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                                                                  Exhibit 10(dd)

                                                                  Execution Copy

                              UNITED RENTALS, INC.

                          Common Stock, $.01 par value

                                ---------------

                             Underwriting Agreement
                             ----------------------

                                                                  March 19, 2002

Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York  10010-3629

Ladies and Gentlemen:

         The stockholders of United Rentals, Inc., a Delaware corporation (the
"Company"), named in Schedule I hereto (the "Selling Stockholders") propose,
subject to the terms and conditions stated herein, to sell to Credit Suisse
First Boston Corporation (the "Underwriter") an aggregate of 8,000,000 shares of
Common Stock, par value $0.01 per share (the "Common Stock"), of the Company.
The 8,000,000 shares to be sold by the Selling Stockholders are herein called
the "Shares".

         1. (a) The Company represents and warrants to, and agrees with, the
Underwriter that:

            (1) A registration statement on Form S-3 (File No. 333-41419-99)
         (the "Shelf Registration Statement") in respect of 6,630,000 of the
         Shares and a registration statement on Form S-8 (File No. 333-70345)
         (the "S-8 Registration Statement" and, together with the Shelf
         Registration Statement, the "Initial Registration Statements") in
         respect of 1,370,000 of the Shares have been filed with the Securities
         and Exchange Commission (the "Commission"); the Initial Registration
         Statements and any post-effective amendments thereto, each in the form
         heretofore delivered to you, excluding exhibits thereto, have been
         declared effective by the Commission in such form; no other document
         with respect to the Initial Registration Statements or documents
         incorporated by reference therein has heretofore been filed with the
         Commission; and no stop order suspending the effectiveness of any
         Initial Registration Statement or any post-effective amendments thereto
         has been issued and no proceeding for that purpose has been initiated
         or threatened by the Commission (any preliminary prospectus included in
         any Initial Registration Statement or filed with the Commission
         pursuant to Rule 424(a) of the rules and regulations of the Commission
         under the Securities Act of 1933, as amended (the "Act"), is
         hereinafter called a "Preliminary Prospectus"; the various parts of the
         Initial Registration Statements including all exhibits thereto and
         including (i) the information contained in the forms of final


<PAGE>

         prospectuses filed with the Commission pursuant to Rule 424(b) under
         the Act in accordance with Section 5(a) hereof and deemed by virtue of
         Rule 430A under the Act to be part of the applicable Initial
         Registration Statement at the time it was declared effective; and (ii)
         the documents incorporated by reference in the prospectus contained in
         any Initial Registration Statement at the time such part of such
         Initial Registration Statement became effective, each as amended at the
         time such part of such Initial Registration Statement became effective
         or hereafter becomes effective, are hereinafter collectively called the
         "Registration Statements"; each such final prospectus, in the form
         first filed pursuant to Rule 424(b) under the Act, is hereinafter
         called a "Prospectus"; any reference herein to any Preliminary
         Prospectus or any Prospectus shall be deemed to refer to and include
         the documents incorporated by reference therein pursuant to Item 12 of
         Form S-3 under the Act, as of the date of such Preliminary Prospectus
         or Prospectus, as the case may be; any reference to any amendment or
         supplement to any Preliminary Prospectus or any Prospectus shall be
         deemed to refer to and include any documents filed after the date of
         such Preliminary Prospectus or Prospectus, as the case may be, under
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         and incorporated by reference in such Preliminary Prospectus or
         Prospectus, as the case may be; and any reference to any amendment to
         any Registration Statement shall be deemed to refer to and include any
         annual report of the Company filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act after the effective date of the applicable Initial
         Registration Statement that is incorporated by reference in such
         Registration Statement);

            (2) No order preventing or suspending the use of any Preliminary
         Prospectus has been issued by the Commission, and each Preliminary
         Prospectus, at the time of filing thereof, conformed in all material
         respects to the requirements of the Act and the rules and regulations
         of the Commission thereunder, and did not contain an untrue statement
         of a material fact or omit to state a material fact required to be
         stated therein or necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;
         provided, however, that this representation shall not apply to any
         statements or omissions made in reliance upon and in conformity with
         information furnished in writing to the Company by the Underwriter
         expressly for use therein;

            (3) The documents incorporated by reference in any Prospectus, when
         they became effective or were filed with the Commission, as the case
         may be, conformed in all material respects to the requirements of the
         Act or the Exchange Act, as applicable, and the rules and regulations
         of the Commission thereunder, and as of such date none of such
         documents contained an untrue statement of a material fact or omitted
         to state a material fact required to be stated therein or necessary to
         make the statements therein not misleading; and any further documents
         so filed and incorporated by reference in any Prospectus or any further
         amendment or supplement thereto, when such documents become effective
         or are filed with the Commission, as the case may be, will conform in
         all material respects to the requirements of the Act or the Exchange
         Act, as applicable, and the rules and regulations of the Commission
         thereunder and will not contain an untrue



                                       I-2

<PAGE>

         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; provided, however, that this representation and warranty
         shall not apply to any statements or omissions made in reliance upon
         and in conformity with information furnished in writing to the Company
         by the Underwriter expressly for use therein;

            (4) Each Registration Statement conforms, and the Prospectus
         included in each such Registration Statement and any further amendments
         or supplements to such Registration Statement or such Prospectus will
         conform, in all material respects to the requirements of the Act and
         the rules and regulations of the Commission thereunder and do not and
         will not, as of the applicable effective date as to such Registration
         Statement and any amendment thereto and as of the applicable filing
         date as to such Prospectus and any amendment or supplement thereto,
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; provided, however, that this
         representation and warranty shall not apply to any statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company by the Underwriter expressly for
         use therein;

            (5) The accountants who certified the financial statements and
         supporting schedules included in any Registration Statement are
         independent certified public accountants with respect to the Company
         and its subsidiaries within the meaning of Regulation S-X under the
         Act;

            (6) Each of the historical financial statements included in any
         Registration Statement, together with related schedules and notes,
         present fairly (on a consolidated basis where so indicated) the
         financial condition of the entity or entities to which such financial
         statement purports to relate (the "Reported Entity") at the date(s)
         indicated and the statement of operations (or income or earnings as
         indicated in the applicable financial statement) and cash flows and (in
         the case of a Reported Entity for which a statement of stockholders'
         equity is included) stockholders' equity (and partners' capital if so
         indicated in the applicable financial statement) of the Reported Entity
         for the period(s) specified; said financial statements have been
         prepared in conformity with generally accepted accounting principles
         ("GAAP") applied on a consistent basis throughout the periods involved
         (except as otherwise indicated in such financial statements). Any
         supporting schedules included in any Registration Statement present
         fairly in accordance with GAAP the information required to be stated
         therein. The selected historical financial information and the summary
         historical financial information included in any Registration Statement
         present fairly the information shown therein and, in the case of
         historical financial data or information of the Company, have been
         compiled on a basis consistent with that of the audited financial
         statements included in such Registration Statement;

            (7) The Company has not taken or caused to be taken and will not
         take or cause to be taken, either directly or indirectly, any action
         designed to cause or



                                       I-3

<PAGE>

         result in, or which action constitutes or which might reasonably be
         expected to constitute, the stabilization or manipulation of the market
         price of any security in contravention of any applicable law, including
         but not limited to those actions prohibited by Section 9(a) of the
         Exchange Act, the rules and regulations thereunder and Regulation M
         promulgated by the Commission;

            (8) Neither the Company nor any of the Subsidiaries (as defined
         below) has sustained since the date of the latest financial statements
         included or incorporated by reference in any Prospectus any loss or
         interference with its business from fire, explosion, flood or other
         calamity, whether or not covered by insurance, or from any labor
         dispute or court or governmental action, order or decree which would be
         material to the Company and the Subsidiaries taken as a whole,
         otherwise than as reserved for as disclosed in the Company's financial
         statements; and since the respective dates as of which information is
         given in any Prospectus, except as otherwise stated therein, (i) there
         has been no material adverse change in the condition, financial or
         otherwise, or in the earnings, business affairs or business prospects
         of the Company and its Subsidiaries considered as one enterprise (a
         "Material Adverse Effect"), whether or not arising in the ordinary
         course of business; (ii) there has not been any change in the capital
         stock of the Company (other than the issuance of Common Stock issued
         pursuant to outstanding stock options) or increase in the long-term
         debt (other than accretion or scheduled repayments thereof and other
         than borrowing under the Company's existing revolving credit facility
         made in the ordinary course of business) of the Company and the
         Subsidiaries taken as a whole that would be required to be disclosed in
         the Prospectus so that it would not contain any untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein in order to make the statements therein not misleading; (iii)
         there have been no transactions entered into by the Company or any of
         the Subsidiaries, other than those in the ordinary course of business,
         which are material with respect to the Company and the Subsidiaries
         considered as one enterprise that would be required to be disclosed in
         the Prospectus so that it would not contain any untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein in order to make the statements therein not misleading; and
         (iv) there has been no dividend or distribution of any kind declared,
         paid or made by the Company on any class of its capital stock;

