Exhibit 10.2






PURCHASE AGREEMENT


among


UNITED RENTALS, INC.


and


APOLLO INVESTMENT FUND IV, L.P.

APOLLO OVERSEAS PARTNERS IV, L.P.

J.P. MORGAN PARTNERS (BHCA), L.P.


Dated as of June 10, 2008






TABLE OF CONTENTS


	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	



	
ARTICLE I Purchase and Sale

	
 

	
1


	
1.1. Authorization
  of the Notes

	
 

	
1


	
1.2. Purchase of
  the Preferred Stock and Sale of the Notes

	
 

	
2


	
ARTICLE II Closing and Closing Deliveries

	
 

	
2


	
2.1. Closing

	
 

	
2


	
2.2. Deliveries at
  the Closing

	
 

	
2


	
ARTICLE III Representations and Warranties of Purchaser

	
 

	
3


	
3.1. Organization
  and Corporate Power

	
 

	
3


	
3.2. Ownership of
  Notes

	
 

	
3


	
3.3. Authorization;
  No Breach

	
 

	
3


	
3.4. Purchaser
  Information

	
 

	
4


	
3.5. Tender Offer
  and Financing

	
 

	
4


	
3.6. Other

	
 

	
4


	
ARTICLE IV Representations and Warranties of Sellers

	
 

	
4


	
4.1. Organization
  and Corporate Power

	
 

	
4


	
4.2. Ownership of
  Securities

	
 

	
5


	
4.3. Authorization;
  No Breach

	
 

	
5


	
4.4. Purchase for
  Investment

	
 

	
5


	
4.5. Accredited
  Investor

	
 

	
5


	
4.6. ERISA

	
 

	
6


	
ARTICLE V Covenants

	
 

	
6


	
5.1.
Standstill

	
 

	
6


	
5.2.
  Confidentiality

	
 

	
7


	
5.3. Continuation
  of D&O Insurance and Indemnification

	
 

	
7


	
5.4. No Tender of
  Common Stock

	
 

	
7


	
5.5. ERISA

	
 

	
8


	
5.6. Tax

	
 

	
8


	
5.7. Further
  Assurances

	
 

	
8


	
ARTICLE VI EXPENSES, ETC.

	
 

	
8


	
6.1. Transaction
  Expenses

	
 

	
8











	
 

	
 

	
 


	
6.2. Survival

	
 

	
8


	
ARTICLE VII Miscellaneous

	
 

	
8


	
7.1. Entire
  Agreement; Consent to Amendments and Assignments

	
 

	
8


	
7.2. Survival of
  Representations and Warranties

	
 

	
9


	
7.3. Successors and
  Assigns

	
 

	
9


	
7.4.
Severability

	
 

	
9


	
7.5. Counterparts;
  Facsimile and Email Transmission

	
 

	
9


	
7.6. Descriptive
  Headings; Interpretations

	
 

	
9


	
7.7. Governing
Law

	
 

	
9


	
7.8. Notices

	
 

	
10


	
7.9. Third Party
  Rights

	
 

	
11


	
7.10.
  Interpretation

	
 

	
11


	
7.11.
Definitions

	
 

	
11





Schedule A –
Ownership of Preferred Stock


Exhibit A –
Form of Indenture


Exhibit B –
Form of Registration Rights Agreement








PURCHASE
AGREEMENT


                    This
PURCHASE AGREEMENT (“Agreement”) is made as of June 10, 2008, between
UNITED RENTALS, INC., a Delaware corporation (“Purchaser”), and APOLLO
INVESTMENT FUND IV, L.P. and APOLLO OVERSEAS PARTNERS IV, L.P. (collectively,
the “Apollo Sellers”) and J.P. MORGAN PARTNERS (BHCA), L.P. (the “Chase
Seller”; and collectively with the Apollo Sellers, the “Sellers”).
Except as otherwise indicated herein, capitalized terms used herein are defined
in Section 7.11 below.


Recitals


                    A.
The Apollo Sellers own 300,000 shares of Purchaser’s Series C Perpetual
Convertible Preferred Stock, par value $.01 per share (the “Series C
Preferred Stock”) and 100,000 shares of Purchaser’s Series D-1 Perpetual
Convertible Preferred Stock, par value $.01 per share (the “Series D-1
Preferred Stock”). 


                    B.
The Chase Seller owns 5,252 shares of the Series D-1 Preferred Stock and 44,748
shares of Purchaser’s Series D-2 Perpetual Convertible Preferred Stock, par value
$.01 per share (the “Series D-2 Preferred Stock”; and collectively, with
the Series D-1 Preferred Stock and Series C Preferred Stock, the “Preferred
Stock”).


