunder and under the other Transaction Documents to which it is a party, or confirms that such obligations remain enforceable against it, together with such certificates and opinions of counsel as the Agent or any Group Agent may reasonably request. The Seller shall not form or create any Subsidiary or acquire all or substantially all of the assets or capital stock or other ownership interest of, or enter into any joint venture or partnership agreement with, any Person.

(e) Change in Payment Instructions to Obligors; Amendment to Blocked Account Agreements or Lock-box Account Agreements. Neither the Seller nor the Collection Agent shall add or terminate any bank as a Lock-box Account Bank or any account as a Lock-box Account to or from those listed in Schedule 4.1(l) or make any change in its instructions to Obligors regarding payments to be made to any Lock-box Account, unless (i) such instructions are to deposit such payments to another existing Lock-box Account or to a Collection Account in accordance with Section 2.9 or (ii) the Agent and each Group Agent shall have received written notice of such addition, termination or change at least ten (10) Business Days prior thereto and the Agent shall have received a Lock-box Account Agreement executed by each new Lock-box Account Bank or an existing Lock-box Account Bank with respect to each new Lock-box

59

Account. Neither the Seller nor the Collection Agent shall add or terminate any bank as a Blocked Account Bank or any account as a Blocked Account to or from those listed in Schedule 4.1(k), unless (i) the Agent and each Group Agent shall have received written notice of such addition, termination or change at least ten (10) Business Days prior thereto and the Agent shall have received a Blocked Account Agreement executed by each new Blocked Account Bank or an existing Blocked Account Bank with respect to each new Blocked Account. Neither the Seller nor the Collection Agent will permit any provision of any Lock-box Account Agreement or Blocked Account Agreement to be changed, amended, modified or waived without the prior written consent of the Agents.

(f) Deposits to Lock-Box Accounts. Neither the Seller nor the Collection Agent shall deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-box Account, Blocked Account or Collection Account cash or cash proceeds other than Collections and, to the limited extent permitted herein, Identifiable Combined Assets.

(g) Change of Name, Etc. The Seller shall not change its name, identity, structure (including a merger) or jurisdiction of organization or any other change which could render any UCC financing statement filed in connection with this Agreement or any other Transaction Document to become “seriously misleading” under the UCC, unless at least ten (10) Business Days prior to the effective date of any such change the Seller delivers to the Agent (i) such documents, instruments or agreements, prepared at the Seller’s expense and executed by the Seller as are necessary to reflect such change and to continue the perfection of the Agent’s ownership interests or security interests in the Affected Assets or as are reasonably requested by the Agent in connection with such change and (ii) to the extent deemed necessary, desirable or appropriate by the Agent, new or amended Lock-box Account Agreements and Blocked Account Agreements executed by the Lock-box Account Banks and Blocked Account Banks which reflect such change and enable the Agent to continue to exercise its rights contained in Section 7.3.

(h) Amendment to Seller Purchase and Contribution Agreement or Parent Undertaking Agreement. Neither the Seller nor United Rentals shall amend, modify, or supplement the Seller Purchase and Contribution Agreement or the Parent Undertaking Agreement, as applicable, or waive any provision thereof, without giving prior written notice to the Agent and each Group Agent and without in each case the prior written consent of the Agent and each Group Agent; nor shall the Seller or United Rentals take, or permit any Originator to take, any other action under the Purchase and Contribution Agreement or the Parent Undertaking Agreement, as applicable, that could reasonably be expected to have a Material Adverse Effect or which is inconsistent with the terms of this Agreement.

(i) Other Indebtedness. Except as provided herein, the Seller shall not create, incur, assume or suffer to exist any indebtedness whether current or funded, or any other liability other than indebtedness of the Seller arising hereunder, under the Seller Purchase and Contribution Agreement or under any other Transaction Document to which it is a party.

(j) Payment to the Originator. The Seller shall not acquire any Receivable other than through, under, and pursuant to the terms of, the Seller Purchase and Contribution Agreement, and either the payment by the Seller in cash pursuant to the terms of the Seller Purchase and

60

Contribution Agreement to United Receivables I of an amount equal to the purchase price for such Receivable or an increase in the capital contribution made by United Receivables I in the Seller in an amount equal to the purchase price for such Receivable, in each case as required by the terms of the Seller Purchase and Contribution Agreement.

(k) Restricted Payments. The Seller will not (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any equity interests or membership interests of the Seller, or return any capital to its members as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any equity interest or membership interest of the Seller or any warrants, rights or options to acquire any such equity interest or membership interest, now or hereafter outstanding, (ii) prepay, purchase or redeem any Indebtedness, (iii) lend or advance any funds, or (iv) repay any loans or advances to, for or from any of its Affiliates; provided, however, that the Seller may declare and pay cash dividends on its equity interests or membership interests to its members so long as (i) no Termination Event or Potential Termination Event shall then exist or would occur as a result thereof, (ii) such dividends are in compliance with all applicable law including the limited liability company law of the state of the Seller’s incorporation, and (iii) such dividends have been approved by all necessary and appropriate limited liability company action of the Seller.

(l) Nature of Business. The Seller will not (i) engage in any business other than the purchase of Receivables, Related Security and Collections from United Receivables I and the transactions contemplated by the Transaction Documents or (ii) engage in any business not permitted by its limited liability company agreement or operating agreement as in effect on the Closing Date.

(m) Transfers out of Lock-box Accounts, Blocked Accounts and Collection Accounts. Neither the Seller nor the Collection Agent will withdraw any amounts from, or transfer any amounts out of, the Bank of America Interest Account or the Deutsche Bank Interest Account, other than as expressly set forth herein and in the applicable Collection Account Agreement. In addition, neither the Seller nor the Collection Agent will withdraw any amounts from, or transfer any amounts out of, any Lock-box Account, any Blocked Account, the Bank of America Collection Account or the Deutsche Bank Collection Account, other than as expressly set forth herein and in the applicable Lock-box Agreement, Blocked Account Agreement or Collection Account Agreement, permit or cause any amounts on deposit in any Lock-box Account, any Blocked Account, the Bank of America Collection Account or the Deutsche Bank Collection Account to be withdrawn from or transferred out of such account, other than, in the case of a Lock-box Account or Blocked Account, to transfer such funds directly to a Collection Account in accordance with Section 6.1(j) and as expressly set forth in the applicable Lock-box Agreement and Blocked Account Agreement and, in the case of the Bank of America Collection Account or the Deutsche Bank Collection Account, as expressly set forth herein and in the applicable Collection Account Agreement; provided that, at all times prior to the Agent giving the respective banks at which such accounts are located notice that a Termination Event has occurred and that it is restricting the Collateral Agent’s right to make any transfers or withdrawals therefrom, the Collection Agent shall be entitled to transfer out of any Lock-box Account, any Blocked Account, the Bank of America Collection Account or the Deutsche Bank Collection Account on any day Identifiable Combined Assets; provided, further, that the

61

Collection Agent shall not remove any such funds on any day unless the Collection Agent shall have certified to the Agent in writing the amount of such proposed withdrawal or transfer by 11:00 a.m. (New York City time) on the date of such proposed withdrawal or transfer (which certification shall certify that all such funds represent Identifiable Combined Assets), and the Agent shall not have objected to such withdrawal or transfer by 2:00 p.m. (New York City time) on such date.

ARTICLE VII

ADMINISTRATION AND COLLECTIONS

SECTION 7.1 Appointment of Collection Agent.

(a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Collection Agent”) so designated from time to time as Collection Agent in accordance with this Section 7.1. Each of the Seller, the Agent, the Group Agents, the Administrators and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, the Seller and each Originator (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Seller’s and/or such Originator’s name and on behalf of the Seller or such Originator as necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including endorsing the Seller’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the Seller and Collection Agent in accordance with this Section 7.1 of the designation of a new Collection Agent, United Rentals is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Agent may, and at the direction of the Majority Investors shall, designate as Collection Agent any Person (including itself) to succeed United Rentals or any successor Collection Agent, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof.

(b) Upon the designation of a successor Collection Agent as set forth above, the Collection Agent agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Collection Agent, and the Collection Agent shall cooperate with and assist such successor Collection Agent. Such cooperation shall include access to and transfer of records and use by the successor Collection Agent of all records, licenses, hardware or software necessary or reasonably desirable to collect the Receivables and the Related Security, and the successor Collection Agent may utilize the management information system of the departing Collection Agent, without charge, to collect the Receivables and the Related Security.

(c) The Collection Agent acknowledges that the Seller, the Agent, the Group Agents and the Investors have relied on the Collection Agent’s agreement to act as Collection Agent

62

hereunder in making their decision to execute and deliver this Agreement. Accordingly, United Rentals agrees that it will not voluntarily resign as Collection Agent unless a successor collection agent, approved in writing by the Agent, shall have been appointed pursuant to this Article VII and which successor collection agent shall have agreed to perform all of the duties and obligations of the Collection Agent hereunder.

(d) The Collection Agent may not delegate any of its rights, duties or obligations hereunder without the prior written consent of the Agent, and provided that the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder.

SECTION 7.2 Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with this Agreement and all applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Collection Agent shall set aside (and, if applicable, segregate) and hold in trust for the account of the Agent, on behalf of the Group Agents, which Group Agents in turn hold such funds on behalf of the related Investors the amount of the Collections to which each is entitled in accordance with Article II. So long as no Termination Event or Potential Termination Event shall have occurred and is continuing, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but not beyond thirty (30) days) and extend the maturity or adjust the Unpaid Balance of any Defaulted Receivable as the Collection Agent may determine to be appropriate to maximize Collections thereof; provided, however, that (i) such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Seller, the Investors, the Agent or the Group Agents under this Agreement and (ii) if a Termination Event or Potential Termination Event has occurred and United Rentals or any of its Affiliates is acting as Collection Agent, the Collection Agent may make such extension or adjustment only upon the prior written approval of the Agent. The Seller shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for the Seller, the Agent and the Group Agents, on behalf of the Investors, in accordance with their respective interests, all Records which evidence or relate to any Affected Asset. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Collection Agent (whether United Rentals or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Affected Asset; provided that no such direction may be given unless either (i) a Termination Event shall have occurred or (ii) the Agent believes in good faith that failure to commence, settle, or effect such legal action, foreclosure or repossession could reasonably be expected to materially adversely affect Receivables constituting a material portion of the Receivables. The Collection Agent shall not make the Administrator, the Agent, any Group Agent or any Investor a party to any litigation without the prior written consent of such Person. The Agent may notify any Obligor of its interest in the Receivables and the other Affected Assets.

(b) The Collection Agent shall, as soon as practicable following receipt thereof, turn over to the Seller all collections from any Person of indebtedness of such Person which are not on account of a Receivable provided, that the Collection Agent shall identify any Collections of Unsold Receivables (as such term is defined in the Intercreditor Agreement), which Collections

63

shall, at the direction of the Agent, be turned over to Bank of America, N.A. or any successor collateral agent under the Intercreditor Agreement.

(c) Any payment by an Obligor in respect of any indebtedness owed by it to any Originator shall, except as otherwise specified by such Obligor or required by law, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

SECTION 7.3 Lock-Box Account Arrangements and Blocked Account Arrangements. (a) Prior to the initial purchase hereunder the Collection Agent and the Seller shall enter into Lock-box Account Agreements with all of the Lock-box Account Banks, and deliver original counterparts thereof to the Agent. After the initial purchase hereunder, neither the Collection Agent nor the Seller may add any additional Lock-box Account unless such Lock-box Account is subject to a Lock-box Account Agreement and the Agent has been given prior written notice thereof, and neither the Collection Agent nor the Seller may add any additional Lock-box Account Bank unless the Collection Agent and the Seller shall have entered into a Lock-box Account Agreement with such new Lock-box Account Bank and delivered original counterparts thereof to the Agent. Upon the occurrence of a Termination Event, the Agent may, at any time thereafter give notice to each Lock-box Account Bank that the Agent is exercising its rights under the Lock-box Account Agreements to do any or all of the following: (i) to have the exclusive ownership and control of the Lock-box Account Accounts transferred to the Agent and to exercise exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds that are sent to the respective Lock-box Accounts be redirected pursuant to its instructions rather than deposited in the applicable Lock-box Account, and (iii) to take any or all other actions permitted under the applicable Lock-box Account Agreement.

(b) Prior to the initial purchase hereunder the Collection Agent and the Seller shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Agent. After the initial purchase hereunder, neither the Collection Agent nor the Seller may add any additional Blocked Account unless such Blocked Account is subject to a Blocked Account Agreement and the Agent has been given prior written notice thereof, and neither the Collection Agent nor the Seller may add any additional Blocked Account Bank unless the Collection Agent and the Seller shall have entered into a Blocked Account Agreement with such new Blocked Account Bank and delivered original counterparts thereof to the Agent. Upon the occurrence of a Termination Event, the Agent may, at any time thereafter give notice to each Blocked Account Bank that the Agent is exercising its rights under the Blocked Account Agreements to do any or all of the following: (i) to have the exclusive ownership and control of the Blocked Account Accounts transferred to the Agent and to exercise exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds that are sent to the respective Blocked Accounts be redirected pursuant to its instructions rather than deposited in the applicable Blocked Account, and (iii) to take any or all other actions permitted under the applicable Blocked Account Agreement.

(c) Each of the Collection Agent and the Seller hereby agrees that if the Agent, at any time, takes any action set forth in Section 7.3(a) or (b), the Agent shall have exclusive control of the proceeds (including Collections) of all Receivables and each of the Collection Agent and the

64

Seller hereby further agrees to take any other action that the Agent may reasonably request to transfer such control. Any proceeds of Receivables received by any Originator, the Collection Agent or the Seller thereafter shall be sent immediately to the Agent. The parties hereto hereby acknowledge that if at any time the Agent takes control of any Lock-box Account or Blocked Account, the Agent shall not have any rights to the funds therein that represent Identifiable Combined Assets or that are in excess of the unpaid amounts due to the Seller, the Agent, the Investors or any other Person hereunder and the Agent shall distribute or cause to be distributed such funds in accordance with Section 7.2(b) and Article II (in each case as if such funds were held by the Collection Agent thereunder); provided, however, that the Agent shall not be under any obligation to remit any such funds to any Originator or any other Person unless and until the Agent has received from any Originator or such Person evidence satisfactory to the Agent either that such funds are Identifiable Combined Assets or that any Originator or such Person is entitled to such funds hereunder and under applicable Law.

(d) In the event any Lock-box Bank, Blocked Account Bank or Collection Account Bank withdraws any funds from a Lock-box Account, Blocked Account or Collection Account in accordance with the terms of any Lock-box Agreement, Blocked Account Agreement or Collection Account Agreement in respect of fees, expenses, indemnities or other obligations owing thereto in accordance with the terms of any Lock-box Agreement, Blocked Account Agreement or Collection Account Agreement, the Collection Agent hereby agrees to make a deposit, out of its own funds, into the account from which such funds were withdrawn in an amount equal to the amount of funds so withdrawn within five (5) Business Days of becoming aware of such withdrawal.

SECTION 7.4 Enforcement Rights After Designation of New Collection Agent. (a) At any time following the occurrence of a Termination Event:

(i) the Agent may direct the Obligors that payment of all amounts payable under any Receivable be made directly to the Agent or its designee;

(ii) the Seller shall, at the Agent’s request and at the Seller’s expense, give notice of the Agent’s, the Seller’s, and/or the Investors’ ownership of the Receivables and (in the case of the Agent) interest in the Asset Interest to each Obligor and direct that payments be made directly to the Agent or its designee; and

(iii) the Seller shall, at the Agent’s request and at the Seller’s expense, (A) assemble all of the Records and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.