            (9) The Company has been duly organized and is validly existing as a
         corporation in good standing under the laws of the State of Delaware
         and has corporate power and authority to own, lease and operate its
         properties and to conduct its business as described in each Prospectus
         and to enter into and perform its obligations under this Agreement; and
         the Company is duly qualified as a foreign corporation to transact
         business and is in good standing in each other jurisdiction in which
         such qualification is required, whether by reason of the ownership or
         leasing of property or the conduct of business, except where the
         failure so to qualify or to be in good standing would not cause a
         Material Adverse Effect;





                                       I-4

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            (10) Each subsidiary of the Company that is a corporation or
         partnership (each, a "Subsidiary") has been duly organized and is
         validly existing as a corporation or limited partnership in good
         standing under the laws of the jurisdiction of its organization, has
         corporate or partnership power and authority to own, lease and operate
         its properties and to conduct its business as described in each
         Prospectus and is duly qualified as a foreign corporation or limited
         partnership to transact business and is in good standing in each
         jurisdiction in which such qualification is required, whether by reason
         of the ownership or leasing of property or the conduct of business,
         except where the failure so to qualify or to be in good standing would
         not result in a Material Adverse Effect; except as otherwise disclosed
         in each Prospectus, all of the issued and outstanding capital stock of
         each such Subsidiary that is a corporation has been duly authorized and
         validly issued, is fully paid and non-assessable and all of the
         outstanding partnership interests of each such Subsidiary that is a
         limited partnership has been issued in accordance with the applicable
         limited partnership law; all of such outstanding capital stock and
         partnership interests of each such Subsidiary is owned by the Company,
         directly or through Subsidiaries, free and clear of any security
         interest, mortgage, pledge, lien, encumbrance, claim or equity (except
         for any security interest or pledge contemplated by the Amended and
         Restated Credit Agreement, dated as of April 20, 2001, among the
         Company, United Rentals (North America), Inc. ("URNA"), various
         financial institutions and The Chase Manhattan Bank, as U.S.
         Administrative Agent (the "Credit Agreement")); none of the outstanding
         shares of capital stock or partnership interests of any Subsidiary was
         issued in violation of the preemptive or similar rights of any security
         holder of such Subsidiary. The only Subsidiaries of the Company (other
         than inactive Subsidiaries) are the Subsidiaries listed in a
         certificate of officers of the Company to be delivered to the
         Underwriter prior to the Time of Delivery and each Subsidiary of the
         Company which constitutes a "significant subsidiary" (as such term is
         defined in Rule 1-02 of Regulation S-X under the Act) (each, a
         "Significant Subsidiary"), is marked with a "*" in such certificate;

            (11) The Company has an authorized capitalization as set forth in
         the most recent balance sheet incorporated by reference in the
         Prospectus. As of March 18, 2002, there were 74,234,351 shares of
         Common Stock outstanding (including shares that the Company has agreed
         to repurchase as described in the 8-K filed March 18, 2002). The shares
         of issued and outstanding capital stock of the Company have been duly
         authorized and validly issued and are fully paid and non-assessable and
         conform to the description thereof contained in each Prospectus; none
         of the outstanding shares of capital stock of the Company was issued in
         violation of the preemptive or other similar rights of any security
         holder of the Company;

            (12) This Agreement has been duly authorized, executed and delivered
         by the Company;










                                       I-5

<PAGE>

            (13) The Shares sold by the Selling Stockholders to the Underwriter
         hereunder have been duly and validly authorized and are duly and
         validly issued and fully paid and non-assessable and conform to the
         description of the Common Stock contained in each Prospectus;

            (14) The statements set forth in each Prospectus, insofar as they
         purport to constitute a summary of the terms of the Common Stock, and
         under the caption "Underwriting", insofar as they purport to describe
         the provisions of the laws (other than Canadian laws) and documents
         referred to therein, are accurate, complete and fair in all material
         respects;

            (15) Neither the Company nor any of its Subsidiaries is in violation
         of its charter or by-laws or in default in the performance or
         observance of any obligation, agreement, covenant or condition
         contained in any contract, indenture, mortgage, deed of trust, loan or
         credit agreement, note, lease or other agreement or instrument to which
         the Company or any of its Subsidiaries is a party or by which any of
         them may be bound, or to which any of the property or assets of the
         Company or any of its Subsidiaries is subject (collectively,
         "Agreements and Instruments") except for such defaults that would not
         result in a Material Adverse Effect; and the execution, delivery and
         performance of this Agreement and any other agreement or instrument
         entered into or issued or to be entered into or issued by the Company
         in connection with the transactions contemplated hereby or thereby or
         in any Prospectus and the consummation of the transactions contemplated
         herein and in any Prospectus and compliance by the Company with its
         obligations hereunder have been duly authorized by all necessary
         corporate action and do not and will not, whether with or without the
         giving of notice or passage of time or both, conflict with or
         constitute a breach of, or default or a Repayment Event (as defined
         below) under, or result in the creation or imposition of any lien,
         charge or encumbrance upon any property or assets of the Company or any
         of its Subsidiaries pursuant to, the Agreements and Instruments except
         for such conflicts, breaches or defaults or liens, charges or
         encumbrances that, singly or in the aggregate, would not result in a
         Material Adverse Effect, nor will such action result in any violation
         of the provisions of the charter or by-laws of the Company or any of
         its Subsidiaries or any applicable law, statute, rule, regulation,
         judgment, order, writ or decree of any government, government
         instrumentality or court, domestic or foreign, having jurisdiction over
         the Company or any of its Subsidiaries or any of their assets or
         properties. As used herein, a "Repayment Event" means any event or
         condition which gives the holder of any note, debenture or other
         evidence of indebtedness (or any person acting on such holder's behalf)
         the right to require the repurchase, redemption or repayment of all or
         a portion of such indebtedness by the Company or any of its
         Subsidiaries;

            (16) No labor dispute with the employees of the Company or any of
         its Subsidiaries exists or, to the knowledge of the Company, is
         imminent, and the Company is not aware of any existing or imminent
         labor disturbance by the employees of any of its or any of its
         Subsidiaries' principal suppliers,



                                       I-6

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         manufacturers, customers or contractors, which, in either case, may
         reasonably be expected to result in a Material Adverse Effect;

            (17) There is no action, suit, proceeding, inquiry or investigation
         before or by any court or governmental agency or body, domestic or
         foreign, now pending, or, to the knowledge of the Company, threatened,
         against or affecting the Company or any Subsidiary thereof which is
         required to be disclosed in the Prospectus (other than as will be
         disclosed therein), or which might reasonably be expected to result in
         a Material Adverse Effect, or which might reasonably be expected to
         materially and adversely affect the consummation of this Agreement or
         the performance by the Company of its obligations hereunder. The
         aggregate of all pending legal or governmental proceedings to which the
         Company or any Subsidiary thereof is a party or of which any of their
         respective property or assets is the subject which are not described in
         any Prospectus including ordinary routine litigation incidental to the
         business, would not reasonably be expected to result in a Material
         Adverse Effect;

            (18) There are no contracts or documents which are required to be
         described in each Prospectus which will not be so described;

            (19) The Company and its Subsidiaries own or possess, or can acquire
         on reasonable terms, adequate patents, patent rights, licenses,
         inventions, copyrights, know-how (including trade secrets and other
         unpatented and/or unpatentable proprietary or confidential information,
         systems or procedures), trademarks, service marks, trade names or other
         intellectual property (collectively, "Intellectual Property") necessary
         to carry on the business now operated by them, and neither the Company
         nor any of its Subsidiaries has received any notice or is otherwise
         aware of any infringement of or conflict with asserted rights of others
         with respect to any Intellectual Property or of any facts or
         circumstances which would render any Intellectual Property invalid or
         inadequate to protect the interest of the Company or any of its
         Subsidiaries therein, and which infringement or conflict (if the
         subject of any unfavorable decision, ruling or finding) or invalidity
         or inadequacy, singly or in the aggregate, would result in a Material
         Adverse Effect;

            (20) No filing with, or authorization, approval, consent, license,
         order, registration, qualification or decree of, any court or
         governmental authority or agency is necessary or required for the
         performance by the Company of its obligations hereunder or by the
         Company in connection with the offering, issuance or sale of the Shares
         hereunder or the consummation of the transactions contemplated by this
         Agreement; except (i) the registration under the Act of the Shares;
         (ii) such as may be required under foreign or state securities or blue
         sky laws in connection with the purchase and distribution of the Shares
         by the Underwriter; (iii) such as may be required after the Time of
         Delivery pursuant to the Company's periodic reporting requirements on
         its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
         Current Reports an Form 8-K to be filed