                    C.
The Preferred Stock owned by the Sellers represents all of the issued and
outstanding Preferred Stock.


                    D.
Upon the terms and conditions set forth herein, Purchaser has agreed to
purchase from the Sellers the Preferred Stock, the terms of which restrict
Purchaser from, among other things, paying or making certain extraordinary
dividends, including any repurchases of shares of Purchaser’s common stock, par
value $.01 per share (the “Common Stock”) to the extent such repurchases exceed
7.5% of Purchaser’s market capitalization, without the consent of the holders
of the Preferred Stock, and the Sellers have agreed to sell the Preferred Stock
to Purchaser. 


                    E.
Purchaser has elected to satisfy a portion of the purchase price of the
Preferred Stock by issuing and delivering Notes (as defined below) to the
Sellers and the Sellers have agreed to accept such Notes as part of the
consideration for the Preferred Stock on the terms and conditions set forth
herein. 


                    NOW
THEREFORE, in consideration of the mutual promises and covenants contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto covenant and agree as
follows:


ARTICLE I 

PURCHASE AND SALE


                    1.1. Authorization of the Notes. Purchaser hereby
authorizes the issue and sale of up to $425,000,000 aggregate principal amount
of its 14% Senior Notes due 2014, Series A (the “Notes”). As used
herein, the term “Notes” includes all notes originally issued under an
indenture (the “Indenture”) between Purchaser and The Bank of New York,
as Trustee (the “Trustee”), such Indenture, dated as of the Closing Date
(as defined below), in the form attached hereto as Exhibit A.






2


                    1.2. Purchase of the Preferred Stock and Sale of the
Notes. Subject to the terms and conditions of this Agreement, Purchaser
agrees to purchase and each Seller agrees to sell the Preferred Stock specified
opposite such Seller’s name in Schedule A for $612,164,938 in the
aggregate (with $383,334,000 of such amount being payable in Notes) in the case
of the Apollo Sellers and for $66,539,668 in the aggregate (with $41,666,000 of
such amount being payable in Notes) in the case of the Chase Seller (such
transactions, including the issue and sale of Notes pursuant hereto, the “Purchase
and Sale”). 


ARTICLE II

CLOSING AND CLOSING DELIVERIES


                    2.1. Closing. The closing of the Purchase and Sale
(the “Closing”) shall take place at the offices of Simpson Thacher &
Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m. (or
such earlier time as the parties may agree) on the date hereof (the “Closing
Date”) and simultaneously with the execution and delivery of this
Agreement.


                    2.2. Deliveries at the Closing. 


                    (a)
Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver
the following: 


	
 

	
 


	
 

	
          (i)
 to each Seller (x) the amount of cash (to be paid by wire transfer in
 immediately available funds to a bank account designated by such Seller)
 specified opposite such Seller’s name under the column titled “Cash
 Consideration” in Schedule A and (y) the applicable principal amount
 of Notes specified opposite such Seller’s name under the column titled
 “Principal Amount of Notes” in Schedule A, such Notes having been
 designated a Private Placement number issued by Standard & Poor’s CUSIP
 Service Bureau (in cooperation with the Securities Valuation Office of the
 National Association of Insurance Commissioners); 


	
 

	
 


	
 

	
          (ii)
 the Registration Rights Agreement executed by Purchaser;


	
 

	
 


	
 

	
          (iii)
 the Indenture executed by each party thereto; 


	
 

	
 


	
 

	
          (iv)
 the same solvency assurances that Purchaser delivered to the lenders
 providing the Financing, but addressed to and for the benefit of the Sellers;
 and


	
 

	
 


	
 

	
          (v)
 a certificate executed by a duly authorized executive officer of Purchaser
 dated as of the Closing Date, certifying that the representations and
 warranties contained in Article III hereof are true and correct as of the
 Closing Date. 










3


                    (b)
Closing Deliveries by Sellers. At the Closing, each Seller shall deliver
the following: 


	
 

	
 


	
 

	
          (i)
 certificates representing the number and class of shares of Preferred Stock
 specified opposite such Seller’s name in the columns titled “Number of
 Shares” and “Class” in Schedule A, accompanied by stock powers
 endorsed to Purchaser; 


	
 

	
 


	
 

	
          (ii)
 the Registration Rights Agreement executed by such Seller;


	
 

	
 


	
 

	
          (iii)
 in the case of the Apollo Sellers, resignation letters in form and substance
 reasonably satisfactory to Purchaser evidencing the resignations of each
 director on Purchaser’s board of directors that was nominated by an Apollo
 Seller or its affiliate (collectively, the “Apollo Directors”); and


	
 

	
 


	
 

	
          (iv)
 a certificate executed by a duly authorized executive officer of such Seller
 (or with respect to the Chase Seller, a duly authorized attorney-in-fact)
 dated as of the Closing Date, certifying that the representations and
 warranties contained in Article IV hereof are true and correct as of the
 Closing Date. 





ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PURCHASER


                    As
a material inducement to Sellers to enter into this Agreement, sell the Preferred
Stock and purchase the Notes, Purchaser hereby represents and warrants to each
Seller that:


                    3.1. Organization and Corporate Power. Purchaser is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. Purchaser has all requisite corporate power and
authority, and any material licenses, permits and authorizations necessary to
own and operate its properties, to enter into this Agreement, the Indenture,
the Registration Rights Agreement and the Notes and to carry on its business as
now conducted except where the failure to be so licensed, qualified or in good
standing would not have a Material Adverse Effect.


                    3.2. Ownership of Notes. The Notes are free and
clear of any and all mortgages, pledges, security interests, liens or other
encumbrances or charges of any kind.


                    3.3. Authorization; No Breach.


                    (a)
Purchaser has duly authorized the execution, delivery and performance of this
Agreement, the Indenture, the Registration Rights Agreement and the Notes. Each
of this Agreement, the Indenture, the Registration Rights Agreement and the
Notes has been duly executed and delivered by Purchaser and constitutes a
legal, valid and binding obligation of Purchaser, enforceable in accordance
with its terms, subject to the availability of equitable remedies and to the
laws of bankruptcy and other similar laws affecting creditors’ rights
generally.






4


                    (b)
The execution, delivery and performance by Purchaser of this Agreement, the
Indenture, the Registration Rights Agreement and the Notes do not (i) conflict
with or result in a breach of the terms, conditions or provisions of or (ii)
constitute a default under, or result in a violation of, or require any
authorization, consent, approval, exemption or other action by or notice to any
court or administrative or governmental body (other than the Securities and
Exchange Commission in connection with the Registration Rights Agreement)
pursuant to, (A) any law, statute, rule or regulation to which Purchaser is
subject, (B) any formation or other organizational document of Purchaser or (C)
any agreement, instrument, order, judgment or decree to which Purchaser is a
party or by which it is bound, except, in the case of clauses (A) and (C)
above, for any such conflict, breach, default, violation, required action or
notification that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


                    3.4. Purchaser Information. An accurate and complete
copy of each report and definitive proxy statement filed with or furnished to
the Securities and Exchange Commission by Purchaser or any of its Subsidiaries
pursuant to the Securities Act or the Exchange Act since January 1, 2008 (the “Purchaser
SEC Reports”) is publicly available. No such Purchaser SEC Report, at the
time filed or furnished (and, in the case of proxy statements, on the dates of
the relevant meetings), contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary
in order to make the statements made therein, in light of the circumstances in
which they were made, not misleading, except that subsequently filed or
furnished Purchaser SEC Reports as of a later date (but filed or furnished
before the date of this Agreement) shall be deemed to modify information in
Purchaser SEC Reports as of an earlier date.


                    3.5. Tender Offer and Financing. As of the date
hereof, there are no other (i) capital raising or financing transactions
material to Purchaser and its Subsidiaries taken as a whole or
(ii) extraordinary transactions, such as a merger, reorganization or
liquidation, involving Purchaser or any of its Subsidiaries or a purchase, sale
or transfer of a material amount of assets of any of Purchaser or any of its
Subsidiaries, contemplated by, or to be entered into or consummated by,
Purchaser and its Subsidiaries, except for the transactions contemplated by
this Agreement, the Tender Offer and/or the Financing.


                    3.6. Other. Purchaser acknowledges that, except as
expressly set forth in this Agreement, there are no representations or
warranties of any kind, express or implied, with respect to any Seller, any
Seller’s Subsidiaries, any Seller’s Business, or any other matter. 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLERS


                    As
a material inducement to Purchaser to enter into this Agreement, complete the
purchase of Preferred Stock and issue and sell the Notes, each Seller,
severally and not jointly, represents and warrants to Purchaser that:


                    4.1. Organization and Corporate Power. Such Seller
is a partnership organized, validly existing and in good standing under the
laws of its jurisdiction of formation. Such Seller has all requisite
partnership power and authority to enter into this Agreement and the
Registration Rights Agreements and to carry on its business as now conducted.






5


                    4.2. Ownership of Securities. Such Seller has good
and valid title to all of the shares of Preferred Stock set forth opposite such
Seller’s name as listed on Schedule A. At the Closing, such Seller shall convey
to Purchaser the Preferred Stock free and clear of any and all mortgages,
pledges, security interests, liens or other encumbrances or charges of any
kind, except as may arise out of, or in connection with, this Agreement and/or
any federal or state securities law, or policies of Purchaser, that would
restrict the purchase, sale or transferability of the shares of Preferred Stock
owned by such Seller.


                    4.3. Authorization; No Breach.


                    (a)
Such Seller and the general partner of such Seller have duly authorized the
execution, delivery and performance of this Agreement and the Registration
Rights Agreement. Each of this Agreement and the Registration Rights Agreement
has been duly executed and delivered by such Seller and constitutes a legal,
valid and binding obligation of such Seller, enforceable in accordance with its
terms, subject to the availability of equitable remedies and to the laws of
bankruptcy and other similar laws affecting creditors’ rights generally.