(b) The Seller hereby authorizes the Agent, and irrevocably appoints the Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Seller, as applicable, which appointment is coupled with an interest, upon the occurrence of a Termination Event to take any and all steps in the name of the Seller or any Originator (to the

65

extent the Seller has such right), as applicable, and on behalf of the Seller or any Originator (to the extent the Seller has such right), as applicable, necessary or desirable, in the determination of the Agent, to collect any and all amounts or portions thereof due under any and all Receivables or Related Security, including endorsing the name of any Originator on checks and other instruments representing Collections and enforcing such Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

SECTION 7.5 Collection Agent Default. The occurrence of any one or more of the following events shall constitute a “Collection Agent Default”:

(a) The Collection Agent (i) shall fail to make any payment, transfer or deposit required to be made by it hereunder or under any other Transaction Document when due (or, in the case of a default in payment of an amount less than $10,000 resulting solely from an administrative error or omission by the Collection Agent, such default continues for a period of one (1) Business Day), (ii) shall fail to deliver any Monthly Report and such failure shall remain unremedied for five (5) days, (iii) shall fail to deliver any Daily Report and such failure shall remain unremedied for one (1) Business Day or (iv) shall fail to observe or perform any other term, covenant or agreement hereunder or under any of the other Transaction Documents to which the Collection Agent is a party or by which the Collection Agent is bound, and such failure shall remain unremedied for three (3) Business Days; or

(b) any representation, warranty, certification or statement made by the Collection Agent in this Agreement, the Originator Purchase and Contribution Agreement, the Seller Purchase and Contribution Agreement or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made; or

(c) any event or condition occurs that results in any Material Indebtedness (excluding Holdbacks and other than the Material Indebtedness of a Special Purpose Vehicle) becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness (excluding Holdbacks and other than the Material Indebtedness of a Special Purpose Vehicle) or any trustee or agent on its or their behalf to cause any Material Indebtedness (excluding Holdbacks and other than the Material Indebtedness of a Special Purpose Vehicle) to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (c) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or any event or condition of the type referred to above shall occur under the terms of any Holdback owed by the Collection Agent or any Subsidiary (other than a Special Purpose Vehicle) that in the aggregate (for all Holdbacks so affected) constitute Material Indebtedness; provided that no amount payable in respect of any Holdback shall be deemed to be in default to the extent that the obligation to pay such amount is being contested by the Collection Agent or the applicable Subsidiary in good faith and by appropriate proceedings and appropriate reserves had been set

66

aside in respect of such amount; or the Collection Agent or any Subsidiary (other than a Special Purpose Vehicle) shall be required to purchase, or any Person shall be entitled (with or without the giving of notice, the lapse of time or both) to require the Collection Agent or any such Subsidiary to purchase, any assets for a purchase price exceeding $15,000,000 previously sold by the Collection Agent or any Subsidiary pursuant to a Securitization Transaction; or

(d) any Event of Bankruptcy shall occur with respect to the Collection Agent; or

(e) A breach of any of the financial covenants set forth in Schedule 6.1 shall have occurred; or

(f) The long-term senior secured debt rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is downgraded to below “B+” by S&P, the long-term senior unsecured debt rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is downgraded to below “B-” by S&P, the long-term issuer rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is downgraded to below “B3” by Moody’s, the long-term senior implied rating of URNA or, for so long as United Rentals is the Collection Agent, United Rentals, is downgraded to below “B2” by Moody’s or either S&P or Moody’s ceases to provide any such rating; or

(g) the Collection Agent shall fail to comply with any financial covenant contained in the United Rentals Credit Agreement (without regard to any applicable grace period contained therein) at any time after the lenders and agents party thereto have waived any non-compliance by the Collection Agent with any financial covenant contained therein;

(h) any material provision of this Agreement or any other Transaction Document to which the Collection Agent is a party shall cease to be in full force and effect or the Collection Agent shall so state in writing; or

(i) there shall have occurred a Material Adverse Effect with respect to the Collection Agent since the end of the last fiscal year ending prior to the date of its appointment as Collection Agent hereunder; or

(j) one or more final judgments for the payment of money in an aggregate amount in excess of $15,000,000 (or its equivalent in any other currency) shall be rendered against the Collection Agent, any of its Subsidiaries (other than a Special Purpose Vehicle) or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Collection Agent or any Subsidiary (other than a Special Purpose Vehicle) to enforce any such judgment; or

(k) any event or condition described in clause (c) or (j) occurs with respect to any Subsidiary of the Collection Agent that is a Special Purpose Vehicle that would constitute a Collection Agent Default under such clause if Special Purpose Vehicles were not excluded therefrom, unless (i) such Special Purpose Vehicle is an “Unrestricted Subsidiary” as defined in the Subordinated Note Indentures and URNA is in compliance with the last paragraph of Section 10.18(a) of the Subordinated Note Indentures (other than any non-compliance solely as a result of the existence of this clause (k)) and (ii) neither the Collection Agent nor any other Subsidiary

67

(other than a Special Purpose Vehicle) is liable for any Material Indebtedness of such Special Purpose Vehicle;

SECTION 7.6 Collection Agent Fee. The Collection Agent shall be paid a Collection Agent Fee in accordance with Section 2.12 and subject to the priorities therein

SECTION 7.7 Protection of Ownership Interest of the Investors. The Seller agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable any Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, the Seller shall, upon the request of any Agent or any of the Investors, in order to accurately reflect this purchase and sale transaction, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by any Agent or any of the Investors. The Seller shall, upon request of any Agent or any of the Investors, obtain such additional search reports as any Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the Seller’s or any Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement.

ARTICLE VIII

TERMINATION EVENTS

SECTION 8.1 Termination Events. The occurrence of any one or more of the following events shall constitute a “Termination Event”:

(a) The Seller (i) shall fail to make any payment, transfer or deposit required to be made by it hereunder or under any other Transaction Document when due (or, in the case of a default in payment of an amount less than $10,000 resulting solely from an administrative error or omission by the Seller, such default continues for a period of one (1) Business Day) or (ii) shall fail to observe or perform any other term, covenant or agreement hereunder or under any of the other Transaction Documents to which the Seller is a party or by which the Seller is bound, and, other than with respect to a failure to perform the obligations contained in Section 6.1(a)(xii), such failure shall remain unremedied for ten (10) days after written notice thereof shall have been given to the Seller by the Agent; or

(b) any representation, warranty, certification or statement made or deemed made by the Seller in this Agreement or any other Transaction Document to which it is a party or in any other information, report or document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made or delivered; or

(c) any Event of Bankruptcy shall occur with respect to the Parent, the Collection Agent (if different than the Parent), the Seller, United Receivables I or any Originator; or

(d) a Collection Agent Default shall have occurred; or

68

(e) the Net Receivables Pool Balance shall be less than the Required Net Receivables Pool Balance for more than 1 Business Day.

(f) there shall have occurred any material adverse change in the operations of the Seller or the Collection Agent since March 31, 2003, or any other Material Adverse Effect shall have occurred; or

(g) there shall be a “change of control”; provided that for the purposes of this clause only “change in control” means:

(i) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, but excluding Permitted Holders) shall acquire beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of 35% or more of the ordinary voting power represented by the outstanding Equity Interests of the Parent having ordinary voting power;

(ii) during any 24 month period, individuals who at the beginning of such period constituted the Parent’s board of directors (together with any new directors whose election by the Parent’s board of directors or whose nomination for election by the Parent’s shareholders was approved by a vote of at least two-thirds of the directors who either were directors at the beginning of such period or whose nomination or election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Parent; or

(iii) any “change of control” or similar event, however denominated, shall occur under, and as defined in, the Parent Credit Agreement, any Subordinated Note Indenture or any document evidencing or governing any other Subordinated Debt; or

(iv) any Originator shall cease to be a wholly-owned direct or indirect Subsidiary of the Parent.

(h) any Person shall institute steps to terminate any Pension Plan if the assets of such Pension Plan are insufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), or a contribution failure occurs with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA; or

(i) any material provision of this Agreement or any other Transaction Document to which the Seller is a party shall cease to be in full force and effect or shall cease to be a legal, valid and binding obligation of the Seller or the Seller shall so state in writing; or

(j) as of the last day of any calendar month, (i) the three-month rolling average of the Default Ratio shall exceed 12.00%, (ii) the three-month rolling average of the Delinquency Ratio shall exceed 11.50%, (iii) the three-month rolling average of the Dilution Ratio shall exceed 4.00%, or (iv) the three-month rolling average Cash Turnover Days shall be less than 70 days.

(k) A “Termination Event,” “Termination Date,” “Purchase Termination Date” or PCA Termination Event” or similar such event, regardless of the defined term used with respect thereto, shall occur under any Transaction Document; or

69

(l) Any Investment or Reinvestment shall for any reason (other than pursuant to the terms hereof) cease to create, or any Asset Interest shall for any reason cease to be, a valid and perfected undivided percentage ownership or first priority security interest to the extent of the pertinent Asset Interest in each applicable Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim; or the Agent, on behalf of the Secured Parties, shall for any reason fail or cease to have a valid and enforceable perfected first priority ownership or security interest in the Affected Assets, free and clear of any Adverse Claim; provided, that the perfected ownership or security interest of the Agent in Leased Equipment Receivables may be subject to the lien of the lessor thereof; and provided, further, that the perfected ownership or security interest of the Agent in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof; or

(m) The aggregate amount of Identifiable Combined Assets deposited in the Lock-box Accounts, Blocked Accounts and Collection Accounts during any one (1) month period (without double counting for transfers of funds between such accounts), as reported on any Monthly Report, shall at any time be greater than 7.5% of the aggregate amount of Collections received in respect of Receivables during such period; or

(n) The Parent shall fail to have in effect a revolving credit facility, Securitization Transaction (other than the transaction contemplated hereby) or, if approved in writing by the Agent, other form of financing arrangement, in each case, with a commitment of at least $500,000,000 and a maturity no earlier than the date that is one month later than the Scheduled Termination Date; or

(o) The Agent shall be obligated to make any payment to any Lock-box Bank, Blocked Account Bank or Collection Account Bank, in accordance with the terms of any Lock-box Agreement, Blocked Account Agreement or Collection Account Agreement, in respect of any indemnity obligation or any fees or expenses incurred in connection with any Lock-box Account, Blocked Account or Collection Account prior to the termination of the applicable Lock-box Account Agreement, Blocked Account Agreement or Collection Account Agreement as a result of any failure of the Collection Agent or the Seller to make any payment thereunder, the failure of any account at such bank to have sufficient funds to cover such indemnity, fee or expense or for any other reason, and the Collection Agent shall not have reimbursed the Agent in full all such amounts for a period of five (5) Business Days following notice by the Agent to the Collection Agent that it has made such payment.

SECTION 8.2 Termination. Upon the occurrence of any Termination Event, the Agent shall, by notice to the Seller, the Collection Agent, each Group Agent and each Investor, declare the Termination Date to have occurred, unless such Termination Event shall have been waived in accordance with the terms of Section 11.2; provided, however, that in the case of any event described in Section 8.1(c) the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence, the Agent shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other applicable laws, all of which rights shall be cumulative.

70

ARTICLE IX

INDEMNIFICATION; EXPENSES; RELATED MATTERS

SECTION 9.1 Indemnities by the Seller. Without limiting any other rights which the Indemnified Parties may have hereunder or under applicable Law, the Seller hereby agrees to indemnify the Investors, the Agent, the Group Agents, the Administrators, the Support Facility Providers and their respective officers, directors, employees, counsel and other agents (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Seller or the Parent or any Subsidiary or Affiliate of the Parent (so long as the Parent or any such Subsidiary or Affiliate is the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Interest or any of the other transactions contemplated hereby or thereby, or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, as finally determined by a court of competent jurisdiction, or (ii) recourse for Receivables that are uncollectable solely due to the Obligor’s financial inability to pay. Without limiting the generality of the foregoing, and subject to the exclusions set forth in the preceding sentence, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

(a) any representation or warranty made by the Seller or any officers of the Seller under or in connection with this Agreement or any of the other Transaction Documents, any information in any Collection Agent Report (to the extent provided by the Seller) or any other information or report delivered by the Seller or on the Seller’s behalf pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or deemed made;

(b) the failure by the Seller to comply with any applicable Law with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable Law or the transfer or sale of any Receivable in violation of applicable Law;

(c) the failure (i) to vest and maintain vested in the Seller a first priority, perfected ownership interest in the Asset Interest free and clear of any Adverse Claim or (ii) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Secured Parties, in the Affected Assets, free and clear of any Adverse Claim;

(d) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets;

71

(e) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables or the related Contracts restricting assignment of any Receivables;

(f) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable;

(g) the transfer of an interest in any Receivable other than an Eligible Receivable;

(h) the failure by the Seller to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its duties or obligations, if any, under the Receivables or related Contracts;

(i) the Net Investment exceeding the Net Receivables Pool Balance, minus the Required Reserves at any time;

(j) the failure of the Seller to pay when due any sales, excise or personal property taxes payable in connection with any of the Receivables;

(k) any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which such Indemnified Party believes in good faith is required to be made;

(l) the commingling by the Seller of Collections of Receivables at any time with any other funds;

(m) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Investments or Reinvestments by the Seller or any Originator, the ownership of the Asset Interest, or any Affected Asset (excluding any collection costs of the Agent, any Group Agent or the Investors where the Obligor is financially unable to pay);

(n) failure of any Lock-box Account Bank or Blocked Account Bank to remit any amounts held in the Lock-box Accounts or Blocked Accounts or any related lock-boxes pursuant to the instructions of the Collection Agent, the Seller, the related Originator or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-box Account Agreement or Blocked Account Agreement) whether by reason of the exercise of set-off rights or otherwise;

(o) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller or the applicable Originator to qualify to do business or file any notice of business activity report or any similar report;

72

(p) any attempt by any Person to void, rescind or set-aside any transfer by an Originator to the Seller of any Receivable or Related Security under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code or other insolvency law;

(q) any action taken by the Seller in the enforcement or collection of any Receivable;

(r) any claim by any third party arising from the Seller’s administration of the Receivables;

(s) the use of the proceeds of any Investment or Reinvestment; or

(t) the transactions contemplated hereby being characterized as other than debt for the purposes of the Code.

SECTION 9.2 Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):

(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Support Facility or the credit or liquidity support furnished by a Support Facility Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);

(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Support Facility or the credit or liquidity support provided by a Support Facility Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or

73

(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Support Facility or the credit or liquidity support furnished by a Support Facility Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests,

and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Support Facility, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand by such Indemnified Party through the Agent or any Group Agent, the Seller shall pay to the Agent or the applicable Group Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction. Any Indemnified Party making a demand pursuant to this Section 9.2(a) shall use reasonable efforts (to the extent consistent with its internal policies and without adversely affecting such Indemnified Party) to mitigate any such increased cost or reduced amount; provided that such Indemnified Party shall not be required to expend funds or increase any commitment or investment obligation hereunder or under any Support Facility for such purpose, and neither the existence of such obligation of such Indemnified Party nor any failure of such Indemnified Party to reduce any amount demanded hereunder shall in any way limit or reduce the liability of the Seller hereunder.

(b) If any Indemnified Party shall have determined that after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or the implementation of any such change, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand by such Indemnified Party through the Agent or any Group Agent, the Seller shall pay to the Agent or the applicable Group Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 9.2(b). Any Indemnified Party making a demand pursuant to this Section 9.2(b) shall use reasonable efforts (to the extent consistent with its internal policies and without adversely affecting such Indemnified Party) to mitigate any such reduced return; provided that such Indemnified Party shall not be required to expend funds or

74

increase any commitment or investment obligation hereunder or under any Support Facility for such purpose, and neither the existence of such obligation of such Indemnified Party nor any failure of such Indemnified Party to reduce any amount demanded hereunder shall in any way limit or reduce the liability of the Seller hereunder.

(c) The Agent shall promptly notify the Seller of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent, any Group Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent, any Group Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.

(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other Investors, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Support Facility or the credit or liquidity support provided by a Support Facility Provider (“Additional Costs”) to the Seller and each Other Investor; provided, however, that if such Additional Costs are attributable to the Seller and not attributable to any Other Investor, the Seller shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other Investors and not attributable to the Seller, such Other Investors shall be solely liable for such Additional Costs.

SECTION 9.3 Taxes. All payments and distributions made hereunder by the Seller or the Collection Agent (each, a “payor”) to any Investor, the Agent or any Group Agent (each, a “recipient”) shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority on any recipient (or any assignee of such parties) (such non-excluded items being called “Taxes”), but excluding franchise taxes and taxes imposed on or measured by the recipient’s net income or gross receipts (“Excluded Taxes”); provided that (i) the recipient either (A) is a United States person as defined in Section 7701(a)(30) of the Code (a “United States Person”) and delivers to the payor a properly executed Internal Revenue Service Form W-9 (or applicable successor form) upon request or (B) is not a United States Person and delivers to the payor a properly executed Internal Revenue Service Form W-8BEN (or applicable successor form) certifying that the beneficial owner of the payment is entitled to an exemption from U.S. withholding tax under an applicable Tax treaty or a property executed Internal Revenue Service Form W-8ECI (or applicable successor form), as appropriate and (ii) the recipient is not collecting such payments on behalf of another Person who does not satisfy either clause (i)(A) or (i)(B) above. In the event that any withholding or deduction from any payment made by the payor hereunder is required in respect of any Taxes, then such payor shall:

(a) pay directly to the relevant authority the full amount required to be so withheld or deducted;

75

(b) promptly forward to the Agent and the relevant recipient an official receipt or other documentation satisfactory to the Agent and such relevant recipient evidencing such payment to such authority; and

(c) pay to the recipient such additional amount or amounts as is necessary to ensure that the net amount actually received by the recipient will equal the full amount such recipient would have received had no such withholding or deduction been required.

Moreover, if any Taxes (other than Excluded Taxes) are directly asserted against any recipient with respect to any payment received by such recipient hereunder, the recipient may pay such Taxes and the payor will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be necessary in order that the net amount received by the recipient after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such recipient would have received had such Taxes not been asserted.