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         with the Commission under Sections 13 and 15(d), respectively, of the
         Exchange Act; and (iv) such as may be required pursuant to Rule 424(b)
         under the Act;

            (21) The Company and its Subsidiaries possess such permits,
         licenses, approvals, consents and other authorizations (collectively,
         "Governmental Licenses") issued by the appropriate federal, state,
         local or foreign regulatory agencies or bodies necessary to conduct the
         business now operated by them, except where the failure to so possess
         such Government Licenses would not, singly or in the aggregate, have a
         Material Adverse Effect; the Company and its Subsidiaries are in
         compliance with the terms and conditions of all such Governmental
         Licenses, except where the failure so to comply would not, singly or in
         the aggregate, have a Material Adverse Effect; all of the Governmental
         Licenses are valid and in full force and effect, except where the
         invalidity of such Governmental Licenses or the failure of such
         Governmental Licenses to be in full force and effect would not have,
         singly or in the aggregate, a Material Adverse Effect; and neither the
         Company nor any of its Subsidiaries has received any notice of
         proceedings relating to the revocation or modification of any such
         Governmental Licenses which, singly or in the aggregate, if the subject
         of an unfavorable decision, ruling or finding, would result in a
         Material Adverse Effect;

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

            (23) Neither the Company nor any Subsidiary is, or upon the sale of
         the Shares as herein contemplated will be, an "investment company" or
         an entity "controlled" by an "investment company" as such terms are
         defined in the Investment Company Act of 1940, as amended (the "1940
         Act");

            (24) Except as described in each Prospectus or except as would not,
         singly or in the aggregate, result in a Material Adverse Effect: (i)
         neither the Company nor any of its Subsidiaries is in violation of any
         federal, state, local or



                                       I-8

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         foreign statute, law, rule, regulation, ordinance, code, policy or rule
         of common law or any judicial or administrative interpretation thereof,
         including any judicial or administrative order, consent, decree or
         judgment, relating to pollution or protection of human health, the
         environment (including ambient air, surface water, groundwater, land
         surface or subsurface strata) or wildlife, including laws and
         regulations relating to the release or threatened release of chemicals,
         pollutants, contaminants, wastes, toxic substances, hazardous
         substances, petroleum or petroleum products (collectively, "Hazardous
         Materials") or to the manufacture, processing, distribution, use,
         treatment, storage, disposal, transport or handling of Hazardous
         Materials (collectively, "Environmental Laws"); (ii) neither the
         Company nor any of its Subsidiaries is lacking any permits,
         authorizations and approvals required under any applicable
         Environmental Laws or are in violation of the requirements of such
         Environmental Laws; (iii) there are no pending or, to the knowledge of
         the Company, threatened administrative, regulatory or judicial actions,
         suits, demands, demand letters, claims, liens, notices of noncompliance
         or violation, investigation or proceedings relating to any
         Environmental Law against the Company or any of its Subsidiaries; and
         (iv) to the knowledge of the Company there are no events or
         circumstances that might reasonably be expected to form the basis of an
         order for clean-up or remediation, or an action, suit or proceeding by
         any private party or governmental body or agency, against or affecting
         the Company or any of its Subsidiaries relating to Hazardous Materials
         or any Environmental Laws;

            (25) Nothing has come to the attention of the Company that has
         caused the Company to believe that the statistical and market-related
         data included in any Prospectus are not based on or derived from
         sources that are reliable and accurate in all material respects;

            (26) The Company and each of its Subsidiaries have filed all
         necessary federal, state, local and foreign income, payroll, franchise
         and other tax returns (after giving effect to extensions) and have paid
         all taxes shown as due thereon (except where the failure to so file or
         pay would not, singly or in the aggregate, have a Material Adverse
         Effect), and there is no tax deficiency that has been, or to the
         knowledge of the Company is likely to be, asserted against the Company,
         any of its Subsidiaries or any of their properties or assets that would
         result in a Material Adverse Effect, except for taxes that are being
         contested in good faith by appropriate proceedings and with respect to
         which the Company has established adequate reserves in accordance with
         GAAP;

            (27) Neither the Company nor any of its Subsidiaries is or has ever
         been a Personal Holding Company within the meaning of Section 542 of
         the Internal Revenue Code of 1986, as amended;

            (28) Neither the Company nor any Subsidiary has received notice from
         any insurer providing insurance coverage for the Company and its
         Subsidiaries or agent of such insurer that capital improvements or
         other expenditures will have to be made in order to continue present
         insurance coverage, except such as would



                                       I-9

<PAGE>

         not reasonably be expected, singularly or in the aggregate, to have a
         Material Adverse Effect;

            (29) The Company and its Subsidiaries maintain a system of internal
         accounting controls sufficient to provide reasonable assurances that
         (i) transactions are executed in accordance with management's general
         or specific authorization; (ii) transactions are recorded as necessary
         to permit preparation of financial statements in conformity with GAAP
         and to maintain accountability for assets; (iii) access to assets is
         permitted only in accordance with management's general or specific
         authorization; and (iv) the recorded accountability for assets is
         compared with existing assets at reasonable intervals and appropriate
         action is taken with respect to any differences;

            (30) Other than pursuant to this Agreement, there are no contracts,
         agreements or understandings between either the Company or its
         Subsidiaries and any person that give rise to a valid claim against the
         Company, any of its Subsidiaries or the Underwriter for a brokerage
         commission, finder's fee or other like payment relating to the
         transactions contemplated hereby;

            (31) No person or entity has the legal right by contract or
         otherwise to require registration under the Act of shares of capital
         stock or other securities convertible into capital stock of the Company
         solely because of the filing or effectiveness of any Registration
         Statement and the consummation of the transactions contemplated by this
         Agreement (such rights are hereinafter referred to as "Registration
         Rights"), except for any such rights that have been waived in writing;

            (32) Neither the Company nor any of its Subsidiaries has violated
         any provisions of the Employee Retirement Income Security Act of 1974,
         as amended ("ERISA"), or the rules and regulations promulgated
         thereunder, except for such violations which, singly or in the
         aggregate, would not have a Material Adverse Effect; and

            (33) Any certificate signed by any officer of the Company or any of
         its Subsidiaries delivered to the Underwriter or to counsel for the
         Underwriter pursuant to this Agreement shall be deemed a representation
         and warranty by the Company to the Underwriter as to the matters
         covered thereby.

                (b) Each of the Selling Stockholders severally represents and
         warrants to, and agrees with, the Underwriter with respect to himself
         or itself that:

            (1) No consent, approval, authorization or order is required for the
         execution and delivery by such Selling Stockholder of this Agreement or
         for the sale and delivery of the Shares to be sold by such Selling
         Stockholder hereunder, except such as have been obtained under the Act
         and such as may be required under state securities or Blue Sky laws or
         securities laws of any jurisdiction outside the United States in
         connection with the purchase and distribution of such



                                       I-10

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         Shares by the Underwriter; and such Selling Stockholder has full right,
         power and authority to enter into this Agreement and to sell, assign,
         transfer and deliver the Shares to be sold by such Selling Stockholder
         hereunder;

            (2) The sale of the Shares to be sold by such Selling Stockholder
         hereunder and the compliance by such Selling Stockholder with all of
         its obligations under this Agreement and the consummation of the
         transactions herein contemplated will not conflict with or result in a
         breach or violation of any of the terms or provisions of, or constitute
         a default under, any statute, indenture, mortgage, deed of trust, loan
         agreement or other agreement or instrument to which such Selling
         Stockholder is a party or by which such Selling Stockholder is bound or
         to which any of the property or assets of such Selling Stockholder is
         subject, nor will such action result in any violation of the provisions
         of the Articles of Incorporation, any statute or any order, rule or
         regulation of any court or governmental agency or body having
         jurisdiction over such Selling Stockholder or the property of such
         Selling Stockholder, except that no representation is made under this
         paragraph (2) as to any violation under any securities or Blue Sky laws
         or securities laws of any jurisdiction outside the United States in
         connection with the purchase and distribution of the Shares by the
         Underwriter;

            (3) Such Selling Stockholder has, and immediately prior to the Time
         of Delivery (as defined in Section 4 hereof) such Selling Stockholder
         will have, good and valid title to the Shares to be sold by such
         Selling Stockholder hereunder, free and clear of all liens,
         encumbrances, equities or claims; and, upon delivery of such Shares and
         payment therefor pursuant hereto, good and valid title to such Shares,
         free and clear of all liens, encumbrances, equities or claims, will
         pass to the Underwriter;

            (4) In order to document the Underwriter's compliance with the
         reporting and withholding provisions of the Tax Equity and Fiscal
         Responsibility Act of 1982 with respect to the transactions herein
         contemplated, such Selling Stockholder will deliver to you, prior to or
         at the Time of Delivery (as hereinafter defined), a properly completed
         and executed United States Treasury Department Form W-9 (or other
         applicable form or statement specified by Treasury Department
         regulations in lieu thereof);

            (5) The sale of the Shares by the Selling Stockholder is not subject
         to the preemptive or other similar rights of any securityholder of the
         Company arising under any applicable contract of such Selling
         Stockholder, except for such rights that have been previously waived;
         and

            (6) During the period beginning from the date hereof and continuing
         to and including the date 90 days after the date of the Prospectus with
         the latest date, not to offer, sell, contract to sell or otherwise
         dispose of, except as provided hereunder, any securities of the Company
         that are substantially similar to the Shares, including but not limited
         to any securities (whether issued by the



                                       I-11

<PAGE>

         Company or an affiliate of the Company) that are convertible into or
         exchangeable for, or that represent the right to receive, Common Stock
         or any such substantially similar securities, without your prior
         written consent. The foregoing will not prohibit a private placement or
         pledge of any such securities, provided the transferee agrees to be
         bound by the terms of this "lock-up" provision.