                    (b)
The execution, delivery and performance by such Seller of this Agreement and
the Registration Rights Agreement do not and will not (i) conflict with or
result in a breach of the terms, conditions or provisions of or (ii) constitute
a default under, or result in a violation of, or require any authorization,
consent, approval, exemption or other action by or notice to any court or
administrative or governmental body (other than the Securities and Exchange
Commission in connection with the Registration Rights Agreement) pursuant to,
(A) any law, statute, rule or regulation to which such Seller is subject, (B)
any formation or other organizational document of such Seller or (C) any
agreement, instrument, order, judgment or decree to which such Seller is a
party or by which it is bound, except, in the case of clauses (A) and (C)
above, for any such conflict, breach, default, violation, required action or
notification that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


                    4.4. Purchase for Investment. Each Seller represents
that such Seller is purchasing the Notes for its own account or for one or more
separate accounts maintained by it and not with a view to the distribution
thereof in violation of the Securities Act. Each Seller understands that the
Notes have not been registered under the Securities Act and may be resold only
if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where
neither such registration nor such an exemption is required by law.


                    4.5. Accredited Investor.


                    (a)
Each Seller is an “accredited investor” within the meaning of Rule 501(a)
promulgated under the Securities Act. 






6


                    (b)
Each Seller further represents that (i) it has received or has had full access
to all the information it considers necessary or appropriate to make an
informed investment decision, for purposes of Purchaser’s compliance with the
Securities Act, with respect to the Notes to be purchased by such Seller under
this Agreement, and (ii) it has had the opportunity to ask questions of
Purchaser and it has received answers concerning the terms and conditions of
the sale of the Notes and to obtain additional information (to the extent
Purchaser possesses such information or could acquire it without unreasonable
effort or expense).


                    (c)
Each Seller acknowledges that, except as expressly set forth in this Agreement,
there are no representations or warranties of any kind, express or implied,
with respect to Purchaser and its Subsidiaries, their Business, the terms of
the sale of the Notes or any other matter.


                    4.6. ERISA. Each Seller represents and warrants that
it is not, and is not acting on behalf of, a “benefit plan investor” within the
meaning of Section 3(42) of ERISA. 


ARTICLE V

COVENANTS


                    5.1. Standstill. No Seller shall (and shall not
assist or knowingly encourage others (other than portfolio companies) to), or
with respect to portfolio companies under its control or on whose board or
governing body a representative of such Seller or its affiliated funds sits, no
Seller shall instruct, or propose to, any such portfolio company to, or shall
permit any of its affiliated funds to, until the date that is the earlier of
(x) two years from the occurrence of the Closing and (y) the date another
Person publicly proposes an acquisition of all or substantially all of the
voting equity or assets of Purchaser: (a) submit to Purchaser or propose to
Purchaser’s stockholders the acquisition (by merger, tender offer, statutory
share exchange or other business combination) of Purchaser, except if Purchaser
shall have requested in writing in advance the submission of such proposal; (b)
make or conduct any “solicitation” of “proxies” (as such terms are defined or
used in Regulation 14A under the Exchange Act) or become a “participant” in an
“election contest” (as such terms are defined or used in Rule 14a-11 under the
Exchange Act) with respect to Purchaser; (c) initiate, propose or otherwise
solicit Purchaser’s stockholders for the approval of one or more stockholder
proposals with respect to Purchaser as described in Rule 14a-8 under the
Exchange Act; (d) acquire control of Purchaser or participate in or knowingly
encourage the formation of any “group” (within the meaning of Section 13(d)(3)
of the Exchange Act) which owns or seeks to acquire voting securities of
Purchaser that would require the filing of a Schedule 13D; (e) call or seek to
have called any meeting of the stockholders of Purchaser or execute any written
consent in lieu of a meeting of holders of common stock of Purchaser; (f) seek
election or seek to place a director on the Board of Directors of Purchaser or
seek the removal of any director of the Board of Directors of Purchaser; or (g)
make any public announcement with respect to any of the foregoing.
Notwithstanding the foregoing, this Section 5.1 shall terminate and be of no
further force or effect upon the occurrence of an Event of Default (as defined
in the Indenture) under the Notes. The obligations of each Seller under this
Section 5.1 shall be several and not joint. For purposes of this Section 5.1,
with respect to the Chase Seller, the term “Seller” and “Seller and its
affiliated fund” shall mean the J.P. Morgan Partners business unit of JPMorgan
Chase & Co., and shall not include any other private equity business
(including One Equity Partners) or any other affiliate of J.P. Morgan Partners
(BHCA), L.P.