If the payor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient the required receipts or other required documentary evidence, the payor shall indemnify the recipient for any incremental Taxes, interest, or penalties that may become payable by any recipient as a result of any such failure.

SECTION 9.4 Other Costs and Expenses; Breakage Costs. (a) The Seller agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors, the Group Agents and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’, rating agencies’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor, any Group Agent and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, any Group Agent or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest); provided that the fees and expenses incurred by the Agent and Deutsche Bank in respect of attorney’s fees and expenses and paid or reimbursed by the Seller pursuant to this clause (i) shall be subject to the limitations on such amounts set forth in Section 3(b) of the Engagement Letter, dated as of March 20, 2003, between the Agent and United Rentals and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, any Group Agent’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”).

(b) The Seller shall pay the applicable Group Agent for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss, cost or expense incurred by the Investors (as reasonably determined by the applicable Group Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the relevant commercial paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense

76

suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by any Group Agent of the amount of any such loss or expense shall be set forth in a written notice to the Seller in reasonable detail and shall be conclusive, absent manifest error.

SECTION 9.5 Indemnities by the Collection Agent. Without limiting any other rights which the Agent, the Group Agents, the Investors or the other Indemnified Parties may have hereunder or under applicable law, the Collection Agent hereby agrees to indemnify the Indemnified Parties from and against any and all Indemnified Amounts arising out of or resulting from (whether directly or indirectly) (a) the failure of any information contained in any Collection Agent Report (to the extent provided by the Collection Agent) to be true and correct, or the failure of any other information provided to any Indemnified Party by, or on behalf of, the Collection Agent to be true and correct, (b) the failure of any representation, warranty or statement made or deemed made by the Collection Agent (or any of its officers) under or in connection with this Agreement to have been true and correct as of the date made or deemed made, (c) the failure by the Collection Agent to comply with any applicable Law with respect to any Receivable or the related Contract, (d) the commingling by the Collection Agent of Collections of Receivables at any time with any other funds, (e) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable resulting from or related to the enforcement or collection activities in respect of such Receivable, (f) any action taken by the Collection Agent in the enforcement or collection of any Receivable, (g) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions hereof, (h) the failure by the Collection Agent to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its duties or obligations, if any, under the Receivables or related Contracts (i) failure of any Lock-box Account Bank or Blocked Account Bank to remit any amounts held in the Lock-box Accounts or Blocked Accounts or any related lock-boxes pursuant to the instructions of the Collection Agent, United Receivables I, the Seller, the related Originator or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-box Account Agreement or Blocked Account Agreement) whether by reason of the exercise of set-off rights or otherwise; or (i) any claim by any third party arising from the Collection Agent’s administration of the Receivables.

ARTICLE X

THE AGENTS

SECTION 10.1 Appointment and Authorization of the Agents. Each Secured Party hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto and each Investor hereby irrevocably appoints, designates and authorizes the Group Agent that is part of its Investor Group to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise

77

such powers and perform such duties as are expressly delegated to the Group Agents by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, no Agent shall have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall any Agent have or be deemed to have any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

SECTION 10.2 Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys-in-fact. No Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.

SECTION 10.3 Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any Secured Party for any recital, statement, representation or warranty made by the Seller, any Originator or the Collection Agent, or any officer thereof, contained in this Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any other Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document, or for any failure of the Seller, any Originator, the Collection Agent or any other party to any Transaction Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Seller, the Originators or the Collection Agent or any of their respective Affiliates. Each Agent may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Agreement and the other Transaction Documents shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

SECTION 10.4 Reliance by Agents. (a) The Agents shall each be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Seller, the Originators and the Collection Agent), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in

78

failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Majority Investors as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Investors against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Majority Investors or, if required hereunder, all Investors and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Investors.

(b) For purposes of determining compliance with the conditions specified in Article V on the Closing Date or the date of any Investment or Reinvestment, each Investor that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Agent or its Group Agent to such Investor for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Investor.

SECTION 10.5 Notice of Termination Event, Potential Termination Event or Collection Agent Default. No Agent shall be deemed to have knowledge or notice of the occurrence of a Potential Termination Event, a Termination Event, a Collection Agent Default, unless such Agent, as applicable, has received written notice from an Investor, the Seller or the Collection Agent, as the case may be, referring to this Agreement, describing such Potential Termination Event, Termination Event or Collection Agent Default and stating that such notice is a “Notice of Termination Event or Potential Termination Event,” or “Notice of Collection Agent Default,” as applicable. Each Agent will promptly notify each other Agent and the Investors of its receipt of any such notice.

SECTION 10.6 Credit Decision; Disclosure of Information by the Agents. Each Secured Party acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by any Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Seller, the Collection Agent, the Originators or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Secured Party as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Secured Party, including any Secured Party by assignment and any Secured Party joining this Agreement after the Closing Date, represents to the Agents that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Collection Agent, the Originators or their respective Affiliates, and all applicable bank regulatory and other laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller hereunder. Each Secured Party also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial

79

and other condition and creditworthiness of the Seller, the Collection Agent or the Originators. Except for notices, reports and other documents expressly herein required to be furnished to the Secured Parties by any Agent herein, no Agent shall have any duty or responsibility to provide any Secured Party or any other Agent with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Seller, the Collection Agent, the Originators or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

SECTION 10.7 Indemnification of the Agents. Whether or not the transactions contemplated hereby are consummated, the Committed Investors shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Seller and without limiting the obligation, if any, of the Seller to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided, however, that no Committed Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided, however, that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Committed Investor shall reimburse the Agent and its Group Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Seller. The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Agent.

SECTION 10.8 Agents in Individual Capacity. Each Agent (and any successor acting as Agent) and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any of the Seller, the Originators and the Collection Agent or any of their Subsidiaries or Affiliates as though such Agent were not an Agent hereunder and without notice to or consent of the Investors or any other Agent. The Investors acknowledge that, pursuant to such activities, any Agent and its Affiliates may receive information regarding the Seller, the Originator, the Collection Agent or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that each such Agent shall be under no obligation to provide such information to them.

SECTION 10.9 Resignation of Agent. The Agent may resign as Agent upon thirty (30) days’ notice to the Seller, the Collection Agent, the Group Agents and the Investors. If the Agent resigns under this Agreement, the Majority Investors shall appoint from among the Committed Investors a successor agent for the Secured Parties. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Investors, a successor agent from among the Committed Investors. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed

80

to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. The successor agent shall provide notice to the Seller and the Collection Agent of its appointment as successor agent hereunder and the effective date of such appointment. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 10.9 and Sections 10.3 and 10.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement.

SECTION 10.10 Payments by the Agents. Unless specifically allocated to an Investor pursuant to the terms of this Agreement, all amounts received by an Agent on behalf of the Investors shall be paid by such Agent to the Investors (at their respective accounts specified herein or in the Assignment and Assumption Agreements pursuant to which they became a party hereto) pro rata in accordance with their respective outstanding funded portions of the Net Investment on the Business Day received by such Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case such Agent shall use its reasonable efforts to pay such amounts to the Investors on such Business Day, but, in any event, shall pay such amounts to the Investors not later than the following Business Day.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1 Term of Agreement. This Agreement shall terminate on the Final Payout Date; provided, however, that (i) the indemnification and payment provisions of Article IX, (ii) the provisions of Section 10.7 and (iii) the agreements set forth in Sections 11.11 and 11.12, shall be continuing and shall survive any termination of this Agreement.

SECTION 11.2 Waivers; Amendments. (a) No failure or delay on the part of any Agent, the Investors, the Administrator or any Committed Investor in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law.

(b) Any provision of this Agreement or any other Transaction Document may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Seller, the Collection Agent, the Conduit Investors and the Majority Investors (and, if Article X or the rights or duties of any Agent are affected thereby, by each such affected Agent); provided that no such amendment or waiver shall, unless signed by each Committed Investor directly affected thereby, (i) increase the Commitment of a Committed Investor, (ii) reduce the Net Investment or rate of Yield to accrue thereon or any fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled distribution in respect of the Net Investment or Yield with respect thereto or any fees or other amounts payable hereunder (it being understood that waiver of any Termination Event shall be deemed not to effect such postponement) or for termination of any Commitment, (iv) change the percentage of the Commitments of Committed Investors which shall be required for the Committed Investors or any of them to take any action under this Section or any other provision of this Agreement, (v)

81

release all or substantially all of the property with respect to which a security or ownership interest therein has been granted hereunder to the Agent for the benefit of the Secured Parties, (vi) release the Parent from any of its obligations under the Parent Undertaking, or delay any payment required to be made thereunder, (vii) extend or permit the extension of the Commitment Termination Date (it being understood that a waiver of a Termination Event shall not constitute an extension or increase in the Commitment of any Committed Investor) or (viii) extend or permit the extension of the Scheduled Termination Date; and provided, further, that the signature of the Seller shall not be required for the effectiveness of any amendment which modifies the representations, warranties, covenants or responsibilities of the Collection Agent at any time when the Collection Agent is not an Originator or any Affiliate of an Originator or a successor Collection Agent is designated by the Agent pursuant to Section 7.1. In the event the Agent requests an Investor’s consent pursuant to the foregoing provisions and the Agent does not receive a consent (either positive or negative) from such Investor within ten (10) Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunder. The Agent shall provide notice to S&P and Moody’s of any amendment of this Agreement or any Transaction Document promptly following the effectiveness of such amendment.

SECTION 11.3 Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3; provided that an Investment Request shall only be effective upon receipt by the Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the Seller hereby authorizes the Agent and the Investors to make investments in Permitted Investments and to make Investments based on telephonic notices made by any Person which a Conduit Investor in good faith believes to be acting on behalf of the Seller. The Seller agrees to deliver promptly to a Conduit Investor a written confirmation of each telephonic notice signed by an authorized officer of the Seller. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by any Conduit Investor, the records of such Conduit Investor shall govern.

SECTION 11.4 Governing Law; Submission to Jurisdiction; Appointment of Service Agent.

(a) THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAWS PRINCIPLES THEREOF

82

OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND OTHER THAN LAWS RELATING TO THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTON AND PRIORITY OF SECURITY INTERESTS). EACH OF THE SELLER, THE ORIGINATORS AND THE COLLECTION AGENT HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH ORIGINATOR AND EACH OF THE SELLER, THE COLLECTION AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS SECTION 11.4 SHALL AFFECT THE RIGHT OF THE INVESTORS TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE SELLER, ANY ORIGINATOR OR THE COLLECTION AGENT.

(b) EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.

(c) The Seller, the Collection Agent and each Originator each hereby appoint Corporation Service Company, 80 Albany Street, Albany, New York 12207-2543, as the authorized agent upon whom process may be served in any action arising out of or based upon this Agreement, the other Transaction Documents to which such Person is a party or the transactions contemplated hereby or thereby that may be instituted in the United States District Court for the Southern District of New York and of any New York State court sitting in The City of New York by any Investor, any Agent, any Administrator or any successor or assignee of any of them.

SECTION 11.5 Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

SECTION 11.6 Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions.

SECTION 11.7 Counterparts; Facsimile Delivery. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of

83

which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery by facsimile of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof.

SECTION 11.8 Successors and Assigns; Binding Effect. (a) This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that neither the Seller nor the Collection Agent may assign any of its rights or delegate any of its duties hereunder or under the Seller Purchase and Contribution Agreement or under any of the other Transaction Documents to which it is a party without the prior written consent of each Agent. Except as provided in clause (b) below, no provision of this Agreement shall in any manner restrict the ability of any Investor to assign, participate, grant security interests in, or otherwise transfer any portion of the Asset Interest.

(b) Any Committed Investor may assign all or any portion of its Commitment and its interest in the Net Investment, the Asset Interest and its other rights and obligations hereunder to any Person with the written approval of the Seller (which approval shall not be unreasonably withheld), the Conduit Investors, if any, in such Committed Investor’s Investor Group, its Group Agent and the Agent; provided, that if a Termination Event shall have occurred and be continuing, no such consent of the Seller shall be required; provided, further, such consent of the Seller shall not be required in the case of an assignment to Deutsche Bank or an Affiliate of Deutsche Bank (or, for the avoidance of doubt, in the case of a sale of a participation interest that does not affect the rights or obligations of such Committed Investor hereunder). In connection with any such assignment, the assignor shall deliver to the assignee(s) an Assignment and Assumption Agreement, duly executed, assigning to such assignee a pro rata interest in such assignor’s Commitment and other obligations hereunder and in the Net Investment, the Asset Interest and other rights hereunder, and such assignor shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in order to protect, or more fully evidence the assignee’s right, title and interest in and to such interest and to enable the related Group Agent or Agent, on behalf of such assignee, to exercise or enforce any rights hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party. Upon any such assignment, (i) the assignee shall have all of the rights and obligations of the assignor hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party with respect to such assignor’s Commitment and interest in the Net Investment and the Asset Interest for all purposes of this Agreement and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party and (ii) the assignor shall have no further obligations with respect to the portion of its Commitment which has been assigned and shall relinquish its rights with respect to the portion of its interest in the Net Investment and the Asset Interest which has been assigned for all purposes of this Agreement and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party. No such assignment shall be effective unless a fully executed copy of the related Assignment and Assumption Agreement shall be delivered to the Agent and the Seller. All costs and expenses of the Agent incurred in connection with any assignment hereunder occurring after the occurrence of a Termination Event shall be borne by the Seller. No Committed Investor shall assign any portion of its Commitment hereunder without also simultaneously assigning an equal portion of its interest in the Support Facility to which it is a party or under which it has acquired a participation.

84

(c) By executing and delivering an Assignment and Assumption Agreement, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, the assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value or this Agreement, the other Transaction Documents or any such other instrument or document; (ii) the assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Seller, United Receivables I, the Originators or the Collection Agent or the performance or observance by the Seller, United Receivables I, the Originators or the Collection Agent of any of their respective obligations under this Agreement, the Originator Purchase and Contribution Agreement, the Seller Purchase and Contribution Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, the Originator Purchase and Contribution Agreement, the Seller Purchase and Contribution Agreement, each other Transaction Document and such other instruments, documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement and to purchase such interest; (iv) such assignee will, independently and without reliance upon the Agent, or any of its Affiliates, or the assignor and based on such agreements, documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Transaction Documents; (v) such assignee appoints and authorizes the related Group Agent and the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the other Transaction Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Group Agent or the Agent, as the case may be, by the terms hereof or thereof, together with such powers as are reasonably incidental thereto and to enforce its respective rights and interests in and under this Agreement, the other Transaction Documents and the Affected Assets; (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Transaction Documents are required to be performed by it as the assignee of the assignor; and (vii) such assignee agrees that it will not institute against any Conduit Investor any proceeding of the type referred to in Section 11.11 prior to the date which is one year and one day after the payment in full of all Commercial Paper issued by the Conduit Investors.

(d) Without limiting the foregoing, any Conduit Investor may, from time to time, assign all or any portion of the Net Investment and its rights and obligations under this Agreement and any other Transaction Documents to which it is a party to any Conduit Assignee that is not administered by a member of its Investor Group or an Affiliate of a member of its Investor Group with the written approval of the Seller (which approval shall not be unreasonably withheld), the Administrator, its Group Agent and the Agent; provided, that if a Termination Event shall have occurred and be continuing, no such consent of the Seller shall be required; provided, further, that any Conduit Investor may, from time to time, without any such written approval and with prior or concurrent notice to the Seller and Collection Agent, in one transaction or a series of transactions, assign all or a portion of the Net Investment and its rights and obligations under this Agreement and any other Transaction Documents to which it is a party to a Conduit Assignee administered by a member of its Investor Group or an Affiliate of a

85

member of its Investor Group. Upon and to the extent of such assignment by the Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the assigned portion of the Net Investment, (ii) the CP Committed Investor in such Conduit Assignee’s Group will act as the Group Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to Group Agents hereunder or under the other Transaction Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to the Conduit Investor and its Support Facility Provider(s) herein and in the other Transaction Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the Conduit Investor’s obligations, if any, hereunder or under any other Transaction Document, and the Conduit Investor shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the Conduit Investor and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the Net Investment shall be made to the applicable Group Agent, as applicable, on behalf of the Conduit Investor and such Conduit Assignee on a pro rata basis according to their respective interests, (vi) the definition of the term “CP Rate” with respect to the portion of the Net Investment funded with commercial paper issued by the Conduit Investor from time to time shall be determined in the manner set forth in the definition of “CP Rate” applicable to the Conduit Investor on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than any other Conduit Investor), (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Agent or the applicable Administrator with respect to any Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Agent or such Administrator may reasonably request to evidence and give effect to the foregoing. No assignment by any Conduit Investor to a Conduit Assignee of all or any portion of the Net Investment shall in any way diminish the obligation of the CP Committed Investors in the same group as such Conduit Investor under Section 2.3 to fund any Investment not funded by such Conduit Investor or such Conduit Assignee.