         2. Subject to the terms and conditions herein set forth, each of the
Selling Stockholders severally agrees to sell to the Underwriter, and the
Underwriter agrees to purchase from each of the Selling Stockholders, at a
purchase price per share of $26.25, the number of Shares set forth opposite such
Selling Stockholder's name in Schedule I.

         3. The Underwriter proposes to offer the Shares for sale upon the terms
and conditions set forth in the Prospectuses.

         4. (a) The Shares to be purchased by the Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as the Underwriter may request upon at least forty-eight hours' prior
notice to the Selling Stockholders shall be delivered by or on behalf of the
Selling Stockholders to the Underwriter, through the facilities of the
Depository Trust Company ("DTC"), for the account of the Underwriter, against
payment by or on behalf of the Underwriter of the purchase price therefor by
wire transfer of Federal (same-day) funds to the accounts specified by the
Selling Stockholders (including to the Company for the option exercise price on
behalf of the selling stockholders) to the Underwriter, at least forty-eight
hours in advance. The Selling Stockholders will cause the certificates
representing the Shares to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery (as defined below) with respect
thereto at the office of Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, New York 10010 (the "Designated Office"). The time and date of
such delivery and payment shall be 9:30 a.m., New York time, on March 22, 2002
or such other time and date as the Underwriter, the Company and the Selling
Stockholders may agree upon in writing (the "Time of Delivery").

         (b) The documents to be delivered at the Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the cross
receipt for the Shares and any additional documents requested by the Underwriter
pursuant to Section 7(k) hereof, will be delivered at the offices of Cravath,
Swaine & Moore, 825 Eighth Avenue, New York, New York 10019 (the "Closing
Location"), and the Shares will be delivered at the Designated Office, all at
the Time of Delivery. A meeting will be held at the Closing Location prior to
the Time of Delivery, at which meeting the final drafts of the documents to be
delivered pursuant to the preceding sentence will be available for review by the
parties hereto.

         5. The Company agrees with the Underwriter:

            (a) To prepare each Prospectus in a form approved by you and to file
         such Prospectus pursuant to Rule 424(b) under the Act not later than
         the



                                       I-12

<PAGE>

         Commission's close of business on the second business day following the
         execution and delivery of this Agreement, or, if applicable, such
         earlier time as may be required by Rule 430A(a)(3) under the Act; to
         make no further amendment or any supplement to any Registration
         Statement or Prospectus prior to the Time of Delivery which shall be
         disapproved by you promptly after reasonable notice thereof; to advise
         you, promptly after it receives notice thereof, of the time when any
         amendment to any Registration Statement has been filed or becomes
         effective or any supplement to any Prospectus or any amended Prospectus
         has been filed and to furnish you with copies thereof; to file promptly
         all reports and any definitive proxy or information statements required
         to be filed by the Company with the Commission pursuant to Section
         13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
         any Prospectus and for so long as the delivery of a prospectus is
         required in connection with the offering or sale of the Shares; to
         advise you, promptly after it receives notice thereof, of the issuance
         by the Commission of any stop order or of any order preventing or
         suspending the use of any Preliminary Prospectus or prospectus, of the
         suspension of the qualification of the Shares for offering or sale in
         any jurisdiction, of the initiation or threatening of any proceeding
         for any such purpose, or of any request by the Commission for the
         amending or supplementing of any Registration Statement or Prospectus
         or for additional information; and, in the event of the issuance of any
         stop order or of any order preventing or suspending the use of any
         Preliminary Prospectus or prospectus or suspending any such
         qualification, promptly to use its best efforts to obtain the
         withdrawal of such order;

            (b) Promptly from time to time to take such action as you may
         reasonably request to qualify the Shares for offering and sale under
         the securities laws of such jurisdictions as you may request and to
         comply with such laws so as to permit the continuance of sales and
         dealings therein in such jurisdictions for as long as may be necessary
         to complete the distribution of the Shares, provided that in connection
         therewith the Company shall not be required to qualify as a foreign
         corporation or to file a general consent to service of process in any
         jurisdiction;

            (c) Prior to 10:00 a.m., New York City time, on the New York
         Business Day next succeeding the date of this Agreement and from time
         to time, to furnish the Underwriter with copies of each Prospectus and
         each amendment or supplement thereto in such quantities as you may from
         time to time reasonably request, and, if the delivery of a prospectus
         is required at any time prior to the expiration of nine months after
         the date of any Prospectus in connection with the offering or sale of
         the Shares and if at such time any event shall have occurred as a
         result of which such Prospectus as then amended or supplemented would
         include an untrue statement of a material fact or omit to state any
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made when such
         Prospectus is delivered, not misleading, or, if for any other reason it
         shall be necessary or desirable during such same period to amend or
         supplement any Prospectus or to file under the Exchange Act any
         document incorporated by reference in any Prospectus in order to comply
         with the Act or the Exchange Act, to notify you and upon your request
         to file such



                                       I-13

<PAGE>

         documents and to prepare and furnish without charge to the Underwriter
         and to any dealer in securities as many copies as you may reasonably
         request of an amended Prospectus or a supplement to the applicable
         Prospectus which will correct such statement or omission or effect such
         compliance, and in case the Underwriter is required to deliver a
         prospectus in connection with sales of any of the Shares at any time
         nine months or more after the time of issue of any Prospectus, upon
         request but at the expense of the Underwriter, to prepare and deliver
         to the Underwriter as many copies as the Underwriter may request of an
         amended or supplemented Prospectus complying with Section 10(a)(3) of
         the Act;

            (d) To make generally available to its securityholders as soon as
         practicable, but in any event not later than eighteen months after the
         effective date of the Registration Statements (as defined in Rule
         158(c) under the Act), an earnings statement of the Company and its
         subsidiaries (which need not be audited) complying with Section 11(a)
         of the Act and the rules and regulations of the Commission thereunder
         (including, at the option of the Company, Rule 158);

            (e) During the period beginning from the date hereof and continuing
         to and including the date 90 days after the date of the Prospectus, not
         to offer, sell, contract to sell or otherwise dispose of, except as
         provided hereunder, any shares of any class of common stock of the
         Company or any other securities that are convertible into, or
         exercisable or exchangeable for, or that represent the right to
         receive, common stock of the Company, without your prior written
         consent. The foregoing agreement will not limit the Company's ability
         to (i) make equity or equity-based awards pursuant to existing written
         compensation plans; (ii) issue shares upon exercise or conversion of
         outstanding options, warrants and convertible securities; (iii) issue
         shares, warrants or convertible securities as consideration for
         acquisitions, provided that the number of shares, warrants or
         convertible securities (calculated on a common stock equivalent basis
         in the case of warrants and convertible securities) that may be issued
         as consideration for acquisitions may not exceed 5,000,000 unless the
         recipients of such excess shares, warrants or convertible securities
         agree with the Company (which agreement may not be amended without the
         prior written consent of the Underwriter) to be subject to the
         foregoing lock-up agreement with respect to such excess shares,
         warrants or convertible securities; or (iv) issue shares upon the
         exercise of any warrants or convertible securities issued pursuant to
         the preceding clause provided that such shares will be subject to the
         foregoing lock-up to the same extent, if any, as the warrants or
         convertible securities pursuant to which such shares were issued;

            (f) Not to be or become, at any time prior to the expiration of two
         years after the Time of Delivery, an open-end investment company, unit
         investment trust, closed-end investment company or face-amount
         certificate company that is or is required to be registered under
         Section 8 of the 1940 Act; and





                                       I-14

<PAGE>

            (g) During a period of five years from the date of whichever
         Prospectus is filed the latest, to furnish to you copies of all reports
         or other communications (financial or other) furnished to stockholders
         of the Company generally, and to deliver to you (i) as soon as they are
         available, copies of any reports and financial statements furnished to
         or filed with the Commission or any securities exchange on which the
         Common Stock or any class of securities of the Company is listed; and
         (ii) such additional public information concerning the business and
         financial condition of the Company as you may from time to time
         reasonably request (such financial statements to be on a consolidated
         basis to the extent the accounts of the Company and its subsidiaries
         are consolidated in reports furnished to its stockholders generally or
         to the Commission).