7 


                    5.2.
Confidentiality. Each party hereto shall keep
confidential and shall not disclose any information about any other party
hereto or their respective controlled Affiliates in its possession as of the
Closing except (a) to the extent such information is in the public domain other
than as a result of a breach of this Section 5.2 by any such party, (b) as
required by law, regulation or judicial or other legal process and (c) to the
extent necessary to inform such party’s investors and Affiliates about the sale
of the Preferred Stock and the purchase of the Notes; provided that each party
may disclose such information to such party’s directors, officers and employees
who have a reasonable need to know such information and to such party’s
advisors (including attorneys, accountants, consultants and financial
advisors). 


                    5.3.
Continuation of D&O Insurance and Indemnification.




                    (a)
Purchaser agrees that all rights to indemnification for liabilities, and all
limitations with respect to liability, existing in favor of the Apollo
Directors under the provisions in Purchaser’s certificate of incorporation or
otherwise under Purchaser’s bylaws or any indemnification agreement in effect
as of the Closing Date shall survive the Closing and shall continue in full
force and effect, without any material amendment thereto, for a period of six
years from the Closing Date to the fullest extent permitted by law; provided,
however, that in the event any claim is asserted or made within such six-year
period, all such rights, liabilities and limitations in respect of any such
claim shall continue until disposition thereof.  


                    (b)
For a period of six years from the Closing Date, Purchaser shall maintain in effect
directors’ and officers’ liability insurance covering each Apollo Director for
acts or omissions occurring prior to the Closing Date on terms with respect to
such coverage and amounts no less favorable than those of such policy then in
effect with respect to each director on Purchaser’s board of directors who are
not Apollo Directors. 


                    (c)
If Purchaser or any of its successors or assigns (i) consolidates with or
merges into any other Person and shall not be the continuing or surviving
corporation or entity in such consolidation or merger or (ii) transfers all or
substantially all of its properties and assets to any Person, then and in
either such case, proper provision shall be made so that the successors and
assigns of Purchaser shall assume the obligations of Purchaser set forth in
this Section 5.3. 


                    (d)
The rights of each Apollo Director hereunder shall be in addition to any other
rights such Apollo Director may have under applicable Law, agreement or
otherwise. The provisions of this Section 5.3 shall survive the Closing and
expressly are intended to benefit each of the Apollo Directors, their heirs and
representatives. 


                    5.4.
No Tender of Common Stock. Each Seller hereby
agrees that it shall not tender any shares of Common Stock held by such Seller
(nor shall such Seller cause any of its Affiliates to tender any shares of
Common Stock any such Affiliates may hold; for the avoidance of doubt, it is
understood that there shall be no liability to the Chase Seller hereunder if an
Affiliate of such Chase Seller (such as J.P. Morgan Securities Inc.) tenders
such shares without having been caused to do so by such Chase Seller) into the
Tender Offer. 






8 


                    5.5.
ERISA. Each Seller agrees that it will not
become, and will not act on behalf of, a “benefit plan investor” within the
meaning of Section 3(42) of ERISA, so long as such Seller holds an interest in
any Notes. 


                    5.6.
Tax. The parties intend to treat the purchases of
Preferred Stock pursuant to this Agreement as part of a single transaction. The
parties will treat such purchases of the Sellers’ Preferred Stock for all tax
purposes as a sale or exchange of such Preferred Stock pursuant to Section
302(b) of the U.S. Internal Revenue Code. If, notwithstanding the foregoing,
any withholding tax is assessed against the Purchaser or any of its Affiliates
with respect to the purchases of Preferred Stock pursuant to this Agreement,
then, except to the extent the Sellers have satisfied or then satisfy the
liability resulting from such withholding, Sellers shall promptly pay to the
Purchaser the full amount of such liability (including any related interest and
penalties). 


                    5.7.
Further Assurances. Each party agrees to take or
cause to be taken such further actions, and to execute, deliver and file or
cause to be executed, delivered and filed such further documents and
instruments, and to obtain such consents, as may be reasonably required or
requested by the other party in order to effectuate fully the purposes, terms
and conditions of this Agreement. 


ARTICLE
VI

EXPENSES, ETC.


                    6.1.
Transaction Expenses. Each Seller shall be
responsible for its own costs and expenses (including attorneys’ fees) in
connection with the transactions contemplated hereby and in connection with any
amendments, waivers or consents under or in respect of this Agreement, the
Preferred Stock, the Notes, the Indenture, the Registration Rights Agreement or
any Subsidiary Guarantee. 


                    6.2.
Survival. The obligations of Purchaser and the
Sellers under this Article VI will survive the payment or transfer of any
Preferred Stock or Note, the enforcement, amendment or waiver of any provision
of this Agreement, the Indenture, the Registration Rights Agreement or any
Subsidiary Guarantee, and the termination of any of the foregoing agreements or
guarantees. 


ARTICLE
VII

MISCELLANEOUS


                    7.1.
Entire Agreement; Consent to Amendments and Assignments.



                    (a)
This Agreement contains the entire understanding of the parties with respect to
the matters described herein. There are no restrictions, agreements, promises,
warranties, covenants or undertakings between the parties with respect to the
subject matter herein other than those expressly set forth herein. 