(e) In the event that a Conduit Investor makes an assignment to a Conduit Assignee in accordance with clause (d) above, the related Committed Investors: (i) if requested by the applicable Administrator, shall terminate their participation in the applicable Support Facility to the extent of such assignment, (ii) if requested by the applicable Administrator, shall execute (either directly or through a participation agreement, as determined by such Administrator) the Support Facility related to such Conduit Assignee, to the extent of such assignment, the terms of which shall be substantially similar to those of the participation or other agreement entered into by such Committed Investor with respect to the applicable Support Facility (or which shall be otherwise reasonably satisfactory to the applicable Administrator and the related Committed Investors), (iii) if requested by the applicable Conduit Investor, shall enter into such agreements as requested by such Conduit Investor pursuant to which they shall be obligated to provide funding to the Conduit Assignee on substantially the same terms and conditions as is provided for in this Agreement in respect of such Conduit Investor (or which agreements shall be

86

otherwise reasonably satisfactory to such Conduit Investor and the related Committed Investors), and (iv) shall take such actions as the Agent shall reasonably request in connection therewith.

(f) Each of the Seller, the Collection Agent and each Originator hereby agrees and consents to the assignment by the Conduit Investors from time to time of all or any part of their respective rights under, interest in and title to this Agreement and the Asset Interest to any Support Facility Provider.

SECTION 11.9 Waiver of Confidentiality. (a) Each of the Seller and the Collection Agent hereby consents to the disclosure of any non-public information with respect to it received by any Agent, any Investor or any Administrator to any other Investor or potential Investor, any Agent, any nationally recognized statistical rating organization rating any Conduit Investor’s Commercial Paper, any regulatory body or reinsurer, any dealer or placement agent of or depositary for any Conduit Investor’s Commercial Paper, the Administrator, any Support Facility Provider or any of such Person’s counsel or accountants in relation to this Agreement or any other Transaction Document.

(b) Notwithstanding paragraph (a) above, each Agent, each Investor and each Administrator hereby agree that, in the event they receive any written non-public information from the Seller, the Collection Agent or any Originator that is clearly marked on the cover thereof as being confidential or proprietary, such Person will use reasonable efforts to inform any third party to whom such Person provides such information that such information is confidential or proprietary; provided, that no Agent, Investor or Administrator shall have any liability as a result of this Section 11.9(b), for any failure to so inform any Persons of the confidential or proprietary nature of such information or in any way arising out of the confidential or proprietary nature of such information.

SECTION 11.10 Confidentiality Agreement.

(a) Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each party hereto (and each employee, representative or other agent of each party hereto) may disclose to any and all Persons, without limitation of any kind, any information with respect to the United States federal income “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such parties (or their representatives) relating to such tax treatment and tax structure; provided that, with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transactions contemplated hereby as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal income tax treatment or tax structure of the transactions contemplated hereby.

(b) Subject to paragraph (a) above and except as otherwise provided herein, each of the Seller and the Collection Agent hereby agrees that it will not disclose the contents of this Agreement or any other Transaction Document or any other proprietary or confidential information of or with respect to any Investor, any Agent, any Administrator or any Support Facility Provider to any other Person except (a) its auditors and attorneys, employees or financial

87

advisors (other than any commercial bank) and any nationally recognized statistical rating organization, provided such auditors, attorneys, employees, financial advisors or rating agencies are informed of the highly confidential nature of such information or (b) as otherwise required by order of a court of competent jurisdiction or by applicable law (including, without limitation, filings required under the Securities Exchange Act of 1934; provided that each of the Seller and the Collection Agent may file with the Securities and Exchange Commission such information if it determines that such information should be filed; provided, further, that neither the Seller nor the Collection Agent shall be authorized to file any fee letter or any other document that contains pricing or fee information regarding the transaction contemplated hereby (it being understood by the parties hereto for purposes of this Section 11.10(b) that this Agreement does not contain any such pricing or fee information)).

SECTION 11.11 No Bankruptcy Petition Against the Conduit Investor. Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all outstanding Commercial Paper or other rated indebtedness of a Conduit Investor, it will not institute against, or join any other Person in instituting against, such Conduit Investor any proceeding of a type referred to in the definition of Event of Bankruptcy.

SECTION 11.12 No Recourse Against any Conduit Investor. Notwithstanding anything to the contrary contained in this Agreement, the obligations of each Conduit Investor under this Agreement and all other Transaction Documents are solely the corporate obligations of each such Conduit Investor and shall be payable solely to the extent of funds received from the Seller in accordance herewith or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay matured and maturing Commercial Paper.

[SIGNATURES FOLLOW]

88

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

UNITED RENTALS RECEIVABLES LLC II, as Seller

By:

Name:

Title:

UNITED RENTALS, INC., as Collection Agent

By:

Name:

Title:

DEUTSCHE BANK SECURITIES, INC., as Agent

By:

Name:

Title:

By:

Name:

Title:

S-1 Receivables Purchase Agreement

Deutsche Bank Investor Group

GEMINI SECURITIZATION CORP., as a Conduit Investor

By:

Name:

Title:

Commitment $250,000,000.00	DEUTSCHE BANK AG, NEW YORK BRANCH, as Group Agent, Administrator and as CP Committed Investor
	By:
	Name:
	Title:

By:

Name:

Title:

S-2 Receivables Purchase Agreement

ANNEX I

Calculation of Required Reserves

“Required Reserves” at any time means the sum of (a) the Yield and Fee Reserve, (b) the Loss Reserve, (c) the Dilution Reserve and (d) the Branch Collection Reserve, each as in effect at such time.

“Branch Collection Reserve” means at any time an amount equal to the Branch Collections for the most recently ended calendar month in excess of 15% of the aggregate amount of all Collections for such calendar month.

“Dilution Horizon Factor” for any calendar month means the ratio computed as of the last day of such calendar month by dividing (a) the sum of the total aggregate Unpaid Balance of Receivables which arose during the preceding 65 calendar days (or such other time period as may be agreed to following each anniversary of the Closing Date with the prior written consent of the Agent, each Group Agent, the Seller and the Collection Agent) by (b) the aggregate initial Unpaid Balance of Receivables at the most recent Month End Date.

“Dilution Ratio” means the ratio (expressed as a percentage) computed for the most recently ended calendar month by dividing (a) the aggregate amount by which the Unpaid Balance of all Diluted Receivables were reduced or cancelled during such most recently ended calendar month by (b) the aggregate amount of credit sales by the Originators giving rise to Receivables in the preceding 65 calendar days (or such other time period as may be agreed to following each anniversary of the Closing Date with the prior written consent of the Agent, each Group Agent, the Seller and the Collection Agent).

“Dilution Reserve” means at any time during a calendar month an amount equal to the Eligible Receivables Balance, multiplied by the Dilution Reserve Percentage for such calendar month.

“Dilution Reserve Percentage” for any calendar month means the ratio computed as of the last day of such calendar month in accordance with the following formula:

Dilution Reserve Percentage = [(SF x ED) + (DS – ED) x (DS / ED)] x DHF

Where:

SF	=	the Stress Factor;
ED	=	the Expected Dilution;
DS	=	the Dilution Spike; and
DHF	=	the Dilution Horizon Factor.

“Dilution Spike” for any calendar month means the highest two month rolling average Dilution Ratio during the twelve months ending on the most recent Month End Date.

“Expected Dilution” for any calendar month means the average of the Dilution Ratios for the twelve months ending on the most recent Month End Date.

A-1 Receivables Purchase Agreement

“Loss Horizon Factor” for any calendar month means the ratio, expressed as a percentage, computed by dividing (a) the sum of the aggregate Unpaid Balance of Receivables which arose during the three month period ending on the most recent Month End Date by (b) the aggregate Unpaid Balance of Eligible Receivables at the most recent Month End Date.

“Loss Percentage” for any calendar month means a percentage equal to the greater of (a) the product of (i) the Stress Factor, multiplied by (ii) the Loss Horizon Factor for such calendar month, multiplied by (iii) the highest average Loss Ratio for any three month period occurring during the preceding twelve months, and (b) 10%.

“Stress Factor” means 2.25.

“Loss Ratio” for any calendar month, means the quotient, calculated as of the applicable Month End Date and expressed as a percentage, of (a) the aggregate initial Unpaid Balance of all Receivables that became Defaulted Receivables during such calendar month (other than Receivables that were, consistent with the Credit and Collection Policy of the applicable Originator, written off as uncollectable during such calendar month at a time when such Receivable was unpaid for 120 days or less from the original due date for such Receivable) divided by (b) the aggregate initial Unpaid Balance of Receivables which arose during the calendar month ending five months before such Month End Date.

“Loss Reserve” on any day during a calendar month means an amount equal to the product of (a) the Eligible Receivables Balance on such day, multiplied by (b) the Loss Percentage for such calendar month.

“Month End Date” means the last day of each calendar month.

“Yield and Fee Reserve” means at any time during a calendar month the sum of (a) the accrued and unpaid Yield, (b) accrued and unpaid Collection Agent Fees, (c) $100,000, (d) accrued and unpaid Commitment Fees and (e) an amount equal to the product of (i) the aggregate Unpaid Balances of all Receivables at such time and (ii) an amount equal to the following:

((RV x OR) + UF + CF) x (CTD x 2))/360

Where:

RV	=	the Fluctuation Factor;
OR	=	the Offshore Rate for a one-month Rate Period commencing on the date that is two Business Days after the date the Yield and Fee Reserve is calculated;
UF	=	the Usage Fee as defined in the Agent Fee Letter;
CF	=	the percentage per annum used to calculate the Collection Agent Fee; and
CTD	=	Cash Turnover Days.

A-2 Receivables Purchase Agreement

SCHEDULE 2

Lessors of Equipment that

Generates Leased Equipment Receivables

2-1 Receivables Purchase Agreement

SCHEDULE 4.1(f)

List of Actions and Suits

4.1(f)-1 Receivables Purchase Agreement

SCHEDULE 4.1(j)

Location of Certain Offices and Records

4.1(j)-1 Receivables Purchase Agreement

SCHEDULE 4.1(k)

List of Lock-box Account Banks and Lock-box Accounts

4.1(k)-1 Receivables Purchase Agreement

SCHEDULE 4.1(l)

List of Blocked Account Banks and Blocked Accounts

4.1(l)-1 Receivables Purchase Agreement

SCHEDULE 6.1

Financial Covenants

A. Minimum Interest Coverage Ratio. The Parent will not permit the Interest Coverage Ratio for any Computation Period ending during any period set forth below to be less than the ratio set forth opposite such period:

Period	Ratio
On or before December 31, 2003	1.15 to 1.0
January 1, 2004 through June 30, 2004	1.25 to 1.0
July 1, 2004 through December 31, 2004	1.30 to 1.0
January 1, 2005 and thereafter	1.65 to 1.0

B. Funded Debt to Cash Flow Ratio. The Parent will not permit the Funded Debt to Cash Flow Ratio as of the last day of any Fiscal Quarter to exceed 4.35 to 1.00.

C. Senior Debt to Tangible Assets. The Parent will not permit the ratio of (i) Senior Debt (excluding Securitization Obligations) to (ii) Tangible Assets (excluding, to the extent included in Tangible Assets, (A) all assets which are owned by a Special Purpose Vehicle or subject to a Lien in connection with a Securitization Transaction and (B) Excess Synthetic Lease Collateral (other than Excess Synthetic Lease Collateral securing the Existing Synthetic Leases)) to exceed 1.10 to 1.00 at any time.

D. Senior Debt to Cash Flow Ratio. The Parent will not permit the Senior Debt to Cash Flow Ratio as of the last day of any Fiscal Quarter to exceed 2.85 to 1.00.

E. Definitions. As used in this Schedule 6.1, the following terms shall have the following meanings:

“Capital Lease” means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is required to be accounted for as a capital lease on a balance sheet of such Person.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are acquired to be classified and

6-1 Receivables Purchase Agreement

accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Flow” means, as of the last day of any Fiscal Quarter, Consolidated Net Income for the Computation Period ending on such day plus, to the extent deducted in determining such Consolidated Net Income, Interest Expense (and, to the extent not included in Interest Expense, all interest and rental payments and purchase price obligations under Synthetic Leases), income tax expense, depreciation and amortization for such period, all calculated on a pro forma basis in accordance with Article 11 of Regulation S-X of the Securities and Exchange Commission to reflect any business combination or disposition that has been consummated subsequent to the commencement of such Computation Period.

“Computation Period” means each period of four Fiscal Quarters ending on the last day of a Fiscal Quarter on or after the Closing Date.

“Consolidated Net Income” means, with respect to the Parent and its Subsidiaries for any period, the net income (or loss) of the Parent and its Subsidiaries for such period, excluding (a) any extraordinary gains during such period, (b) if such period includes the Fiscal Quarter ending June 30, 2001, (i) up to $27,000,000 of financing fees incurred and written-off in such Fiscal Quarter as a result of the Transactions and (ii) up to $40,000,000 of charges taken in such Fiscal Quarter related to store closings and work force reductions, (c) any non-cash charges during such period attributable to the impairment of goodwill, (d) any non-cash charges during such period attributable to the amortization of deferred stock compensation, (e) any non-cash expenses during such period attributable to stock options and warrants with respect to Equity Interests in the Parent, (f) up to $40,000,000 of charges related to store closings and work force reductions initiated during any Fiscal Quarter ending on or after September 30, 2002, through March 31, 2003, (g) non-cash charges during any Fiscal Quarter ending after September 30, 2002, through December 31, 2003, in an aggregate amount not to exceed $15,000,000 for all Fiscal Quarters combined, attributable to the write-off of certain notes payable owed to the Parent or any of its Subsidiaries and (h) up to $7,500,000 of financing fees that may be written-off in the Fiscal Quarter ending December 31, 2002 (including in connection with the transactions contemplated by the Third Amendment and Agreement dated as of December 17, 2002, to this Agreement).

“Debt” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, whether or not evidenced by bonds, debentures, notes or similar instruments, (b) all Capital Lease Obligations of such Person as lessee under Capital Leases, (c) all obligations of such Person to pay the deferred purchase price of property or services (including Contingent Payments and Holdbacks but excluding trade accounts payable in the ordinary course of business), (d) all Debt secured by a Lien on the property of such Person, whether or not such Debt shall have been assumed by such Person (it being understood that if such Person has not assumed or otherwise become personally liable for any such Debt, the amount of the Debt of such Person in connection therewith shall be limited to the lesser of the face amount of such Debt or the fair market value of all property of such Person securing such Debt), (e) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn) and banker’s acceptances issued for the account or upon the application

6-2 Receivables Purchase Agreement

of such Person, (f) all Hedging Obligations of such Person, (g) all Suretyship Liabilities of such Person and (h) all Synthetic Lease Obligations of such Person.

“Excess Synthetic Lease Collateral” means specified assets with a fair market value not exceeding 35% of the Synthetic Lease Obligations secured thereby.

“Fiscal Quarter” means a fiscal quarter of a Fiscal Year.

“Fiscal Year” means the fiscal year of Parent and its Subsidiaries, which period shall be the 12-month period ending on December 31 of each year. References to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal Year 2001”) refer to the Fiscal Year ending on December 31 of such calendar year.

“Funded Debt” means (a) all Debt of the Parent and its Subsidiaries and (b) to the extent not included in the definition of Debt, without duplication, all outstanding Securitization Obligations, but excluding (i) contingent obligations in respect of undrawn letters of credit and Suretyship Liabilities (except to the extent constituting contingent obligations or Suretyship Liabilities in respect of Funded Debt of a Person other than the Parent or any Subsidiary), (ii) Hedging Obligations, (iii) Debt of the Parent to Subsidiaries and Debt of Subsidiaries to the Parent or to other Subsidiaries and (iv) Debt (including guaranties thereof) in respect of the QuIPS Debentures and the QuIPS Preferred Securities.

“Hedging Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no (a) phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Parent or the Subsidiaries or (b) stock options, warrants or other agreements (including acquisition agreements) providing for the issuance of Equity Interests or of stock options, warrants or other rights to acquire Equity Interests shall be a Hedging Agreement.

“Hedging Obligations” means, with respect to any Person, all liabilities of such Person under any Hedging Agreement.

“Interest Coverage Ratio” means, for any computation Period, the ratio of (a) Consolidated Net Income before deducting Interest Expense, income tax expense, amortization (but not depreciation) and Rentals for such Computation Period to (b) Interest Expense plus (without duplication) Rentals (excluding Rentals relating to the principal component under Synthetic Leases) for such Computation Period.