         6. The Company and the Selling Stockholders covenant and agree with the
Underwriter (it being understood that as between the Company and the Selling
Stockholders there may be other agreements as to the payment or reimbursement of
such expenses, but that such agreements will not affect the rights of the
Underwriter to have the following expenses paid or to reimburse the Underwriter
for such expenses as provided herein) that (a) the Company will pay or cause to
be paid the following: (i) the fees, disbursements and expenses of the Company's
counsel and accountants in connection with the registration of the Shares under
the Act and all other expenses in connection with the preparation, printing and
filing of each Registration Statement, any Preliminary Prospectus and each
Prospectus and any amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriter and dealers; (ii) the cost of
printing or producing this Agreement, any Blue Sky and Legal Investment
Memoranda, closing documents (including any compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of the
Shares; (iii) all expenses in connection with the qualification of the Shares
for offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriter in
connection with such qualification and in connection with the Blue Sky and legal
investment surveys; (iv) the filing fees incident to, and the fees and
disbursements of counsel for the Underwriter in connection with, securing any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the Shares; (v) the cost of preparing stock certificates;
(vi) the costs and charges of any transfer agent and registrar; and (vii) all
other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section; and
(b) each Selling Stockholder will pay or cause to be paid all costs and expenses
incident to the performance of such Selling Stockholder's obligations hereunder
which are not otherwise specifically provided for in this Section, including (i)
any fees and expenses of counsel for such Selling Stockholder, and (ii) all
expenses and taxes incident to the sale and delivery of the Shares to be sold by
such Selling Stockholder to the Underwriter hereunder. In connection with clause
(b)(ii) of the second preceding sentence, the Underwriter agrees to pay New York
State stock transfer tax, and the Selling Stockholders agree to reimburse the
Underwriter for associated carrying costs if such tax payment is not rebated on
the day of payment and for any portion of such tax payment not rebated. It is
understood, however, that except as provided in this Section 6 and in Sections 8
and 10 hereof, the Underwriter will pay all of



                                       I-15

<PAGE>

its own costs and expenses, including the fees of their counsel, transfer taxes
on resale of any of the Shares by them, and any advertising expenses connected
with any offers they may make.

         7. The obligations of the Underwriter hereunder, as to the Shares to be
delivered at the Time of Delivery, shall be subject, in its discretion, to the
condition that all representations and warranties and other statements of the
Company and of the Selling Stockholders herein are, at and as of the Time of
Delivery, true and correct, the condition that the Company and the Selling
Stockholders shall have performed all of its and their obligations hereunder
theretofore to be performed, and the following additional conditions:

            (a) Each Prospectus shall have been filed with the Commission
         pursuant to Rule 424(b) within the applicable time period prescribed
         for such filing by the rules and regulations under the Act and in
         accordance with Section 5(a) hereof; no stop order suspending the
         effectiveness of any Registration Statement or any part thereof shall
         have been issued and no proceeding for that purpose shall have been
         initiated or threatened by the Commission; and all requests for
         additional information on the part of the Commission shall have been
         complied with to your reasonable satisfaction;

            (b) Cravath, Swaine & Moore, counsel for the Underwriter, shall have
         furnished to you such opinion or opinions, dated the Time of Delivery,
         with respect to the matters as you may reasonably request, and such
         counsel shall have received such papers, and information as they may
         reasonably request to enable them to pass upon such matters;

            (c) Ehrenreich Eilenberg & Krause LLP, counsel for the Company,
         shall have furnished to you their written opinion, dated such time of
         Delivery, in form and substance satisfactory to you, to the effect set
         forth in Annex II hereto;

            (d) Weil, Gotshal & Manges LLP, counsel for the Company, shall have
         furnished to you their written opinion, dated the Time of Delivery, in
         form and substance satisfactory to you, to the effect set forth in
         Annex III hereto;

            (e) Oscar D. Folger shall have furnished to you his written opinion
         with respect to the Selling Stockholders, dated the Time of Delivery,
         in form and substance satisfactory to you, to the effect that:

                (i)    This Agreement has been duly executed and delivered by or
                       on behalf of such Selling Stockholder; and the sale of
                       the Shares to be sold by such Selling Stockholder
                       hereunder and the compliance by such Selling Stockholder
                       with its obligations under this Agreement and the
                       consummation of the transactions herein contemplated will
                       not conflict with or result in a breach or violation of
                       any terms or provisions of, or constitute a default
                       under, (A) any New York,

                                      I-16

<PAGE>

                       Delaware or federal law or regulation (other than
                       securities or blue sky laws, as to which he must not
                       express any opinion); or (B) to his knowledge, any
                       indenture, mortgage, deed of trust, loan agreement or
                       other agreement or instrument to which such Selling
                       Stockholder is a party or by which such Selling
                       Stockholder is bound or to which any of the property or
                       assets of such Selling Stockholder is subject, nor will
                       such action result in any violation of the provisions of
                       the limited liability company agreement of Bradley
                       Jacobs, LLC or, to his knowledge, any order, rule or
                       regulation of any New York, Delaware or federal court or
                       governmental agency or body having jurisdiction over such
                       Selling Stockholder or the property of such Selling
                       Stockholder;

                (ii)   No consent, approval, authorization or order of any New
                       York, Delaware or federal governmental authority that
                       such counsel has, in the exercise of customary
                       professional diligence, recognized as applicable to the
                       Selling Stockholder or transactions of the type
                       contemplated by this Agreement is required for the
                       consummation of the transactions contemplated by this
                       Agreement in connection with the Shares to be sold by
                       such Selling Stockholder hereunder, except such as may be
                       required under federal or state securities or Blue Sky
                       laws or under securities laws of jurisdictions outside
                       the United States in connection with the purchase and
                       distribution of such Shares by the Underwriter; and

                (iii)  Assuming that the Underwriter acquires the Shares being
                       sold to it pursuant to the Agreement without notice of an
                       adverse claim thereto, upon (a)(1) indication by the
                       Depositary Trust Company ("DTC") by book entry that the
                       Shares have been credited to the Underwriter's securities
                       account at DTC or (2) DTC's acquisition of the Shares for
                       the Underwriter and acceptance of the Shares for the
                       Underwriter's securities account and (b) payment therefor
                       in accordance with the terms of the Agreement, no action
                       based on an adverse claim may be validly asserted against
                       the Underwriter with respect to its interest in the
                       Shares. For purposes of this Paragraph, the terms
                       "adverse claim", "notice of an adverse claim" and
                       "securities account" have the respective meanings
                       ascribed thereto in Section 8-102(a)(1), 8-105 and 8-501
                       of the Uniform Commercial Code in effect in the State of
                       New York.










                                       I-17

<PAGE>

         In rendering the opinion in paragraph (iii), such counsel may rely upon
a certificate of each Selling Stockholder in respect of matters of fact as to
ownership of, and liens, encumbrances, equities or claims on, the Shares sold by
such Selling Stockholder, provided that such counsel shall state that they
believe that both you and they are justified in relying upon such certificate;

            (f) On the date of any Prospectus at a time prior to the execution
         of this Agreement, at 9:30 a.m., New York City time, on the effective
         date of any post-effective amendment to any Registration Statement
         filed subsequent to the date of this Agreement and also at any Time of
         Delivery, each accounting firm whose report is included or incorporated
         by reference in any Prospectus shall have furnished to you a letter or
         letters, dated the respective dates of delivery thereof, in form and
         substance satisfactory to you, to the effect set forth in Annex I
         hereto;

            (g) (i) Neither the Company nor any of the Subsidiaries shall have
         sustained since the date of the latest audited financial statements
         included or incorporated by reference in any Prospectus any loss or
         interference with its business from fire, explosion, flood or other
         calamity, whether or not covered by insurance, or from any labor
         dispute or court or governmental action, order or decree, which would
         be material to the Company and the Subsidiaries taken as a whole
         otherwise than as set forth or contemplated in such Prospectus or
         reserved for as disclosed in the Company's financial statements or
         financial statements of certain Subsidiaries included in such
         Prospectus; and (ii) since the respective dates as of which information
         is given in any Prospectus there shall not have been any change in the
         capital stock or long-term debt (other than accretion thereof and other
         than borrowings in the ordinary course of business under the Credit
         Facility with respect to working capital requirements for the ongoing
         operation of the Company and the Subsidiaries) of the Company and the
         Subsidiaries taken as a whole or any change, or any development
         involving a prospective change, in or affecting the general affairs,
         management, financial position, stockholders' equity or results of
         operations of the Company and the Subsidiaries taken as a whole,
         otherwise than as set forth or contemplated in such Prospectus that
         would be required to be disclosed in the Prospectus so that it would
         not contain any untrue statement of a material fact or omit to state a
         material fact required to be stated therein in order to make the
         statements therein not misleading, the effect of which, in any such
         case described in Clause (i) or (ii), is in the judgment of the
         Underwriter so material and adverse as to make it impracticable or
         inadvisable to proceed with the offering or the delivery of the Shares
         being delivered at the Time of Delivery on the terms and in the manner
         contemplated in this Agreement and in the Prospectus;