9


                    (b)
Except as otherwise expressly provided herein, the provisions of this Agreement
may not be amended, waived or modified without the prior written consent of
Purchaser and each Seller, and such amendment, waiver or modification shall be
binding on all of the parties to this Agreement. No party hereto shall be
permitted to assign this Agreement without the prior written consent of all of
the other parties hereto. Any purported assignment or delegation by any party
in violation of the foregoing shall be null and void ab initio and of no force and effect. 


                    (c)
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver of such party’s
rights or deprive such party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. 


                    7.2.
Survival of Representations and Warranties. All
representations and warranties contained herein or made in writing by any party
in connection herewith shall survive the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby. 


                    7.3.
Successors and Assigns. Except as otherwise
expressly provided herein, all covenants and agreements contained in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. 


                    7.4.
Severability. Whenever possible, each provision
of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable Law, but if any provision of this Agreement is held to
be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement. 


                    7.5.
Counterparts; Facsimile and Email Transmission.
This Agreement may be executed simultaneously in multiple counterparts, any one
of which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same Agreement. Each
party to this Agreement agrees that its own telecopied or emailed signature
will bind it and that it will accept the telecopied or emailed signature of
each other party to this Agreement. 


                    7.6.
Descriptive Headings; Interpretations. The
descriptive headings of this Agreement are inserted for convenience only and do
not constitute a Section of this Agreement. The use of the word “including” in
this Agreement shall be by way of example rather than by limitation. 


                    7.7.
Governing Law. 


                    (a)
This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdiction) that would cause application of the laws of any
jurisdiction other than the State of New York. 






10


                    (b)
Purchaser and Sellers irrevocably and unconditionally submit to the exclusive
jurisdiction of any New York State Court or Federal Court sitting in New York,
and any court having jurisdiction over appeals or matters heard in such courts,
in any action or proceeding arising out of, connected with, related to or incidental
to the relationship, established between them in connection with this
Agreement, whether arising in contract, tort, equity or otherwise, or for
recognition or enforcement of any judgment, and each of the parties hereto
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding shall be heard and determined in such state court or, to
the extent permitted by law, in such federal court. Purchaser and Sellers agree
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Purchaser and Sellers waive in all disputes any
objection that it may have to the location of the court considering the dispute.



                    (c)
Purchaser and Sellers irrevocably consent to the service of process of any of
the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to their
respective notice addresses specified herein, such service to become effective
ten (10) business days after such mailing. Purchaser and Sellers irrevocably
waive any objection (including, without limitation, any objection of the laying
of venue or based on the grounds of forum
non conveniens) which it may now or hereafter have to the bringing
of any such action or proceeding with respect to this Agreement in any
jurisdiction set forth above. Nothing herein shall affect the right to serve
process in any other manner permitted by law. 


                    (d)
THE PARTIES WAIVE TRIAL BY JURY. 


                    7.8.
Notices. All notices, demands or other
communications to be given or delivered under or by reason of the provisions of
this Agreement shall be in writing and shall be deemed to have been given when
delivered personally to the recipient, sent to the recipient by reputable
express courier service (charges prepaid) or mailed to the recipient by
certified or registered mail, return receipt requested and postage prepaid.
Such notices, demands and other communications shall be sent as follows: 


	
 

	
 

	
 


	
 

	
(a)

	
If to
 Purchaser:


	
 

	
 

	
 


	
 

	
 

	
United
 Rentals, Inc.


	
 

	
 

	
Five
 Greenwich Office Park


	
 

	
 

	
Greenwich,
 CT 06831


	
 

	
 

	
Attention:
 Roger Schwed, Esq.


	
 

	
 

	
Fax No.:
 (203) 618-7252


	
 

	
 

	
 


	
 

	
 

	
with a copy (which shall not constitute notice) to:


	
 

	
 

	
 


	
 

	
 

	
Simpson
 Thacher & Bartlett LLP


	
 

	
 

	
425
 Lexington Ave.


	
 

	
 

	
New York, NY
 10017


	
 

	
 

	
Attention:
 Gary Horowitz


	
 

	
 

	
                 Eric
 Swedenburg


	
 

	
 

	
Fax No.:
 (212) 455-2502










11


	
 

	
 

	
 


	
 

	
(b)

	
If to any
 Seller:


	
 


	
 

	
 

	
Apollo
 Seller:


	
 

	
 

	
c/o Apollo
 Investment Fund IV, L.P.