“Interest Expense” means for any period the sum, without duplication, of (a) the consolidated interest expense of the Parent and its Subsidiaries for such period (including, without duplication, interest paid on the QuIPS Debentures, distributions on (but not redemptions of) the QuIPS Preferred Securities, imputed interest on Capital Leases and Synthetic Leases and any interest which is capitalized but excluding amortization of deferred financing costs) and (b)

6-3 Receivables Purchase Agreement

consolidated yield or discount accrued during such period on the aggregate investment or claim held by purchasers, assignees or other transferees of, or of interests in, accounts receivable, lease receivables and other rights to payment of the Parent and its Subsidiaries in connection with any Securitization Transaction (regardless of the accounting treatment of such Securitization Transaction).

“QuIPS Debentures” means the 6- ¹/2% convertible subordinated debentures issued by the Parent to the QuIPS Trust pursuant to the QuIPS Indenture.

“QuIPS Guarantees” means (i) the Guarantee Agreement dated as of August 5, 1998, issued by the Parent (then known as United Rentals Holdings, Inc.) relating to the common securities of the QuIPS Trust and (ii) the Guarantee Agreement dated as of August 5, 1998, between the Parent (then known as United Rentals Holdings, Inc.) and The Bank of New York, as Trustee, relating to the QuIPS Preferred Securities.

“QuIPS Indenture” means the Indenture dated as of August 5, 1998, between the Parent (then known as United Rentals Holdings, Inc.) and The Bank of New York, as Trustee.

“QuIPS Preferred Securities” means the 6- ¹/2% convertible quarterly income preferred securities issued by the QuIPS Trust pursuant to the QuIPS Purchase Agreement.

“QuIPS Purchase Agreement” means the Purchase Agreement dated as of July 30, 1998, among the QuIPS Trust, the Parent (then known as United Rentals Holdings, Inc.), the U.S. Borrower (then known as United Rentals, Inc.) and the purchasers named therein.

“QuIPS Trust” means United Rentals Trust I, a special purpose Delaware business trust established pursuant to the Amended and Restated Trust Agreement dated as of August 5, 1998, among the Parent (then known as United Rentals Holdings, Inc.), The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the administrative trustees named therein.

“Rentals” means the aggregate fixed amounts payable by Parent or any Subsidiary under any lease of (or other agreement conveying the right to use) any real or personal property by Parent or any Subsidiary, as lessee, other than (i) any Capital Lease or (ii) any lease with a remaining term of six months or less which is not renewable solely at the option of the lessee.

“Securitization Obligations” means, with respect to any Securitization Transaction, the aggregate investment or claim held at any time by all purchasers, assignees or transferees of (or of interests in) or holders of obligations that are supported or secured by (i) in the case of an Equipment Securitization Transaction, equipment or related assets (and leases, rental agreements, lease receivables, rights to payment and other interests, rights, and assets described in the definition of Equipment Securitization Transaction) in connection with such Equipment Securitization Transaction, and (ii) in the case of a Receivables Securitization Transaction, accounts receivable, lease receivables and other rights to payment in connection with such Receivables Securitization Transaction.

6-4 Receivables Purchase Agreement

“Senior Debt” means all Funded Debt of the Parent and its Subsidiaries other than Subordinated Debt.

“Senior Debt to Cash Flow Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (i) Senior Debt as of such day to (ii) Cash Flow as of such day.

“Subordinated Debt” means (a) the $200,000,000 of 9.50% unsecured senior subordinated notes due 2008 issued by the U.S. Borrower (then known as United Rentals, Inc.) on May 22, 1998, and the unsecured subordinated guarantees thereof provided for in the applicable Subordinated Note Indenture, (b) the $205,000,000 of 8.80% unsecured senior subordinated notes due 2008 issued by the U.S. Borrower on August 12, 1998, and the unsecured subordinated guarantees thereof provided for in the applicable Subordinated Note Indenture, (c) the $300,000,000 of 9.25% unsecured senior subordinated notes due 2009 issued by the U.S. Borrower on December 15, 1998, and the unsecured subordinated guarantees thereof provided for in the applicable Subordinated Note Indenture, (d) the $250,000,000 of 9.0% unsecured senior subordinated notes due 2009 issued by the U.S. Borrower on March 23, 1999, and the unsecured subordinated guarantees thereof provided for in the applicable Subordinated Note Indenture, (e) Seller Subordinated Debt and (f) any other unsecured Debt of either Borrower and unsecured guarantees thereof by the Parent and/or any Subsidiary of the U.S. Borrower which (i) is owed to Persons other than officers, employees, directors or Affiliates of either Borrower, (ii) has no amortization prior to the date that is six months after the Term Loan Maturity Date and (iii) has subordination terms (including subordination terms with respect to guarantees), covenants, events of default and redemption provisions which are not less favorable to the Lenders than those set forth in the Subordinated Note Indentures or are otherwise approved by the Required Lenders, such approval not to be unreasonably withheld.

“Subordinated Note Indentures” means each of (a) the Indenture dated as of May 22, 1998, among the U.S. Borrower (then known as United Rentals, Inc.), various Subsidiaries of the U.S. Borrower and State Street Bank and Trust Company, as Trustee, pursuant to which the U.S. Borrower issued $200,000,000 of Subordinated Debt, (b) the Indenture dated as August 12, 1998, among the U.S. Borrower, various Subsidiaries of the U.S. Borrower and State Street Bank and Trust Company, as Trustee, pursuant to which the U.S. Borrower issued $205,000,000 of Subordinated Debt, (c) the Indenture dated as of December 15, 1998, among the U.S. Borrower, various Subsidiaries of the U.S. Borrower and State Street Bank and Trust Company, as Trustee, pursuant to which the U.S. Borrower issued $300,000,000 of Subordinated Debt and (d) the Indenture dated as of March 23, 1999, among the U.S. Borrower, various Subsidiaries of the U.S. Borrower and The Bank of New York, as Trustee, pursuant to which the U.S. Borrower issued $250,000,000 of Subordinated Debt.

“Suretyship Liability” means, with respect to any Person, any liability of such Person with respect to any agreement, undertaking or arrangement by which such Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any Debt (or, other than for purposes of the definition of Debt, any other obligation or other liability) of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends

6-5 Receivables Purchase Agreement

or other distributions upon the shares of any other Person. The amount of any Person’s obligation in respect of any Suretyship Liability shall (subject to any limitation set forth therein) be deemed to be the principal amount of the debt, obligation or other liability supported thereby.

“Synthetic Lease” means a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease” by the lessee pursuant to Statement of Financial Accounting Standards No. 13, as amended, and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

“Synthetic Lease Obligations” means, with respect to any Person, the sum of (a) all remaining rental obligations of such Person as lessee under Synthetic Leases which are attributable to principal and, without duplication, (b) all rental and purchase price payment obligations of such Person under Synthetic Leases assuming such Person exercises the option to purchase the leased property at the end of the lease term.

“Tangible Assets” means at any time all assets of the Parent and its Subsidiaries excluding all Intangible Assets. For purposes of the foregoing, “Intangible Assets” means goodwill, patents, trade names, trademarks, copyrights, franchises, experimental expense, organization expense and any other assets that are properly classified as intangible assets in accordance with GAAP.

6-6 Receivables Purchase Agreement

SCHEDULE 11.3

Address and Payment Information

If to the Conduit Investor:

Gemini Securitization Corp.

c/o Deutsche Bank AG, New York Branch

60 Wall Street

New York, NY 10005

Attention: Structured Finance

Telephone: 212-469-5934

Facsimile: 212-797-5150

(with a copy to the Administrator)

If to the Seller:

United Rentals Receivables LLC II

Five Greenwich Office Park

Greenwich, Connecticut 06830

Attention: Elliot Mayer

Telephone: 203-618-7202

Facsimile: 203-622-6080

Payment Information:

Bank of America, N.A.

345 Montgomery Lane

San Francisco, California 94104

ABA 121000358

Account 1499805393

Reference URI Concentration

If to the Collection Agent:

United Rentals, Inc.

Five Greenwich Office Park

Greenwich, Connecticut 06830

Attention: Elliot Mayer

Telephone: 203-618-7202

Facsimile: 203-622-6080

If to the Agent:

Deutsche Bank Securities, Inc.

60 Wall Street

11.3-1 Receivables Purchase Agreement

New York, NY 10005

Attention:	Kevin Tanzer
Telephone:	212-250-5934
Facsimile:	212-797-5160

If to the Administrator or to the Group Agent for the Investor Group including Gemini:

Deutsche Bank AG, New York Branch

60 Wall Street

New York, NY 10005

Attention:	Structured Finance
Telephone:	212-469-5934
Facsimile:	212-797-5150

Payment Information:

Fed ABA:	026-003-780
Fed Bank:	Deutsche Bank NY
Account Name:	Gemini Securitization Corp.
Account No.:	10-463646-0008
Attention:	Siegfried Rader Ph: 212-469-3737
Reference:	United Rentals Receivables LLC II

11.3-2 Receivables Purchase Agreement

EX-10.(I)

Exhibit 10(i)

PURCHASE AND CONTRIBUTION AGREEMENT

by and between

UNITED RENTALS (NORTH AMERICA), INC.,

UNITED RENTALS NORTHWEST, INC.,

UNITED RENTALS SOUTHEAST, L.P.,

UNITED EQUIPMENT RENTALS GULF, L.P.

and

UNITED RENTALS RECEIVABLES LLC I

ARTICLE I        DEFINITIONS		1
SECTION 1.1	Definitions	1
SECTION 1.2	Other Terms	2
SECTION 1.3	Computation of Time Periods	3
ARTICLE II        SALE AND PURCHASE OF RECEIVABLES AND OTHER TRANSFERRED ASSETS		3
SECTION 2.1	Sale	3
SECTION 2.2	Intent of the Parties; Grant of Security Interest	3
SECTION 2.3	No Recourse	4
SECTION 2.4	No Assumption of Obligations	4
ARTICLE III        CONSIDERATION AND PAYMENT		4
SECTION 3.1	Purchase Price	4
ARTICLE IV        ADMINISTRATION AND COLLECTION		5
SECTION 4.1	Servicing of Transferred Assets	5
SECTION 4.2	Deemed Collections	5
SECTION 4.3	Actions Evidencing Purchases	5
ARTICLE V        REPRESENTATIONS AND WARRANTIES		6
SECTION 5.1	Mutual Representations and Warranties	6
SECTION 5.2	Originators’ Additional Representations and Warranties	8
SECTION 5.3	Reaffirmation of Representations and Warranties by the Originator; Notice of Breach	11
ARTICLE VI        COVENANTS		11
SECTION 6.1	Mutual Covenants	11
SECTION 6.2	Affirmative Covenants of the Originators	16
SECTION 6.3	Negative Covenants of the Originators	18
ARTICLE VII        TERM AND TERMINATION		20
SECTION 7.1	Term	20
SECTION 7.2	Effect of Purchase Termination Date	20
SECTION 7.3	PCA Termination Events	21
SECTION 7.4	Remedies	21
ARTICLE VIII        INDEMNIFICATION		21
SECTION 8.1	Indemnities by the Originators	21
ARTICLE IX        MISCELLANEOUS PROVISIONS		24

i Originator Purchase and Contribution Agreement

SECTION 9.1	Waivers; Amendments	24
SECTION 9.2	Notices	24
SECTION 9.3	Governing Law	24
SECTION 9.4	Integration	25
SECTION 9.5	Severability of Provisions	25
SECTION 9.6	Counterparts; Facsimile Delivery	25
SECTION 9.7	Binding Effect; Assignment	25
SECTION 9.8	Costs, Expenses and Taxes	25
SECTION 9.9	Waiver of Confidentiality	25
SECTION 9.10	Confidentiality Agreement	26
SECTION 9.11	No Proceedings; Limited Recourse	26
SECTION 9.12	Further Assurances	27

SCHEDULE I Originator Information

SCHEDULE II Blocked Account Banks and Account Information

SCHEDULE III Lock-box Account Banks and Account Information

ii Originator Purchase and Contribution Agreement

PURCHASE AND CONTRIBUTION AGREEMENT

This Purchase and Contribution Agreement, dated as of June 17, 2003 (this “Agreement”), by and between UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation, (“URNA”), as an Originator, UNITED RENTALS NORTHWEST, INC., an Oregon corporation (“URNW”), as an Originator, UNITED RENTALS SOUTHEAST, L.P., a Georgia limited partnership (“URSE”), as an Originator, UNITED EQUIPMENT RENTALS GULF, L.P., a Texas limited partnership (“UERG”), as an Originator (each of URNA, URNW, URSE and UERG, an “Originator” and, collectively, the “Originators”) and UNITED RENTALS RECEIVABLES LLC I, a Delaware limited liability company (“United Receivables I”). The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. All capitalized terms used herein shall have the meanings specified herein or, if not so specified, the meaning specified in, or incorporated by reference into, the Receivables Purchase Agreement. In addition, as used in this Agreement, the following terms shall have the following meanings:

“Discount Percentage” is defined in Section 3.1.

“Originator” is defined in the preamble.

“Originator Indemnified Amounts” is defined in Section 8.1.

“Originator Indemnified Parties” is defined in Section 8.1.

“PCA Termination Event” is defined in Section 7.3.

“Permitted Payments” is defined in Section 3.2(b).

“Potential PCA Termination Event” means an event which but for the lapse of time or the giving of notice, or both, would constitute a PCA Termination Event.

“Purchase Termination Date” is defined in Section 7.1.

“Receivable” means the indebtedness of any Obligor resulting from the provision, sale or lease of equipment, merchandise, insurance or services to such Obligor by an Originator under a Contract generated by such Originator in the ordinary course of its business and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto.

“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of June 17, 2003, by and among the Seller, United Rentals, as initial Collection Agent, the entities from time to time parties thereto as Conduit Investors, the entities from time to time parties thereto as Committed Investors, the entities from time to time parties thereto as agents for

Originator Purchase and

Contribution Agreement

the Investor Groups, the entities from time to time parties thereto as Administrators and Deutsche Bank Securities, Inc., a Delaware corporation, as the administrative agent for the Investors party thereto.

“Related Security” means with respect to any Receivable, all of the applicable Originator’s rights, title and interest in, to and under:

(a) all of such Originator’s interest in any merchandise (excluding any returned merchandise) relating to any sale giving rise to such Receivable;

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

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

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

(e) all Collections on and other proceeds of any of the foregoing.

“Transferred Assets” means, collectively, (a) the Receivables, (b) the Related Security and (c) all proceeds of the foregoing.

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

SECTION 1.2 Other Terms. All terms defined directly or by incorporation herein shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined herein, and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under, and shall be construed in accordance with, GAAP; (b) terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is

2 Originator Purchase and Contribution Agreement

made) and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; and (k) each reference to “Originator” herein refers severally to each of the Originators as to itself and the Transferred Assets owned by it from time to time.

SECTION 1.3 Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

ARTICLE II

SALE AND PURCHASE OF RECEIVABLES

AND OTHER TRANSFERRED ASSETS

SECTION 2.1 Sale. (a) On the terms and subject to the conditions set forth herein, each Originator hereby sells to United Receivables I, and United Receivables I hereby purchases from each Originator, during the period from the Closing Date to the Purchase Termination Date, all of such Originator’s right, title and interest, in, to and under each Receivable and the other Transferred Assets, and all proceeds of the foregoing, in each case whether now existing or hereafter arising or acquired.

(b) All of the Transferred Assets existing at the opening of each Originator’s business on the Closing Date are hereby sold to United Receivables I on such date. On and after the Closing Date, each Transferred Asset shall be deemed to have been sold to United Receivables I immediately (and without further action by any Person) upon the creation of such Transferred Asset. All Transferred Assets relating to a Receivable shall be sold at the same time as such Receivable, whether such Transferred Assets relating thereto exist at such time or arise or are acquired thereafter.

SECTION 2.2 Intent of the Parties; Grant of Security Interest. (a) United Receivables I and each Originator intend the transactions hereunder to be true sales of the Transferred Assets by the Originators to United Receivables I for all purposes, providing United Receivables I with the full risks and benefits of ownership of the Transferred Assets (such that the Transferred Assets would not be property of the applicable Originator’s estate in the event of the bankruptcy of any Originator).

(b) If, notwithstanding the intent of the parties or any other provision hereof, any Transferred Assets conveyed hereunder are construed to constitute property of any Originator or such conveyance is not treated as a sale to United Receivables I for all purposes, then (i) this

3 Originator Purchase and Contribution Agreement

Agreement also is intended by the parties to be, and hereby is, a security agreement within the meaning of the UCC; and (ii) the conveyance by the Originators provided for in this Agreement shall be treated as the grant of, and each Originator hereby grants to United Receivables I, a security interest in, to and under all of the Originators’ right, title and interest in, to and under all Transferred Assets, and proceeds relating thereto conveyed by the Originators to United Receivables I, to secure the payment and performance of the Originators’ obligations to United Receivables I under this Agreement or as may be determined in connection therewith by applicable Law. Each Originator and United Receivables I shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not to constitute a sale of, Transferred Assets, such security interest would be deemed to be a perfected security interest in favor of United Receivables I under applicable law and shall be maintained as such throughout the term of this Agreement.