            (h) On or after the date hereof (i) no downgrading shall have
         occurred in the rating accorded the Company's debt securities by any
         "nationally recognized statistical rating organization", as that term
         is defined by the Commission for purposes of Rule 436(g)(2) under the
         Act; and (ii) no such organization shall have publicly announced that
         it has under surveillance or review, with possible negative
         implications, its rating of any of the Company's debt securities;





                                       I-18

<PAGE>

            (i) On or after the date hereof there shall not have occurred any of
         the following: (i) a suspension or material limitation in trading in
         securities generally on the Exchange or on the National Association of
         Securities Dealers Automated Quotation System; (ii) a suspension or
         material limitation in trading in the Company's securities on the
         Exchange; (iii) a general moratorium on commercial banking activities
         declared by either Federal or New York State authorities; or (iv) any
         attack on, outbreak or escalation of hostilities or act of terrorism
         involving the United States, any declaration of war by Congress or any
         other national or international calamity or emergency if, in the
         judgment of the Underwriter, the effect of any such attack, outbreak,
         escalation, act, declaration, calamity or emergency makes it
         impractical or inadvisable to proceed with completion of the offering
         or sale of and payment for the Shares;

            (j) The Company shall have complied with the provisions of Section
         5(c) hereof with respect to the furnishing of prospectuses on the New
         York Business Day next succeeding the date of this Agreement; and

            (k) The Company and the Selling Stockholders shall have furnished or
         caused to be furnished to you at the Time of Delivery certificates of
         officers of the Company or, in the case of any Selling Stockholder, of
         such Selling Stockholder, satisfactory to you as to the accuracy of the
         representations and warranties of the Company and the Selling
         Stockholders, respectively, herein at and as of such Time of Delivery,
         as to the performance by the Company and the Selling Stockholders of
         all of their respective obligations hereunder to be performed at or
         prior to such time of Delivery, and as to such other matters as you may
         reasonably request, and the Company shall have furnished or caused to
         be furnished certificates as to the matters set forth in subsections
         (a) and (g) of this Section.

         8. (a) The Company will indemnify and hold harmless the Underwriter
against any losses, claims, damages or liabilities, to which the Underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any Registration Statement or any
Prospectus, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Underwriter for any legal or other expenses reasonably
incurred by the Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, Registration Statement or Prospectus or any such amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by the Underwriter expressly for use therein.





                                       I-19

<PAGE>

         (b) The Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, Registration Statement or Prospectus,
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, Registration Statement or Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by the Underwriter expressly for use
therein; and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.

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





                                       I-20

<PAGE>

         (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received, in case of the Company, by the Company and the
Selling Stockholders on the one hand and, in the case of the Underwriter, the
Underwriter on the other from the offering of the Shares. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law then each indemnifying party shall contribute to such amount paid
or payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of, in the
case of the Company, the Company and the Selling Stockholders on the one hand
and, in the case of the Underwriter, the Underwriter on the other in connection
with the statement or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Selling Stockholders on the one hand and the Underwriter on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company and the Selling Stockholders
bear to the total underwriting discounts and commissions received by the
Underwriter, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Selling Stockholders on the one hand or the
Underwriter on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company, the Selling Stockholders, and the Underwriter agree that it would
not be just and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), the Underwriter shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

         (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Underwriter within the



                                       I-21

<PAGE>

meaning of the Act; and the obligations of the Underwriter under this Section 8
shall be in addition to any liability which the Underwriter may otherwise have
and shall extend, upon the same terms and conditions, to each officer and
director of the Company and to each person, if any, who controls the Company
within the meaning of the Act. The Company and the Selling Stockholders may
enter into other agreements amongst themselves with respect to the indemnity
obligations hereunder.

         9. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Selling Stockholders, and the
Underwriter, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of the Underwriter or any controlling person of the
Underwriter, or the Company, or the Selling Stockholders or any officer or
director or controlling person of the Company, and shall survive delivery of and
payment for the Shares.

         10. If for any reason any Shares are not delivered by or on behalf of a
Selling Stockholder as provided herein, such Selling Stockholder on a pro rata
basis (based on the number of Shares to be sold by such Selling Stockholder
hereunder) will reimburse the Underwriter for all out-of-pocket expenses,
including fees and disbursements of counsel, reasonably incurred by the
Underwriter in making preparations for the purchase, sale and delivery of the
Shares not so delivered, but the Selling Stockholders shall then be under no
further liability to the Underwriter in respect of the Shares not so delivered
except as provided in Sections 6 hereof.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriter shall be delivered or sent by mail, telex or
facsimile transmission to Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, New York 10010-3629, Attention: Transactions Advisory Group;
if to any Selling Stockholder, shall be delivered or sent by mail, telex or
facsimile transmission to counsel for such Selling Stockholder at its address
set forth in Schedule I hereto, with a copy to Oscar D. Folger, 521 Fifth
Avenue, 24th Floor, New York, New York 10175; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Secretary, with a
copy to Oscar D. Folger, 521 Fifth Avenue, 24th Floor, New York, New York 10175.
Any such statements, requests, notices or agreements shall take effect upon
receipt thereof.

         11. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriter, the Company and the Selling Stockholders and, to
the extent provided in Sections 8 and 9 hereof, the officers and directors of
the Company and each person who controls the Company or the Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Shares from the Underwriter shall be
deemed a successor or assign by reason merely of such purchase.





                                       I-22

<PAGE>

         12. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

         13. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

         14. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

         If the foregoing is in accordance with your understanding, please sign
and return to us eight counterparts hereof, and upon the acceptance hereof by
you this letter and such acceptance hereof shall constitute a binding agreement
among each of the Underwriter, the Company and the Selling Stockholders.




                                       I-23

<PAGE>

Any person executing and delivering this Agreement as Attorney-in-Fact for any
Selling Stockholder represents by so doing that he has been duly appointed as
Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing and
binding Power-of-Attorney which authorizes such Attorney-in-Fact to take such
action.


                                                 Very truly yours,

                                                 UNITED RENTALS, INC.


                                                 By:
                                                    ----------------------------
                                                    Name:
                                                    Title:


                                                 BRADLEY S. JACOBS

                                                    ----------------------------
                                                    Name:


                                                 BRADLEY JACOBS, LLC


                                                 By:
                                                    ----------------------------
                                                    Name:


                                                 JOHN MILNE



                                                    ----------------------------
                                                    Name:


                                                 MICHAEL NOLAN



                                                    ----------------------------
                                                    Name:


                                                 WAYLAND HICKS



                                                    ----------------------------
                                                    Name:

                                       I-24

<PAGE>

Accepted as of the date hereof:
Credit Suisse First Boston Corporation

By:
     ----------------------------
     Name:
     Title:




                                      I-25

<PAGE>

                                   SCHEDULE I

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                                    Number of
                                                                                     Shares
                                                                                   to be Sold
                                                                                   ----------
-------------------------------------------------------------------------------------------------------------

<S>                                                                                <C>
Bradley S. Jacobs(a)                                                                2,807,800
Bradley Jacobs, LLC (b)                                                             3,292,200
John Milne(c)                                                                         850,000
Michael Nolan(d)                                                                      350,000
Wayland Hicks(e)                                                                      700,000

Total ...................................................                           8,000,000

-------------------------------------------------------------------------------------------------------------
</TABLE>

         (a)      Notices for this Selling Stockholder shall be addressed to:

         (b)      Notices for this Selling Stockholder shall be addressed to:

         (c)      Notices for this Selling Stockholder shall be addressed to:

         (d)      Notices for this Selling Stockholder shall be addressed to:

         (e)      Notices for this Selling Stockholder shall be addressed to:







                                       I-26

<PAGE>

                                                                         ANNEX I

Pursuant to Section 7(f) of the Underwriting Agreement, the accountants shall
furnish letters to the Underwriter to the effect that:

         1.    We are independent certified public accountants with respect to
               the Company and its subsidiaries within the meaning of the Act
               and the applicable published rules and regulations thereunder;