	
 

	
 

	
9 West 57th
 Street


	
 

	
 

	
New York, NY
 10019


	
 

	
 

	
Attention:
 Andrew Africk


	
 

	
 

	
Fax No.:
 (212) 515-3288


	
 

	
 

	
and


	
 

	
 

	
 


	
 

	
 

	
Chase
 Seller:


	
 

	
 

	
c/o CCMP
 Capital Advisers, LLC


	
 

	
 

	
245 Park
 Avenue, 16th Floor


	
 

	
 

	
New York, NY
 10167


	
 

	
 

	
Attention:
 Richard Jansen


	
 

	
 

	
Fax No.:
 (917) 464-9569


	
 

	
 

	
 


	
 

	
 

	
with a copy (which shall not constitute notice) to:


	
 

	
 

	
 


	
 

	
 

	
O’Melveny
 & Myers LLP


	
 

	
 

	
Times Square
 Tower


	
 

	
 

	
7 Times
 Square


	
 

	
 

	
New York, NY
 10036


	
 

	
 

	
Attention:
 David Pommerening


	
 

	
 

	
                 Paul
 Scrivano


	
 

	
 

	
Fax No.:
 (212) 326-2061





or to such
other address or to the attention of such other person as the recipient party
has specified by prior written notice to the sending party. 


                    7.9.
Third Party Rights. Except as provided in Section
5.3, this Agreement shall not confer any rights or remedies upon any Person,
other than the parties hereto and their respective heirs, successors, and
assigns. 


                    7.10.
Interpretation. Each party acknowledges that it
was represented by counsel and there shall be no presumption against either
party in the interpretation of the language of this Agreement. 


                    7.11.
Definitions. For the purposes of this Agreement,
the following terms have the meanings set forth below: 


                    “Affiliate”
of any particular person or entity shall mean any other person or entity
controlling, controlled by or under common control with such particular person
or entity. 


                    “Agreement”
shall have the meaning assigned to such term in the preamble hereto. 


                    “Apollo
Directors” shall have the meaning assigned to such term in Section
2.2(b)(iii). 






12 




                    “Apollo
Sellers” shall have the meaning assigned to such term in the preamble
hereto.


                    “Business”
shall mean the business conducted or proposed to be conducted by Purchaser and
its Subsidiaries at Closing. 


                    “Chase
Seller” shall have the meaning assigned to such term in the preamble
hereto.


                    “Closing
Date” shall have the meaning assigned to such term in Section 2.1.


                    “Closing”
shall have the meaning assigned to such term in Section 2.1.


                    “Common
Stock” shall have the meaning assigned to such term in the Recitals to the
Agreement.


                    “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the rules and regulations promulgated thereunder from time to
time in effect. 


                    “Financing”
shall mean the credit facilities provided to Purchaser under the Credit Agreement,
dated as of June 9, 2008, among Bank of America, N.A., as Agent, Purchaser and
the other lenders and Purchaser subsidiaries party thereto.


                    “Governmental
Entity” shall mean any court or any governmental entity, commission, board,
bureau, agency, instrumentality, authority, body or other governmental entity,
domestic or foreign.


                    “Indenture”
shall have the meaning assigned to such term in Section 1.1.



                    “Law”
shall mean any applicable federal, foreign, national, provincial,
supranational, state, local or similar statute, law (including common law),
ordinance, regulation, rule, code, order, requirement or rule of law, in each
case, of any Governmental Entity.


                    “Material
Adverse Effect” shall mean (i) when used in connection with a Seller, a
material adverse effect on (a) the ability of such Seller to perform its
obligations under this Agreement or the Registration Rights Agreement or (b)
the validity or enforceability as to such Seller of this Agreement, the
Indenture, the Registration Rights Agreement or the Notes and (ii) when used in
connection with Purchaser, a material adverse effect on (a) the business,
operations, affairs, financial condition, assets or properties of Purchaser and
its Subsidiaries taken as a whole, or the ability of Purchaser to perform its
obligations under this Agreement, the Indenture, the Registration Rights
Agreement or the Notes, or (b) the validity or enforceability as to Purchaser
of this Agreement, the Indenture, the Registration Rights Agreement or the
Notes. 


                    “Notes”
shall have the meaning assigned to such term in Section 1.1.






13



                    “Person”
shall mean an individual, a partnership, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture,
an unincorporated organization and a governmental entity or any department,
agency or political subdivision thereof.


                    “Preferred
Stock” shall have the meaning assigned to such term in the Recitals to the
Agreement.


                    “Purchase
and Sale” shall have the meaning assigned to such term in Section 1.2.


                    “Purchaser
SEC Reports” shall have the meaning assigned to such term in Section  3.4.


                    “Purchaser”
shall have the meaning assigned to such term in the preamble hereto.


                    “Registration
Rights Agreement” shall mean the Registration Rights Agreement, dated as of
the Closing Date, in the form attached hereto as Exhibit B.


                    “Sellers”
shall have the meaning assigned to such term in the preamble hereto.


                    “Series
C Preferred Stock” shall have the meaning assigned to such term in the
Recitals to the Agreement.


                    “Series
D-1 Preferred Stock” shall have the meaning assigned to such term in the
Recitals to the Agreement.