SECTION 2.3 No Recourse. Except as specifically provided in this Agreement, the purchase and sale of the Transferred Assets under this Agreement shall be without recourse to the Originators.

SECTION 2.4 No Assumption of Obligations. United Receivables I shall not have any obligation or liability with respect to any Receivables, Contracts or other Transferred Assets, nor shall United Receivables I have any obligation or liability to any Obligor or other customer or client of the Originator (including any obligation to perform any of the obligations of any Originator under any Receivables, Contracts or other Transferred Assets).

ARTICLE III

CONSIDERATION AND PAYMENT

SECTION 3.1 Purchase Price. (a) The purchase price for each Receivable and related Transferred Assets shall equal the product of the Unpaid Balance of such Receivable, multiplied by a discount for such purchase mutually agreed to among the parties hereto (the “Discount Percentage”).

(b) United Receivables I shall pay the applicable Originator the purchase price with respect to each Receivable and the related Transferred Assets on the date of purchase by transfer of funds, to the extent that United Receivables I has funds available for that purpose after satisfying United Receivables I’s obligations under the Seller Purchase and Contribution Agreement; provided that in the event funds are owing to more than one Originator at any time and United Receivables I does not have funds available to pay each such Originator, the funds United Receivables I has available shall be applied, first, to pay each Originator other than URNA the purchase price owing to each such Originator and, second, to pay any amounts owing to URNA. To the extent that such funds are insufficient, the remaining Receivables and Transferred Assets shall be deemed to have been transferred by URNA to United Receivables I as a capital contribution, in return for an increase in the value of the membership interest of United Receivables I held by URNA.

4 Originator Purchase and Contribution Agreement

(c) Notwithstanding the foregoing, on the Closing Date a portion of the Transferred Assets sold to United Receivables I by URNA on such date shall be deemed to be a contribution by URNA to the capital of United Receivables I in return for an increase in the value of the membership interest of United Receivables I held by URNA.

(d) Other than as expressly set forth above, all payments of cash purchase price and interest due under subsection (c), shall be made ratably to each Originator in accordance with the amount owed to each.

ARTICLE IV

ADMINISTRATION AND COLLECTION

SECTION 4.1 Servicing of Transferred Assets. The servicing, administration and collection of the Transferred Assets shall, at all times that the Receivables Purchase Agreement is in effect, be conducted by the Collection Agent on the terms set out in (and subject to any rights to terminate the initial Collection Agent as Collection Agent pursuant to) the Receivables Purchase Agreement. Upon the termination of the Receivables Purchase Agreement at any time when this Agreement shall continue to be in full force and effect, United Receivables I and the Originators shall incorporate herein, in all substantial respects, the provisions of Article VII of the Receivables Purchase Agreement or shall provide for other arrangements for the servicing, administration and collection of the Transferred Assets.

SECTION 4.2 Deemed Collections. (a) If on any day any portion of any Receivable is reduced or canceled causing such Receivable to become a Diluted Receivable, then, on such day, the applicable Originator shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation.

(b) If on any day it is determined that any of the representations or warranties of any Originator set forth in Article V, as they relate to any Receivable, was untrue with respect to such Receivable on the date when made or deemed made, the applicable Originator shall be deemed to have received on such day a Collection of such Receivable in an amount equal to the Unpaid Balance thereof on such day. To the extent that United Receivables I subsequently receives Collections with respect to any such Receivable, United Receivables I shall hold such amount in trust on behalf of the applicable Originator and shall pay the applicable Originator an amount equal to the amount so collected, without regard to Section 2.14 of the Receivables Purchase Agreement.

(c) Not later than the first Business Day after any Originator is deemed pursuant to this Section 4.2 to have received any Collections, the Collection Agent shall notify the applicable Originator of such deemed Collections, and such Originator shall transfer to United Receivables I immediately available funds in the amount of such deemed Collections or shall otherwise apply such funds as may be required by the Receivables Purchase Agreement.

SECTION 4.3 Actions Evidencing Purchases. (a) On or prior to the Closing Date, each Originator shall mark its master data processing records evidencing (i) Receivables and (ii) Contracts with a legend, acceptable to United Receivables I, evidencing that the Receivables

5 Originator Purchase and Contribution Agreement

have been sold in accordance with this Agreement. In addition, each Originator agrees that from time to time, at its expense, it shall promptly upon request by United Receivables I, to the extent permitted by applicable law, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all further acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments that United Receivables I may reasonably request from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Transaction Document, (ii) to subject to the liens created by any of the Transaction Documents any of the properties, rights or interests covered or purported to be covered by such liens, (iii) to perfect and maintain the validity, effectiveness and priority of such liens, (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to United Receivables I the rights granted or now or hereafter intended to be granted thereto under any Transaction Document and (v) to perfect, protect or more fully evidence the purchases hereunder, or to enable United Receivables I or its assigns to exercise or enforce any of their respective rights with respect to the Transferred Assets. In addition to the above, at any time when a Termination Event has occurred and is continuing, each Originator shall, upon the request of the Agent, comply fully with the Federal Assignment of Claims Act and other similar Laws with respect to any assignment or subsequent reassignment of the Receivables.

(b) Each Originator hereby authorizes United Receivables I or its designee to (i) file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Transferred Assets now existing or hereafter arising in the name of such Originator (without the signature of such Originator, where permitted by law) and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Transferred Assets.

(c) Without limiting the generality of Section 4.3(a), each Originator shall, not earlier than six months and not later than three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to each Agent an opinion of counsel for the Originators in form and substance and delivered by counsel reasonably satisfactory to United Receivables I, confirming and updating the opinion delivered in connection with the Closing Date relating to the validity, perfection and priority of United Receivables I’s interests in the Transferred Assets.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.1 Mutual Representations and Warranties. Each of the Originators and United Receivables I represents and warrants, solely with respect to itself, to the other parties hereto that:

(a) Corporate or other Existence. It is a limited liability company, corporation or limited partnership duly formed, validly existing and in good standing under the laws of its State

6 Originator Purchase and Contribution Agreement

of organization, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

(b) Corporate, Limited Liability Company or Limited Partnership Power; Contravention. The execution, delivery and performance by it of each Transaction Document to which it is a party (i) are within its limited liability company, corporate or limited partnership powers, (ii) have been duly authorized by all necessary corporate, limited liability company, limited partnership, shareholder, director, partner and member action, (iii) do not contravene (1) its certificate of formation, limited liability company agreement, operating agreement, certificate of incorporation, limited partnership agreement or other constituting documents, (2) any law, rule or regulation applicable to it, (3) any contractual restriction binding on or affecting it or its property, the violation of which could reasonably be expected to have an adverse affect on any Secured Party, on the collectibility of any Transferred Asset or on the performance by any party to a Transaction Document of its obligations hereunder or thereunder (for any reason other than the occurrence of an adverse effect, whether material or not, on any Originator), or a material adverse affect on United Receivables I or any Originator or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the interests created pursuant to this Agreement and such other Transaction Documents); and no transaction contemplated by this Agreement requires compliance with any bulk sales act or similar law.

(c) Governmental Authorization. No authorization or approval or other action by, and no notice to or filing with, any Official Body is required for the due execution, delivery and performance by it of the Transaction Documents to which it is a party, except for authorizations and approvals that are required herein or therein that have been obtained as of the Closing Date and the filing of UCC financing statements which are referred to herein and therein, all of which have been (or as of the Closing Date will have been) duly made and are in full force and effect; provided, that the right of any assignee of a Receivable the Obligor of which is a Government Obligor to enforce such Receivable directly against such Obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable Law to the extent the applicable Originator, United Receivables I, the Seller and/or any assignee thereof shall not have complied with the applicable provisions of any such Law in connection with the assignment or subsequent reassignment of any such Receivable.

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

(e) Preference; Voidability. United Receivables I has given reasonably equivalent value to the applicable Originator in consideration for the transfer to it of the Transferred Assets from such Originator, and each such transfer shall not have been made for or on account of an

7 Originator Purchase and Contribution Agreement

antecedent debt owed by such Originator to it and no such transfer is voidable under any section of the Bankruptcy Code.

SECTION 5.2 Originators’ Additional Representations and Warranties. Each of the Originators represents and warrants that:

(a) Perfection; Good Title. Immediately preceding each purchase hereunder, the Originators are the owners of all of the Receivables and all other Transferred Assets, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder, under the Seller Purchase and Contribution Agreement, under the Receivables Purchase Agreement or under any other Transaction Document); provided, that the interest of the Originators in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, further, that the interest of the Originators in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof. Upon each sale hereunder, United Receivables I shall acquire a valid and enforceable perfected first priority ownership interest in each Receivable and all other Transferred Assets that exist on the date of such sale, free and clear of any Adverse Claim; provided, that the right of any assignee of a Receivable the Obligor of which is a Government Obligor to enforce such Receivable directly against such Obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable Law to the extent the applicable Originator, United Receivables I, the Seller and/or any assignee thereof shall not have complied with the applicable provisions of any such Law in connection with the assignment or subsequent reassignment of any such Receivable; and provided, further, that the perfected ownership interest of United Receivables I in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, still further, that the perfected ownership interest of United Receivables I in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof. All financing statements and other documents required to be recorded or filed in order to perfect and protect the interest of United Receivables I in the Transferred Assets against all creditors of and purchasers from the Originators have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings have been paid in full. No effective financing statement or other instrument similar in effect covering any Contract or any Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of United Receivables I relating to this Agreement and those filed pursuant to the other Transaction Documents, other than those filed in favor of the lessor of equipment giving rise to Leased Equipment Receivables or relating to the proceeds of the sale of equipment that has been leased to an Originator.

(b) Accuracy of Information. All information and each exhibit, financial statement, document, book, record or report furnished at any time by it or on its behalf to United Receivables I in connection with this Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to United Receivables I at such time) as of the date so furnished, and as of such date no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

8 Originator Purchase and Contribution Agreement

(c) Tax Status; Sale Treatment. It has (i) timely filed all tax returns (federal, state and local) required to be filed, (ii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges and (iii) accounted for the sale of the Transferred Assets hereunder, in its books and financial statements as sales or, in the case of URNA, as capital contributions (to the extent of such capital contribution), in each case consistent with GAAP.

(d) Actions, Suits. Except as set forth in Schedule I, there is no pending or, to its knowledge, threatened action or proceeding affecting United Rentals or any of its Subsidiaries before any court, governmental agency or arbitrator which could reasonably be expected to materially adversely affect the financial condition or operations of United Rentals or any of its Subsidiaries or materially adversely affect the ability of United Rentals or any of its Subsidiaries to perform their respective obligations under the Transaction Documents, or which purports to affect the legality, validity or enforceability of the Transaction Documents. To its knowledge, neither United Rentals nor any Subsidiary is in default with respect to any order of any court, arbitration or Official Body except for defaults with respect to orders of Official Bodies which defaults are not material to the business or operations of United Rentals and its Subsidiaries, taken as a whole.

(e) Use of Proceeds. No proceeds of any purchase hereunder will be used by it (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, (ii) to acquire any equity security of a class which is registered pursuant to Section 12 of such act or (iii) for any other purpose that violates applicable Law, including Regulations G or U of the Federal Reserve Board.

(f) Jurisdiction of Organization; Location of Records. The jurisdiction of organization of each Originator and the offices where each Originator keeps all its Records, are located in the jurisdiction and at the address(es) described on Schedule I or such other jurisdictions or locations notified to United Receivables I in accordance with Section 6.3(g), in each case jurisdictions where all action required by Section 4.3 has been taken and completed.

(g) Subsidiaries; Tradenames, Etc. As of the date hereof, each Originator has, within the last five (5) years, operated only under the tradenames identified in Schedule I, and, within the last five (5) years, has not changed its name, merged with or into or consolidated with any other corporation or been the subject of any proceeding under the Bankruptcy Code, except as disclosed in Schedule I. Schedule I also lists the correct Federal Employer Identification Number of each Originator.

(h) Credit and Collection Policy. Since the Closing Date, there have been no material changes in the Credit and Collection Policy other than in accordance with this Agreement. It has at all times complied with the Credit and Collection Policy with regard to each Receivable.

(i) Material Adverse Effect. Since December 31, 2002, there has been no Material Adverse Effect.

9 Originator Purchase and Contribution Agreement

(j) Not an Investment Company or Holding Company. It is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act. It is not a “holding company,” or a subsidiary or affiliate of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935.

(k) ERISA. No steps have been taken by any Person to terminate any Pension Plan the assets of which are not sufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA, and each Pension Plan has been administered in all material respects in compliance with its terms and applicable provision of ERISA and the Code.

(l) Lock-box Accounts. The names and addresses of all the Lock-box Account Banks, together with the account numbers of the Lock-box Accounts at such Lock-box Account Banks, are specified in Schedule II (other than any Lock-box Accounts and Lock-box Account Banks that may be added after the initial purchase hereunder in accordance with the terms of Section 7.3(a) of the Receivable Purchase Agreement). All Lock-box Accounts are subject to Lock-box Account Agreements. All Obligors have been instructed to make payment to a Lock-box Account and, other than Identifiable Combined Assets, only Collections are deposited into the Lock-box Accounts. No Originator has any interest in any Lock-box Account, any funds or investments therein (other than Identifiable Combined Assets) or any Lock-box Account Agreement.

(m) Blocked Accounts. The names and addresses of all the Blocked Account Banks, together with the account numbers of the Blocked Accounts at such Blocked Account Banks, are specified in Schedule III (other than any Blocked Accounts and Blocked Account Banks that may be added after the initial purchase hereunder in accordance with the terms of Section 7.3(a) of the Receivable Purchase Agreement). All Blocked Accounts are subject to Blocked Account Agreements. Other than Identifiable Combined Assets, only Collections are deposited into the Blocked Accounts. No Originator has any interest in any Blocked Account, any funds or investments therein (other than Identifiable Combined Assets) or any Blocked Account Agreement.

(n) Collection Accounts. No Originator has any interest in any Collection Account, any funds or investments therein (other than Identifiable Combined Assets) or any Collection Account Agreement.

(o) Nonconsolidation. The Originators have complied with and are in compliance with the covenants set forth in Section 6.1(k).

(p) Representations and Warranties in other Transaction Documents. Each of the representations and warranties, if any, made by it pursuant to the Transaction Documents (other than this Agreement) is true, complete and correct in all respects and it hereby makes each such representation and warranty to, and for the benefit of, United Receivables I as if the same were set forth in full herein.

10 Originator Purchase and Contribution Agreement

(q) Financial Information. The consolidated balance sheets of the URNA Consolidated Group as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of the URNA Consolidated Group for such fiscal year, copies of which have been furnished to the Agent and each Group Agent, fairly present in all material respects the consolidated financial condition of the URNA Consolidated Group as at such date and the consolidated results of the operations of the URNA Consolidated Group for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied.

SECTION 5.3 Reaffirmation of Representations and Warranties by the Originator; Notice of Breach. On each date that Transferred Assets are conveyed hereunder, the Originator, by accepting the proceeds of such conveyance, shall be deemed to have certified that all representations and warranties made by it in Sections 5.1 and 5.2 are true and correct on and as of such day as though made on and as of such day. Upon discovery by the Originator of a breach of any of the foregoing representations and warranties, the Originator shall give prompt written notice to United Receivables I within three Business Days of such discovery.

ARTICLE VI

COVENANTS

SECTION 6.1 Mutual Covenants. At all times prior to the Final Payout Date, each of the Originators and United Receivables I shall:

(a) Legal Matters. Comply, and cause each of its Subsidiaries to comply, with all Laws to which it or its respective properties may be subject and preserve and maintain its limited liability company, corporate or limited partnership existence, rights, franchises, qualifications and privileges, except to the extent that the failure so to comply with such Laws or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges would not materially adversely affect the collectibility of the Receivables or any Transferred Asset or the ability of United Receivables I or any Originator to perform its obligations under the Transaction Documents; provided, however, that the Originators and United Receivables I are not required to comply with the Federal Assignment of Claims Act and other similar applicable Laws, except to the extent set forth in Section 6.2(k).

(b) Reporting Requirements. Provide to the other parties hereto, the Seller and each Agent, periodic financial statements (provided that United Receivables I shall not have any obligation to provide separate financial statements), information and reports as reasonably requested by the other party and provide to the other parties hereto, the Seller and each Agent, such other information (including, to the extent such information is available to United Receivables I or any Originator, or can be obtained or prepared by United Receivables I or any Originator without unreasonable expense, non-financial information) as any other party hereto, the Seller or any Agent may from time to time reasonably request with respect to the Receivables, the Transferred Assets, United Receivables I, any Originator. All such statements, information and reports shall be true, complete and accurate in all material respects.