         2.    In our opinion, the consolidated financial statements and
               financial statement schedules audited by us and included in the
               Prospectus or Registration Statement comply as to form in all
               material respects with the applicable requirements of the Act and
               the related published rules and regulations thereunder, and, if
               applicable, we have made a review in accordance with standards
               established by the American Institute of Certified Public
               Accountants of the unaudited, consolidated interim financial
               statements, selected financial data, pro forma financial
               information, financial forecasts and/or condensed financial
               statements derived from audited financial statements of the
               Company for the periods specified in such letter, as indicated in
               their reports thereon, copies of which have been furnished to the
               Underwriter hereto;

         3.    We have made a review in accordance with standards established by
               the American Institute of Certified Public Accountants of the
               unaudited condensed consolidated statements of income,
               consolidated balance sheets and consolidated statements of cash
               flows included in the Prospectus as indicated in their reports
               thereon copies of which have been separately furnished to the
               Underwriter and on the basis of specified procedures including
               inquiries of officials of the Company who have responsibility for
               financial and accounting matters regarding whether the unaudited
               condensed consolidated financial statements referred to in
               paragraph 6(i) below comply as to form in all material respects
               with the applicable accounting requirements of the Act and the
               related published rules and regulations, nothing came to our
               attention that caused us to believe that the unaudited condensed
               consolidated financial statements do not comply as to form in all
               material respects with the applicable accounting requirements of
               the Act and the related published rules and regulations;

         4.    The unaudited selected financial information with respect to the
               consolidated results of operations and financial position of the
               Company for the five most recent fiscal years included in the
               Prospectus agrees with the corresponding amounts (after
               restatements where applicable) in the audited consolidated
               financial statements for such five fiscal years;

         5.    We have compared the information in the Prospectus under selected
               captions with the disclosure requirements of Regulation S-K and
               on the basis of limited procedures specified in such letter
               nothing came to our attention as a result of the foregoing
               procedures that caused them to


<PAGE>

               believe that this information does not conform in all material
               respects with the disclosure requirements of Items 301, 302, 402
               and 503(d), respectively, of Regulation S-K;

         6.    On the basis of limited procedures not constituting an audit in
               accordance with generally accepted auditing standards, consisting
               of a reading of the unaudited financial statements and other
               information referred to below, a reading of the latest available
               interim financial statements of the Company and its subsidiaries,
               inspection of the minute books of the Company and its
               subsidiaries since the date of the latest audited financial
               statements included in the Prospectus, inquiries of officials of
               the Company and its subsidiaries responsible for financial and
               accounting matters and such other inquiries and procedures as may
               be specified in such letter, nothing came to our attention that
               caused us to believe that:

               (i)   the unaudited consolidated statements of income,
                     consolidated balance sheets and consolidated statements of
                     cash flows included in the Prospectus do not comply as to
                     form in all material respects with the applicable
                     accounting requirements of the Securities Act and the
                     related published Rules and Regulations and are not in
                     conformity with generally accepted accounting principles
                     applied on the basis substantially consistent with the
                     basis for the unaudited condensed consolidated statements
                     of income, consolidated balance sheets and consolidated
                     statements of cash flows included in the Prospectus;

               (ii)  any other unaudited income statement data and balance sheet
                     items included in the Prospectus do not agree with the
                     corresponding items in the unaudited consolidated financial
                     statements from which such data and items were derived, and
                     any such unaudited data and items were not determined on a
                     basis substantially consistent with the basis for the
                     corresponding amounts in the audited consolidated financial
                     statements included in the Prospectus;

               (iii) the unaudited financial statements which were not included
                     in the Prospectus but from which were derived any unaudited
                     condensed financial statements referred to in Clause (i)
                     and any unaudited income statement data and balance sheet
                     items included in the prospectus and referred to in Clause
                     (ii) were not determined on a basis substantially
                     consistent with the basis for the audited consolidated
                     financial statements included in the Prospectus;

               (iv)  any unaudited pro forma consolidated condensed financial
                     statements included in the Prospectus do not comply as to
                     form in all material respects with the applicable
                     accounting requirements or the pro forma adjustments have
                     not been properly applied to the historical amounts in the
                     compilation of those statements;

                                      I-2


<PAGE>

               (v)   as of a specified date not more than five days prior to the
                     date of such letter, there have been any changes in the
                     consolidated capital stock (other than issuances of capital
                     stork upon exercise of options and stock appreciation
                     rights, upon earn-outs of performance shares and upon
                     conversions of convertible securities, in each case which
                     were outstanding on the date of the latest financial
                     statements included in the Prospectus) or any increase in
                     the consolidated long-term debt of the Company and its
                     subsidiaries, or any decreases in consolidated net current
                     assets or stockholders' equity or other items specified by
                     the Underwriter, or any increases in any items specified by
                     the Underwriter, in each case as compared with amounts
                     shown in the latest balance sheet included in the
                     Prospectus except in each case for changes, increases or
                     decreases which the Prospectus discloses have occurred or
                     may occur or which are described in such letter; and

               (vi)  for the period from the date of the latest financial
                     statements included in the Prospectus to the specified date
                     referred to in Clause (v) there were any decreases in
                     consolidated net revenues or operating profit or the total
                     or per share amounts of consolidated net income or other
                     items specified by the Underwriter, or any increases in any
                     items specified by the Underwriter, in each case as
                     compared with the comparable period of the preceding year
                     and with any other period of corresponding length specified
                     by the Underwriter, except in each case for decreases or
                     increases which the Prospectus discloses have occurred or
                     may occur or which are described in such letter; and

         7.    In addition to the examination referred to in their report(s)
               included in the Prospectus and the limited procedures, inspection
               of minute books, inquiries and other procedures referred to in
               paragraphs 3 and 6 above, they have carried out certain specified
               procedures, not constituting an audit in accordance with
               generally accepted auditing standards, with respect to certain
               amounts, percentages and financial information specified by the
               Underwriter, which are derived from the general accounting
               records of the Company and its subsidiaries, which appear in the
               Prospectus, and have compared certain of such amounts,
               percentages and financial information with the accounting records
               of the Company and its subsidiaries and have found them to be in
               agreement.

                                      I-3


<PAGE>

                                                                        ANNEX II

                      FORM OF OPINION OF COMPANY'S COUNSEL
                    TO BE DELIVERED PURSUANT TO SECTION 7(c)

         As to various questions of fact material to our opinion, we have relied
upon the certificates of officers and upon certificates of public officials.
With regard to the due incorporation of corporations (other than the Company)
and the good standing of corporations (other than the Company), we have (subject
to the next sentence) relied entirely upon certificates of public officials.
With regard to the tax good standing of certain corporations (other than the
Company), we have relied solely upon a certificate of an officer of such
corporation to the effect that the corporation has filed the most recent annual
report required by the law of such jurisdiction and that all franchise taxes
required to be paid under such law have been paid. We have also examined such
corporate documents and records and other certificates, and have made such
investigations of law, as we have deemed necessary in order to render the
opinion hereinafter set forth. We have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all documents
submitted to us as copies. We have also assumed that all documents examined by
us have been duly and validly authorized, executed and delivered by each of the
parties thereto other than the Company.

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

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

         2.    The Company has corporate power and authority to own, lease and
               operate its properties and to conduct its business as described
               in any Prospectus and to enter into and perform its obligations
               under the Underwriting Agreement.

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

         4.    The Company has an authorized capitalization as set forth in each
               Prospectus. The Shares have been duly authorized and validly
               issued and



                                      II-1

<PAGE>

               are fully paid and non-assessable; and none of the outstanding
               shares of capital stock of the Company was issued in violation of
               any preemptive or other similar rights of any security holder of
               the Company arising by statute or the Company's certificate of
               incorporation or by-laws or, to the best of our knowledge (after
               due inquiry), any other preemptive or other similar rights of any
               security holder of the Company.

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

         6.    The Delaware Significant Subsidiary has been duly incorporated
               and has corporate power and authority to own, lease and operate
               its properties and to conduct its business as described in any
               Prospectus. Except as otherwise disclosed in each Prospectus, all
               of the issued and outstanding capital stock of the Delaware
               Significant Subsidiary has been duly authorized and validly
               issued and is fully paid and non-assessable and, to the best of
               our knowledge, all of the Issued and outstanding capital stock of
               each Corporate Significant Subsidiary is owned by the Company,
               directly or through Subsidiaries, free and clear of any security
               interest, mortgage, pledge, lien, encumbrance, claim or equity
               (except as contemplated by the Credit Agreement). None of the
               outstanding shares of capital stock of the Delaware Significant
               Subsidiary or, to the best of our knowledge any other Significant
               Subsidiary, was issued in violation of the preemptive or similar
               rights of any security holder of such Significant Subsidiary
               arising pursuant to statute or such Subsidiary's certificate of
               incorporation or by-laws or, to the best of our knowledge, any
               other preemptive or other similar rights of any security holder
               of such Significant Subsidiary.