                    “Series
D-2 Preferred Stock” shall have the meaning assigned to such term in the
Recitals to the Agreement.


                    “Subsidiary”
shall mean, with respect to any Person, (i) a corporation a majority of whose
voting stock is at the time, directly or indirectly, owned by such Person, by
one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof and (ii) any other Person (other than a corporation),
including, without limitation, a partnership, limited liability company,
business trust or joint venture, in which such Person, one or more Subsidiaries
thereof or such Person and one or more Subsidiaries thereof, directly or
indirectly, at the date of determination thereof, has at least majority
ownership interest entitled to vote in the election of directors, managers or
trustees thereof (or other Person performing similar functions). 


                    “Subsidiary
Guarantee” shall have the meaning assigned to such term in the Indenture.


                    “Tender
Offer” shall mean the Offer to Purchase by Purchaser shares of its Common
Stock which Purchaser intends to commence in June 2008, as the same may be
amended, supplemented or modified, from time to time. 


                    “Trustee”
shall have the meaning assigned to such term in Section 1.1.


                    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]






                    IN
WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement on
the date first written above.


	
 

	
 

	
 


	
 

	
UNITED RENTALS, INC.


	
 

	
 


	
 

	
By:

	
  /s/
 Michael J. Kneeland


	
 

	
 

	



	
 

	
 

	
Name:
 Michael J. Kneeland


	
 

	
 

	
Title:   Chief
 Executive Officer





[Purchase Agreement]








	
 

	
 

	
 


	
 

	
APOLLO INVESTMENT FUND IV, L.P.


	
 

	
 


	
 

	
By:

	
Apollo
 Advisors IV, L.P., its general partner


	
 

	
 

	
 


	
 

	
By:

	
Apollo
 Capital Management IV, Inc., its general partner


	
 

	
 

	
 


	
 

	
By:

	
  /s/
 Andrew Africk


	
 

	
 

	



	
 

	
 

	
Name: Andrew
 Africk


	
 

	
 

	
Title:   Vice
 President


	
 

	
 

	
 


	
 

	
APOLLO OVERSEAS PARTNERS IV, L.P.


	
 

	
 

	
 


	
 

	
By:

	
Apollo
 Advisors IV, L.P., its general partner


	
 

	
 

	
 


	
 

	
By:

	
Apollo
 Capital Management IV, Inc., its general partner


	
 

	
 

	
 


	
 

	
By:

	
  /s/
 Andrew Africk


	
 

	
 

	



	
 

	
 

	
Name: Andrew
 Africk


	
 

	
 

	
Title:   Vice
 President





[Purchase Agreement]









	
 

	
 

	
 


	
 

	
J.P. MORGAN PARTNERS (BHCA), L.P.


	
 

	
 

	
 


	
 

	
By:

	
CCMP Capital
 Advisors, LLC, as attorney in fact


	
 

	
 

	
 


	
 

	
By:

	
  /s/
 Christopher Behrens


	
 

	
 

	



	
 

	
 

	
Name:
 Christopher Behrens


	
 

	
 

	
Title:
   Managing Director





[Purchase Agreement]






SCHEDULE A


OWNERSHIP OF PREFERRED STOCK


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
Purchase Price


	
 

	
 

	
 

	
 

	
 

	
 

	



	
Owner of Record

	
 

	
Number of

  Shares

	
 

	
Class

	
 

	
Cash

  Consideration

	
 

	
Principal Amount

  of Notes


	


	
 

	


	
 

	


	
 

	


	
 

	




	
Apollo
  Investment Fund IV, L.P.

	
 

	
284,726

	
 

	
Series C
  Perpetual Convertible Preferred Stock

	
 

	
$

	
169,967,759

	
 

	
$

	
284,726,000


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Apollo
  Investment Fund IV, L.P.

	
 

	
94,726

	
 

	
Series D-1
  Perpetual Convertible Preferred Stock

	
 

	
$

	
47,121,730

	
 

	
$

	
78,939,000


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Apollo
  Overseas Partners IV, L.P.

	
 

	
15,274

	
 

	
Series C
  Perpetual Convertible Preferred Stock

	
 

	
$

	
9,117,845

	
 

	
$

	
15,274,000


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Apollo
  Overseas Partners IV, L.P.

	
 

	
5,274

	
 

	
Series D-1
  Perpetual Convertible Preferred Stock

	
 

	
$

	
2,623,604

	
 

	
$

	
4,395,000


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
J.P. Morgan
  Partners (BHCA), L.P.

	
 

	
5,252

	
 

	
Series D-1 Perpetual
  Convertible Preferred Stock

	
 

	
$

	
2,613,327

	
 

	
$

	
4,376,000


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
J.P. Morgan
  Partners (BHCA), L.P.

	
 

	
44,748

	
 

	
Series D-2
  Perpetual Convertible Preferred Stock

	
 

	
$

	
22,260,341

	
 

	
$

	
37,290,000