11 Originator Purchase and Contribution Agreement

(c) Compliance Certificate. Provide to the other parties hereto, the Seller and each Agent, together with the financial statements required hereunder, a compliance certificate signed by each Originator’s and United Receivables I’s chief financial officer stating that (A) the financial statements attached thereto have been prepared in accordance with GAAP and accurately reflect the financial condition of United Receivables I or such Originator and its Subsidiaries, as applicable, and (B) to the best of such Person’s knowledge, no Termination Event, Potential Termination Event, PCA Termination Event or Potential PCA Termination Event exists, or if any Termination Event, Potential Termination Event, PCA Termination Event or Potential PCA Termination Event exists, stating the nature and status thereof and showing the computation of, and showing compliance with, each of the financial ratios and restrictions set forth in Section 6.2(l).

(d) Shareholders Statements and Reports; SEC Filings. Provide to the other parties hereto, the Seller and each Agent, promptly after the sending or filing thereof, copies of all reports that any Originator or United Receivables I sends to any of its securityholders, and copies of all reports and registration statements and annual, quarterly, monthly or other regular reports that any Originator or United Receivables I, or any Subsidiary of any Originator or United Receivables I, files with the Securities and Exchange Commission or any national securities exchange; provided, that upon the filing of any such document of Edgar, the applicable Originator or United Receivables I, as the case may be, shall be deemed to have delivered each such document in accordance with the terms hereof.

(e) Change in Accountants or Accounting Policy. Provide to the other parties hereto, the Seller and each Agent, promptly, notice of any change in the accountants or accounting policy of United Receivables I or any Originator.

(f) Notice of PCA Termination Events, Potential PCA Termination Events, Etc. (A) As soon as possible and in any event within two (2) Business Days after the occurrence of each PCA Termination Event or Potential PCA Termination Event, a statement of the president, chief financial officer or chief accounting officer of the applicable Originator setting forth details of such PCA Termination Event or Potential PCA Termination Event and the action which the Originators have taken and propose to take with respect thereto, which information shall be updated promptly from time to time; (B) immediately after any Originator obtains knowledge thereof, notice of the occurrence of a Trigger Event and a statement of the president, chief financial officer or chief accounting officer of an Originator setting forth details of such Trigger Event, (C) promptly after any Originator obtains knowledge thereof, notice of any litigation, investigation or proceeding that may exist at any time between any Originator and any Person (i) that could reasonably be expected to result in a Material Adverse Effect or any litigation or proceeding relating to any Transaction Document or (ii) in which the amount involved is $5,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought; and (D) promptly after the occurrence thereof, notice of any Material Adverse Effect.

(g) Change in Debt Ratings. Provide to the other parties hereto, the Seller and each Agent, within five (5) days after the date of any change in United Receivables I’s or any Originator’s public or private debt ratings, if any, a written certification of United Receivables I’s or such Originator’s public and private debt ratings after giving effect to any such change.

12 Originator Purchase and Contribution Agreement

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

(i) Change in Account Receivables Codes. Provide to the other parties hereto, the Seller and each Agent, promptly, notice of any change in the account receivable adjustment codes used by United Receivables I or any Originator in its general ledger, or the creation of any new account receivable adjustment codes by United Receivables I or any Originator.

(j) Information for Collection Agent Report. Each Originator shall promptly deliver any information, documents, records or reports with respect to the Transferred Assets that United Receivables I shall be required to deliver in connection with the Collection Agent Report pursuant to Section 2.8 of the Receivables Purchase Agreement.

(k) Separateness. Each Originator and United Receivables I shall operate its business in such a manner that the separate limited liability company, limited partnership or corporate, as applicable, existence of United Receivables I on the one hand, and each of the Originators or any Other Corporation, on the other, would not be disregarded in the event of the bankruptcy or insolvency of an Originator or any Other Corporation and, without limiting the generality of the foregoing, United Receivables I shall cause each of the following to be true at all times:

(i) United Receivables I is a limited purpose limited liability company whose activities are restricted in its limited liability company agreement or operating agreement to activities related to purchasing or otherwise acquiring receivables (including the Receivables) and related assets and rights and conducting any related or incidental business or activities it deems necessary or appropriate to carry out its primary purpose, including entering into agreements like the Transaction Documents;

(ii) United Receivables I conducts its affairs strictly in accordance with its limited liability company agreement or operating agreement and observes all necessary, appropriate and customary limited liability company formalities, including (A) holding duly noticed regular meetings of its board of directors and all special meetings appropriate to authorize all limited liability company action, (B) keeping separate and accurate minutes of such meetings, (C) passing all resolutions or consents necessary to authorize actions taken or to be taken, and (D) maintaining accurate and separate books, records and accounts, including intercompany transaction accounts;

13 Originator Purchase and Contribution Agreement

(iii) other than in accordance with the Existing Deal Documents, United Receivables I has not engaged, and does not presently engage, in any activity other than those activities expressly permitted hereunder and under the other Transaction Documents, nor has United Receivables I entered into any agreement other than this Agreement, the other Transaction Documents to which it is a party, and with the prior written consent of the Investors, the Agent and each Group Agent, any other agreement necessary to carry out more effectively the provisions and purposes hereof or thereof;

(iv) United Receivables I conducts its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations); United Receivables I has stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.

(v) United Receivables I does not direct or participate in the management of any of the Other Corporations’ operations;

(vi) United Receivables I is adequately capitalized in light of its contemplated business;

(vii) United Receivables I provides for its own operating expenses and liabilities from its own funds;

(viii) United Receivables I maintains its assets and transactions separately from those of the Other Corporations and evidences such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations; United Receivables I holds itself out to the public under United Receivables I’s own name as a legal entity separate and distinct from the Other Corporations; United Receivables I has not, and does not presently, hold itself out as having agreed to pay, or as being liable primarily or secondarily for, any obligations of the Other Corporations; and no Affiliate of United Receivables I has been appointed to act as, and no Affiliate of United Receivables I is currently acting as, its agent, except as expressly contemplated by this Agreement, the other Transaction Documents and the Existing Deal Documents;

(ix) other than as expressly permitted hereunder and under the other Transaction Documents, United Receivables I does not maintain any joint account with any Other Corporation, the funds of United Receivables I are not and have not been commingled with those of any Other Corporation and United Receivables I is not liable as a guarantor or otherwise with respect to any Indebtedness or contractual obligation of any Other Corporation;

(x) United Receivables I has not made and is not presently making any payment or distribution of assets with respect to any obligation of any Other Corporation or has not granted, and does not grant, any Adverse Claim on any of its assets to secure any obligation of any Other Corporation;

14 Originator Purchase and Contribution Agreement

(xi) except as expressly permitted hereunder and by the other Transaction Documents, United Receivables I has not and does not make loans, advances or otherwise extend credit to any of the Other Corporations;

(xii) United Receivables I has bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations;

(xiii) other than as set forth in the Existing Deal Documents and in connection with the transactions effected thereby, United Receivables I has not engaged in, and does not engage in, any transaction with any of the Other Corporations, except as permitted by this Agreement and as contemplated by the other Transaction Documents and all material transactions between United Receivables I and any Other Corporation are made on an arm’s-length basis;

(xiv) to the extent that United Receivables I contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing are fairly allocated to or among United Receivables I and such Persons for whose benefit the goods and services are provided, and each of United Receivables I and each such entity bears its fair share of such costs;

(xv) all decisions with respect to its business and daily operations are independently made by United Receivables I (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of United Receivables I) and are not dictated by any Affiliate of United Receivables I (it being understood that the Collection Agent, which is an Affiliate of United Receivables I, will undertake and perform all of the operations, functions and obligations of it set forth herein and in the other Transaction Documents and it may, to the limited extent permitted under the Transaction Documents, appoint sub-agents, which may be Affiliates of United Receivables I, to perform certain of such operations, functions and obligations);

(xvi) no Other Corporation advances funds to United Receivables I and no Other Corporation otherwise supplies funds to, or guaranties debts of, United Receivables I, in each case other than as expressly set forth herein and in the other Transaction Documents; provided, however, that an Other Corporation may provide funds to United Receivables I in connection with the capitalization of United Receivables I;

(xvii) United Receivables I shall at all times maintain at least two independent directors, each of whom (w) is not currently and has not been during the five years preceding the date of the Agreement a member, officer, director, employee or associate of, or any relative of the foregoing, or a major vendor or supplier of services to, any Other Corporation, (x) is not a current or former officer or employee of United Receivables I, (y) does not directly or indirectly own any class of voting stock of any Other Corporation or any of their respective Affiliates; provided, that the ownership of up to 5% of any class of stock (other than a limited liability company interest in United

15 Originator Purchase and Contribution Agreement

Receivables I) listed on a national stock exchange shall not prevent an individual from meeting the requirements of this clause (xvii)) and (z) is otherwise reasonably acceptable to the Investors and the Agent;

(xviii) the limited liability company agreement or operating agreement of United Receivables I requires the affirmative vote of the independent directors before a voluntary petition under Section 301 of the Bankruptcy Code may be filed by United Receivables I, and United Receivables I to maintain correct and complete books and records of account and minutes of the meetings and other proceedings of its members and board of directors;

(xix) United Receivables I has complied with, and currently complies with (and causes to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to Section 5.1(q) of the Receivables Purchase Agreement;

SECTION 6.2 Affirmative Covenants of the Originators. At all times prior to the Final Payout Date:

(a) Conduct of Business; Ownership. Each Originator shall, and shall cause each of its Subsidiaries to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly organized, validly existing and in good standing as a domestic corporation or limited partnership, as applicable, in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted. URNA shall cause United Receivables I to at all times be a wholly-owned Subsidiary of URNA.

(b) Furnishing of Information and Inspection of Records Each Originator shall furnish to United Receivables I, the Seller, the Agent, and each Group Agent from time to time such information with respect to the Transferred Assets as the Seller, the Agent or any Group Agent may reasonably request, including listings identifying the Obligor and the Unpaid Balance for each Receivable; provided, that, unless a Termination Event or Potential Termination Event shall have occurred and be continuing, no Originator shall be obligated to provide such information more often than quarterly. Each Originator shall, at any time and from time to time during regular business hours, as reasonably requested by United Receivables I, the Agent or any Group Agent (provided that no such reasonableness standard shall apply if a Termination Event or Potential Termination Event shall have occurred and be continuing), permit United Receivables I, the Agent or any Group Agent, or their respective agents or representatives, (i) to examine and make copies of and take abstracts from all books, records and documents (including computer tapes and disks) relating to the Receivables or other Transferred Assets, including the related Contracts and (ii) to visit the offices and properties of United Receivable I or the Originators or the Collection Agent, as applicable, for the purpose of examining such materials described in clause (i), and to discuss matters relating to the Transferred Assets or United Receivable I’s, the Originators’ or the Collection Agent’s performance hereunder, under the Contracts and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of United Receivables I, the Originators or the Collection Agent, as applicable, having knowledge of such matters.

16 Originator Purchase and Contribution Agreement

(c) Keeping of Records and Books of Account. Each Originator shall maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, computer tapes, disks, records and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Each Originator shall give United Receivables I, the Seller, the Agent, each Group Agent and the Collection Agent prompt notice of any material change in its administrative and operating procedures referred to in the previous sentence.

(d) Performance and Compliance with Receivables and Contracts and Credit and Collection Policy. Each Originator shall, at its own expense, (i) timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables; and (ii) timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(e) Notice of Agent’s Interest. In the event any Originator shall sell or otherwise transfer any interest in accounts receivable or any other financial assets related to such accounts receivable (other than as contemplated by the Transaction Documents), any computer tapes or files or other documents or instruments provided by the Originator in connection with any such sale or transfer shall disclose the Agent’s ownership of the Receivables and other Transferred Assets and the Agent’s interest therein (as an assignee of United Receivables I and the Seller).

(f) Collections. Each Originator shall instruct all Obligors to cause all Collections to be deposited directly into a Lock-box Account or to post office boxes to which only Lock-box Account Banks have access and shall cause all items and amounts relating to such Collections received in such post office boxes to be removed and deposited into a Lock-box Account on a daily basis.

(g) Collections Received. Each Originator shall hold in trust and deposit immediately, but in any event not later than one (1) Business Day of its receipt thereof, to a Blocked Account or a Lock-box Account or, if required by Section 2.9 or Section 6.1(j) of the Receivables Purchase Agreement, to a Collection Account, all Collections received by it from time to time.

(h) Lock-box Accounts and Blocked Accounts. Each Blocked Account shall at all times be subject to a Blocked Account Agreement and each Lock-box Account shall at all times be subject to a Lock-box Account Agreement.

(i) Sale Treatment. The Originators shall not account for (including for accounting and tax purposes), or otherwise treat, the transactions contemplated hereby in any manner other than as a sale of Transferred Assets by the applicable Originator to United Receivables I (or, in the case of URNA, as a sale or capital contribution to United Receivables I). In addition, each Originator shall disclose (in a footnote or otherwise) in all of its financial statements (including any such financial statements consolidated with any other Persons’ financial statements) the

17 Originator Purchase and Contribution Agreement

existence and nature of the transaction contemplated hereby and the interest of United Receivables I in the Transferred Assets.

(j) Ownership Interest, Etc. Each Originator shall, at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable ownership or security interest in the Receivables, the Related Security and proceeds with respect thereto, and a first priority perfected security interest in the Transferred Assets, in each case free and clear of any Adverse Claim, in favor of United Receivables I, including taking such action to perfect, protect or more fully evidence the interest of United Receivables I, as United Receivables I may reasonably request; provided, that the perfected ownership or security interest of United Receivables I in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, further, that the perfected ownership or security interest of United Receivables I in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof.

(k) Federal Assignment of Claims Act. At any time that a Termination Event has occurred and is continuing each Originator shall, upon the request of United Receivables I, comply fully with the Federal Assignment of Claims Act and other similar applicable Laws with respect to any assignment of Receivables.

(l) Financial Covenants. Each Originator shall cause the Collection Agent to comply with the financial covenants set forth on Schedule VI at the times set forth therein.

SECTION 6.3 Negative Covenants of the Originators. At all times from the date hereof to the Final Payout Date:

(a) Sales, Liens, etc. Except as otherwise provided herein, in the Seller Purchase and Contribution Agreement and in the Receivables Purchase Agreement, no Originator shall, nor shall it permit any of its Subsidiaries to, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (or the filing of any financing statement) any of the Transferred Assets.

(b) No Extension or Amendment of Receivables. Except as otherwise permitted in Section 7.2 of the Receivables Purchase Agreement at any time when an Originator is the Servicer, no Originator shall extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

(c) No Change in Business or Credit and Collection Policy. No Originator shall make any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, (i) materially adversely affect the collectibility of any Receivable or otherwise have a Material Adverse Effect, (ii) materially adversely effect the interests of United Receivables I or any Secured Party in its capacity as a Security Party under the Transaction Documents (provided, that the determination as to whether or not there would be or has been any materially adversely effect on any Secured Party shall be made by such Secured Party in its sole and absolute discretion) or (iii) cause the Credit and Collection Policy to be less restrictive than it was prior to such change. In the event that any Originator makes any material change to the

18 Originator Purchase and Contribution Agreement

Credit and Collection Policy that is not prohibited by the preceding sentence, it shall, no later than three (3) Business Days prior to the effectiveness of such change, provide United Receivables I, the Seller, the Agent and each Group Agent with an updated Credit and Collection Policy and a written summary of all material changes.

(d) Change in Payment Instructions to Obligors; Amendment to Blocked Account Agreements or Lock-box Account Agreements. No Originator shall add or terminate any bank as a Lock-box Account Bank or any account as a Lock-box Account to or from those listed on Schedule 4.1(l) to the Receivables Purchase Agreement or make any change in its instructions to Obligors regarding payments to be made to any Lock-box Account, unless (i) such instructions are to deposit such payments to another existing Lock-box Account or to a Collection Account in accordance with Section 2.9 of the Receivables Purchase Agreement or (ii) United Receivables I, the Seller, the Agent and each Group Agent shall have received written notice of such addition, termination or change at least ten (10) Business Days prior thereto and the Agent shall have received a Lock-box Account Agreement executed by each new Lock-box Account Bank or an existing Lock-box Account Bank with respect to each new Lock-box Account. No Originator shall add or terminate any bank as a Blocked Account Bank or any account as a Blocked Account to or from those listed on Schedule 4.1(k) to the Receivables Purchase Agreement, unless (i) United Receivables I, the Seller, the Agent and each Group Agent shall have received written notice of such addition, termination or change at least ten (10) Business Days prior thereto and the Agent shall have received a Blocked Account Agreement executed by each new Blocked Account Bank or an existing Blocked Account Bank with respect to each new Blocked Account. No Originator will permit any provision of any Lock-box Account Agreement or Blocked Account Agreement to be changed, amended, modified or waived without the prior written consent of the Agents.

(e) Deposits to Lock-Box Accounts. No Originator shall deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-box Account, Blocked Account or the Collection Account cash or cash proceeds other than Collections and, to the limited extent permitted herein, Identifiable Combined Assets.

(f) Change of Name, Etc. No Originator shall change its name, identity, structure (including a merger) or jurisdiction of organization or any other change which could render any UCC financing statement filed in connection with this Agreement or any other Transaction Document to become “seriously misleading” under the UCC, unless at least ten (10) Business Days prior to the effective date of any such change the applicable Originator delivers to United Receivables I and the Agent (i) such documents, instruments or agreements, prepared at such Originator’s expense and executed by the applicable Originator as are necessary to reflect such change and to continue the perfection of United Receivables I or the Agent’s, as applicable, ownership interests or security interests in the Transferred Assets or as are reasonably requested by United Receivables I or the Agent in connection with such change and (ii) to the extent deemed necessary, desirable or appropriate by United Receivables I or the Agent, new or amended Lock-box Account Agreements and Blocked Account Agreements executed by the Lock-box Account Banks and Blocked Account Banks which reflect such change and enable the Agent to continue to exercise its rights contained in Section 7.3.

19 Originator Purchase and Contribution Agreement

(g) Amendment to Parent Undertaking Agreement. No Originator shall amend, modify, or supplement the Parent Undertaking Agreement or waive any provision thereof, without giving prior written notice to United Receivables I, the Seller, each Agent and, if any such amendment, supplement, waiver or modification is material, without in each case the prior written consent of United Receivables I, the Seller and each Agent; nor shall any Originator take any other action under the Parent Undertaking Agreement that could reasonably be expected to have a Material Adverse Effect or which is inconsistent with the terms of this Agreement.

(h) Sales of Transferred Assets. No Originator shall sell any Transferred Asset other than through, under, and pursuant to the terms hereof.

ARTICLE VII

TERM AND TERMINATION

SECTION 7.1 Term. This Agreement shall commence as of the Closing Date and shall continue in full force and effect until the earliest of (a) the date after the Termination Date designated by United Receivables I or the Originators as the termination date at any time following thirty (30) day’s written notice to the other, the Seller and the Agent, (b) the date following the date on which United Receivables I declares, by notice to each Originator, the Seller and the Agent, the Purchase Termination Date to have occurred following the occurrence of a PCA Termination Event pursuant to Section 7.3, (c) the date on which any Event of Bankruptcy with respect to United Receivables I, the Seller, the Parent or any Originator occurs (any such date being a “Purchase Termination Date”); provided, however, that the occurrence of the Purchase Termination Date pursuant to this Section 7.1 shall not discharge any Person from any obligations incurred prior to the Purchase Termination Date, including any obligations to make any payments with respect to the interest of United Receivables I in any Transferred Asset sold prior to the Purchase Termination Date; provided, further, that (i) the rights and remedies of United Receivables I with respect to any representation and warranty made or deemed to be made by any Originator pursuant to this Agreement, (ii) the indemnification and payment provisions of Article VIII, and (iii) the agreements set forth in Sections 2.2, 2.3, 2.4 and 9.11 shall survive any termination of this Agreement.

SECTION 7.2 Effect of Purchase Termination Date. Following the occurrence of the Purchase Termination Date pursuant to Section 7.1, the Originators shall not sell, and United Receivables I shall not purchase, any Transferred Assets. No termination or rejection or failure to assume the executory obligations of this Agreement in any Event of Bankruptcy with respect to any Originator or United Receivables I shall be deemed to impair or affect the obligations pertaining to any executed sale or executed obligations, including pre-termination breaches of representations and warranties by any Originator or United Receivables I. Without limiting the foregoing, prior to the Purchase Termination Date, the failure of any Originator to deliver computer records of any Transferred Assets or any reports regarding any Transferred Assets shall not render such transfer or obligation executory, nor shall the continued duties of the parties pursuant to Article IV or Section 8.1 of this Agreement render an executed sale executory.

20 Originator Purchase and Contribution Agreement

SECTION 7.3 PCA Termination Events. The occurrence of any one or more of the following events shall constitute a “PCA Termination Event”:

(a) Any Originator (i) shall fail to make any payment, transfer or deposit required to be made by it hereunder or under any other Transaction Document when due (or, in the case of a default in payment of an amount less than $10,000 resulting solely from an administrative error or omission by an Originator, such default continues for a period of one (1) Business Day) or (ii) shall fail to observe or perform any other term, covenant or agreement hereunder or under any of the other Transaction Documents to which such Originator is a party or by which such Originator is bound, and such failure shall remain unremedied for ten (10) days after written notice thereof shall have been given to the such Originator by United Receivables I or any Agent; or

(b) any representation, warranty, certification or statement made or deemed made by any Originator in this Agreement or any other Transaction Document to which it is a party or in any other information, report or document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made or delivered; or

(c) there shall have occurred any material adverse change in the operations of any Originator since March 31, 2003 or any other Material Adverse Effect shall have occurred; or

(d) the amount of purchase price payable pursuant to Section 3.1(b) on the date of any purchase hereunder, minus the amount of such purchase price paid in cash on such day exceeds the Unpaid Balance of Receivables that URNA contributes to United Receivables I on such day; provided that such event shall not constitute a PCA Termination Event if on such day URNA, makes a capital contribution to United Receivables I in cash in the amount of such excess; or

(e) any material provision of this Agreement or any other Transaction Document to which any Originator is a party shall cease to be in full force and effect or shall cease to be a legal, valid and binding obligation of such Originator, as applicable, or any Originator shall so state in writing.

SECTION 7.4 Remedies. Upon any such event, United Receivables I may, by notice to the Originators, declare the Purchase Termination Date to have occurred (in which case the Purchase Termination Date shall be deemed to have occurred) or designate a date to be the Purchase Termination Date. Upon any such declaration or designation, United Receivables I shall have, in addition to the rights and remedies under this Agreement, all other rights and remedies with respect to the Transferred Assets provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.1 Indemnities by the Originators. Without limiting any other rights which the Originator Indemnified Parties may have hereunder or under applicable law, the Originators each hereby jointly and severally agree to indemnify United Receivables I and its successors, transferees and assigns and all officers, directors, shareholders, controlling persons,

21 Originator Purchase and Contribution Agreement

employees, counsel and other agents of any of the foregoing (collectively, “Originator Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between any Originator and any of the Originator Indemnified Parties or between any of the Originator Indemnified Parties and any third party arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by United Receivables I or any other Originator Indemnified Party of any interest in any Transferred Asset or any of the other transactions contemplated hereby or thereby, or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by United Receivables I or any other Originator Indemnified Party of any interest in any Transferred Asset or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Originator Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Originator Indemnified Party, (ii) Originator Indemnified Amounts in respect of any franchise, net income or other income tax imposed on such Originator Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located or in which it is organized and any political subdivision thereof, and (iii) Originator Indemnified Amounts that would provide recourse to the Originator for amounts due in respect of Receivables that are uncollectable solely due to the Obligor’s financial inability to pay or credit default with respect thereto. Without limiting the generality of the foregoing, and subject to the exclusions set forth in the preceding sentence, the Originator shall indemnify each Originator Indemnified Party for Originator Indemnified Amounts relating to or resulting from:

(a) any representation or warranty made by any Originator (including any Originator or any of its Affiliates in the capacity as the Collection Agent) or any officers of any Originator (including, in its capacity as the Collection Agent or any Affiliate of any Originator acting as Collection Agent) under or in connection with this Agreement, the Receivables Purchase Agreement, any of the other Transaction Documents, any Collection Agent Report or any other information or report delivered by any Originator pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or deemed made;

(b) the failure by any Originator (including, in its capacity as the Collection Agent or any Affiliate of any Originator acting as Collection Agent) to comply with any applicable Law with respect to any Transferred Asset or the related Contract, or the nonconformity of any Transferred Asset or the related Contract with any such applicable Law or the transfer or sale of any Transferred Asset in violation of applicable Law;

(c) the failure to vest and maintain vested in United Receivables I a first priority, perfected ownership interest in the Transferred Assets free and clear of any Adverse Claim;

(d) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Transferred Assets;

22 Originator Purchase and Contribution Agreement

(e) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables or the related Contracts restricting assignment of any Receivables;

(f) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable;

(g) the transfer of an interest in any Receivable other than an Eligible Receivable;

(h) the failure by any Originator to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties or obligations under the Receivables or related Contracts;

(i) the Net Investment exceeding the Net Receivables Pool Balance, minus the Required Reserves at any time prior to the Termination Date;

(j) the failure of any Originator to pay when due any sales, excise or personal property taxes payable in connection with any of the Receivables;

(k) any repayment by any Originator Indemnified Party of any amount previously distributed in reduction of Net Investment which such Originator Indemnified Party believes in good faith is required to be made;

(l) except as expressly set forth in the Transaction Documents, the commingling by any Originator of Collections of Receivables at any time with any other funds;

(m) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of any purchase of any Transferred Asset by any Originator, the ownership of the Transferred Assets (excluding any collection costs of the Agent, any Group Agent or the Investors where the Obligor is financially unable to pay);

(n) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the applicable Originator to qualify to do business or file any notice of business activity report or any similar report;

(o) any attempt by any Person to void, rescind or set-aside any transfer by an Originator to United Receivables I of any Transferred Asset under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code or other insolvency law;

(p) any action taken by any Originator in the enforcement or collection of any Receivable;

23 Originator Purchase and Contribution Agreement

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

(r) the transactions contemplated hereby being characterized as other than debt for the purposes of the Code; or

(s) any and all amounts paid or payable by United Receivables I pursuant to the Seller Purchase and Contribution Agreement.

ARTICLE IX

MISCELLANEOUS PROVISIONS

SECTION 9.1 Waivers; Amendments. (a) No failure or delay on the part of United Receivables I in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law.

(b) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by United Receivables I and each Originator and consented to in writing by the Agents.

SECTION 9.2 Notices. All communications and notices provided for hereunder shall be provided in the manner described in Section 11.3 of the Receivables Purchase Agreement.

SECTION 9.3 Governing Law. THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND OTHER THAN LAWS RELATING TO THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTON AND PRIORITY OF SECURITY INTERESTS). EACH ORIGINATOR AND UNITED RECEIVABLES I HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH ORIGINATOR AND UNITED RECEIVABLES I HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN

24 Originator Purchase and Contribution Agreement

THIS SECTION 9.3 SHALL AFFECT THE RIGHT OF ANY PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST ANY ORIGINATOR OR UNITED RECEIVABLES I.

SECTION 9.4 Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

SECTION 9.5 Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions.

SECTION 9.6 Counterparts; Facsimile Delivery. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery by facsimile of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof.

SECTION 9.7 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall also inure to the benefit of the parties to the Seller Purchase and Contribution Agreement and the Receivables Purchase Agreement and their respective successors and assigns. No Originator may assign its rights or obligations hereunder without the prior written consent of United Receivables I and the Agents. Each Originator acknowledges that United Receivables I’s rights under this Agreement may be assigned to the Seller under the Seller Purchase and Contribution Agreement and that such rights may, in turn, be assigned to the Agent, on behalf of the Investors, under the Receivables Purchase Agreement and each Originator consents to such assignments and to the exercise of those rights directly by United Receivables I, to the extent permitted by the Seller Purchase and Contribution Agreement and the Receivables Purchase Agreement.

SECTION 9.8 Costs, Expenses and Taxes. In addition to its obligations under Section 8.1, each Originator agrees, jointly and severally, to pay on demand (a) all costs and expenses incurred by United Receivables I and its assigns in connection with the enforcement of, or any actual or claimed breach of, this Agreement, including the reasonable fees and expenses of counsel to any of such Persons incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under this Agreement in connection with any of the foregoing and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement.

SECTION 9.9 Waiver of Confidentiality. (a) Each of the Originators and United Receivables I hereby consents to the disclosure of any non-public information with respect to it received by the Seller, any Agent, any Investor or any Administrator to any other Investor or potential Investor, any Agent, any Administrator, any nationally recognized statistical rating organization rating any Conduit Investor’s Commercial Paper, any regulatory body or reinsurer, any dealer or placement agent of or depositary for any Conduit Investor’s Commercial Paper, the

25 Originator Purchase and Contribution Agreement

Administrator, any Support Facility Provider or any of such Person’s counsel or accountants in relation to this Agreement or any other Transaction Document.

(b) Notwithstanding paragraph (a) above, United Receivables I hereby agrees that, in the event it receives any written non-public information from any Originator that is clearly marked on the cover thereof as being confidential or proprietary, such Person will use reasonable efforts to inform any third party to whom such Person provides such information that such information is confidential or proprietary; provided, that United Receivables I shall not have any liability as a result of this Section 9.9(b), for any failure to so inform any Persons of the confidential or proprietary nature of such information or in any way arising out of the confidential or proprietary nature of such information.

SECTION 9.10 Confidentiality Agreement.

(a) Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each party hereto (and each employee, representative or other agent of each party hereto) may disclose to any and all Persons, without limitation of any kind, any information with respect to the United States federal income “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such parties (or their representatives) relating to such tax treatment and tax structure; provided that, with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transactions contemplated hereby as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal income tax treatment or tax structure of the transactions contemplated hereby.

(b) Subject to paragraph (a) above and except as otherwise provided herein, each of the Originators and United Receivables I hereby agrees that it will not disclose the contents of this Agreement or any other Transaction Document or any other proprietary or confidential information of or with respect to any Investor, any Agent, any Administrator or any Support Facility Provider to any other Person except (a) its auditors and attorneys, employees or financial advisors (other than any commercial bank) and any nationally recognized statistical rating organization, provided such auditors, attorneys, employees, financial advisors or rating agencies are informed of the highly confidential nature of such information or (b) as otherwise required by order of a court of competent jurisdiction or by applicable law (including, without limitation, filings required under the Securities Exchange Act of 1934; provided that United Receivables I and each of the Originators may file with the Securities and Exchange Commission such information if it so determines that such information should be filed; provided, further, that neither United Receivables I nor any Originator shall be authorized to file any fee letter or any other document that contains pricing or fee information regarding the transaction contemplated hereby (it being understood by the parties hereto for purposes of this Section 9.10(b) that this Agreement does not contain any such pricing or fee information)).

SECTION 9.11 No Proceedings; Limited Recourse. Each Originator covenants and agrees, for the benefit of the parties to the Seller Purchase and Contribution Agreement and the

26 Originator Purchase and Contribution Agreement

Receivables Purchase Agreement, that it shall not institute against United Receivables I, or join any other Person in instituting against United Receivables I, any proceeding of a type referred to in the definition of Event of Bankruptcy until one year and one day after the Final Payout Date. In addition, all amounts payable by United Receivables I to the Originators pursuant to this Agreement shall be payable solely from funds available for that purpose pursuant to the Seller Purchase and Contribution Agreement.

SECTION 9.12 Further Assurances. Each Originator and United Receivables I each agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other parties more fully to effect the purposes of this Agreement.

[SIGNATURES FOLLOW]

27 Originator Purchase and Contribution Agreement

IN WITNESS WHEREOF, United Receivables I and the Originators have caused this Purchase and Contribution Agreement to be duly executed by their respective officers as of the day and year first above written.

UNITED RENTALS (NORTH AMERICA), INC.
By:
	Name:
	Title:
UNITED RENTALS NORTHWEST, INC.
By:
	Name:
	Title:
UNITED RENTALS SOUTHEAST, L.P.
By:
	Name:
	Title:
UNITED EQUIPMENT RENTALS GULF, L.P.
By:
	Name:
	Title:
UNITED RENTALS RECEIVABLES LLC I
By:
	Name:
	Title:

S-1 Originator Purchase and Contribution Agreement

SCHEDULE I

ORIGINATOR INFORMATION

SCHEDULE II

LOCK-BOX ACCOUNT BANKS AND ACCOUNT INFORMATION

SCHEDULE III

BLOCKED ACCOUNT BANKS AND ACCOUNT INFORMATION

EX-31.(A)

EXHIBIT 31(a)

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 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

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

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b. Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

August 14, 2003

/S/    BRADLEY S. JACOBS

Bradley S. Jacobs

Chief Executive Officer

EX-31.(B)

EXHIBIT 31(b)

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 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

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

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b. Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

August 14, 2003

/S/    JOHN N. MILNE

John N. Milne

President and Chief Financial Officer

EX-32.(A)

EXHIBIT 32(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 June 30, 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.

August 14, 2003

/S/    BRADLEY S. JACOBS

Bradley S. Jacobs

Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Companies and will be retained by the Companies and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.(B)

EXHIBIT 32(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 June 30, 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.

August 14, 2003

/S/    JOHN N. MILNE

John N. Milne

President and Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Companies and will be retained by the Companies and furnished to the Securities and Exchange Commission or its staff upon request.