         7.    United Equipment Rentals Gulf, L.P., is duly organized and
               validly existing as a limited partnership under the laws of the
               State of Texas and is duly qualified as a foreign limited
               partnership to transact business and is in good standing in each
               jurisdiction in which such qualification is required, whether by
               reason of the ownership or leasing of property or the conduct of
               business, except where the failure so to qualify or to be in good
               standing would not result in a Material Adverse Effect. The
               Underwriting Agreement has been duly authorized, executed and
               delivered by the Company.

         8.    If any documents are incorporated by reference in any
               Registration Statement, such documents (other than the financial
               statements and supporting schedules therein, as to which no
               opinion need be rendered), when they were filed with the
               Commission, complied as to form in all

                                      II-2

<PAGE>

               material respects with the requirements of the Exchange Act and
               the rules and regulations of the Commission thereof.

         9.    To the best of our knowledge, there is not pending or threatened
               any action, suit, proceeding, inquiry or investigation, to which
               the Company or any Subsidiary is a party, or to which the
               property or assets of the Company or any Subsidiary thereof is
               subject, before or brought by any court or governmental agency or
               body, domestic or foreign, which might reasonably be expected to
               result in a Material Adverse Effect, or which might reasonably be
               expected to materially and adversely affect the consummation of
               the transactions contemplated in the Underwriting Agreement or
               the performance by the Company of its obligations thereunder or
               the transactions contemplated by each Prospectus.

         10.   The information in each Prospectus, to the extent that it
               constitutes summaries of matters of law, has been reviewed by us
               and is correct in all material respects. The statements set forth
               in each Prospectus under the caption "Description of Capital
               Stock" incorporated by reference on the registration statements
               on Form 8-A, dated November 7, 1998, and August 6, 1998, insofar
               as they purport to constitute a summary of the terms of the
               Stock, are accurate summaries in all respects of such terms.

         11.   To the best of our knowledge (after due inquiry), neither the
               Company nor any Subsidiary is in violation of its charter or
               by-laws.

         12.   To the best of our knowledge, neither the Company nor any
               Subsidiary thereof is in default in the due performance or
               observance of, or is in violation of, any material obligation,
               agreement, covenant or condition contained in any contract,
               indenture, mortgage, loan agreement, note, lease or other
               agreement or instrument that is described or referred to in any
               Prospectus or incorporated by reference therein which violations
               or defaults are required to be described in such Prospectus and
               are not so described or would, individually or in the aggregate,
               be reasonably likely to have a Material Adverse Effect or effect
               the validity of the Shares.

         13.   No filing, authorization, approval, consent or order of any court
               or governmental authority or agency (other than such as may be
               required under the applicable securities laws of the various
               jurisdictions in which the Shares will be offered or sold, as to
               which we need express no opinion) is required by the Company in
               connection with the due authorization, execution and delivery of
               the Underwriting Agreement or in connection with the offering,
               issuance, sale or delivery of the Shares to the Underwriter or
               the resale thereof by the Underwriter in accordance with the
               Underwriting Agreement, except for filings and other actions
               required under or pursuant to the Act, the Exchange Act, and
               other federal or state securities or "blue sky" laws and the
               rules of the New York Stock Exchange, as to which we express no
               opinion.




                                      II-3


<PAGE>

         14.   The execution, delivery and performance of the Underwriting
               Agreement, and the consummation of the transactions contemplated
               in the Underwriting Agreement and in each Prospectus and
               compliance by the Company with its obligations under the
               Underwriting Agreement, (i) after reasonable investigation, do
               not and will not (subject to the next sentence), whether with or
               without the giving of notice or lapse of time or both, conflict
               with or constitute a breach of, or default or Repayment Event (as
               defined in Section 1(a)(15) of the Underwriting Agreement) under
               or result in the creation or imposition of any lien, charge or
               encumbrance upon any property or assets of the Company or any
               Subsidiary thereof pursuant to any contract, indenture, mortgage,
               deed of trust, loan or credit agreement, note, lease or any other
               agreement or instrument, known to us, to which the Company or any
               of its Subsidiaries is a party or by which it or any of them may
               be bound, or to which any of the property or assets of the
               Company or any Subsidiary is a party or by which it or any of
               them may be bound, or to which any of the property or assets of
               the Company or any Subsidiary is subject (except for such
               conflicts, breaches or defaults, Repayment Events or liens,
               charges or encumbrances that would not have a Material Adverse
               Effect); (ii) result in any violation of the provisions of the
               charter or by-laws of the Company or any Subsidiary; or (iii) to
               the best of our knowledge (after due inquiry), result in any
               violation of the provisions of any applicable law, statute, rule
               or regulation of the United States of America or included in the
               Delaware General Corporate Law or Delaware Revised Uniform
               Limited Partnership Act (except we express no opinion as to "blue
               sky" laws), judgment, order, writ or decree, known to us, of any
               government, government instrumentality or court, domestic or
               foreign, having jurisdiction over the Company or any Subsidiary
               or any of their respective properties, assets or operations. No
               opinion is rendered pursuant to clause (i) of the preceding
               sentence with respect to (collectively, the "Excluded
               Agreements"): (a) any agreement relating to any indebtedness or
               proposed indebtedness described in the Company's Report of Form
               10-K for the year ended December 31, 2000 under "Management's
               Discussion and Analysis of Financial Condition and Results of
               Operations - Certain Information Concerning the Credit Facility
               and Other Indebtedness" (excluding the indebtedness described in
               the paragraph that begins "Other Debt") or in any Report on 10-Q
               incorporated in any Prospectus; (ii) Master Lease Agreement,
               dated as of December 17, 1999, between United Rentals (North
               America), Inc. and UR (NA) 1999 Trust, as amended by the
               amendment thereto dated as of December 27, 2000, and (iii) Master
               Lease Agreement, dated as of June 30, 2000, between United
               Rentals (North America), Inc. and UR (NA) 2000 Trust, as amended
               by the amendment thereto dated as of December 27, 2000.

         15.   The Company is not an "investment company" or an entity
               "controlled" by an "investment company," as such terms are
               defined in the 1940 Act.




                                      II-4


<PAGE>

         16.   To the best of our knowledge, no person or entity has the legal
               right to require registration under the Act of shares of capital
               stock or other securities convertible into capital stock of the
               Company solely because of the filing or effectiveness of any
               Registration Statement and the consummation of the transactions
               contemplated by the Underwriting Agreement (except for such
               rights that have been waived in writing).

         17.   Each Registration Statement and each Prospectus and any further
               amendments and supplements thereto made by the Company prior to
               the Time of Delivery (other than the financial statements and
               related schedules therein, as to which such counsel need express
               no opinion) comply as to form in all material respects with the
               requirements of the Act and the rules and regulations thereunder.

         In addition, we have participated in conferences with officers and
representatives of the Company, counsel to the Underwriter, representatives of
the independent accountants for the Company and the Underwriter at which the
contents of each Registration Statement and related matters were discussed.
Although we have not undertaken, except as otherwise indicated in this opinion,
to investigate or verify independently, and do not assume responsibility for,
the accuracy, completeness or fairness of the statements contained in any
Registration Statement or Prospectus, except for those referred to in Clause
(10) above, on the basis of the information that we gained in the course of the
performance of such services and our representation of the Company, we confirm
to you that nothing that came to our attention in the course of such review or
representation has caused us to believe that (i) as of the applicable effective
date, any Registration Statement or any further amendment thereto made by the
Company prior to the Time of Delivery (except for financial statements and
schedules and other financial data included or incorporated by reference
therein, if any, as to which we make no statement), contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
that as of its date or the date hereof, any Prospectus or any amendment or
supplement thereto (except for financial statements and schedules and other
financial data included or incorporated by reference therein, if any, as to
which such counsel need make no statement), at the time such Prospectus was
issued, at the time any such amended or supplemented Prospectus was issued or at
the Time of Delivery, included or includes an untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; or (ii) that there are any franchise agreements,
indentures, mortgages, loan agreements, notes, leases or other contracts or
instruments required to be described or referred to in each Prospectus that are
not described or referred to in the Prospectus or that any descriptions of or
references to any of the foregoing are not correct in all material respects.

         In rendering such opinion, such counsel may rely, as to matters of fact
(but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company and public officials. Such
opinion shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or

                                      II-5

<PAGE>

other document relating to legal opinions, including, without limitation, the
Legal Opinion Accord of the ABA Section of Business Law (1991). Such counsel may
in addition rely, as to all matters governed by the laws of jurisdictions other
than the law of the State of New York, the federal law of the United States and
the General Corporation Law of the State of Delaware, upon the opinions of
counsel reasonably satisfactory to counsel to the Underwriter.

                                      II-6


<PAGE>

                                                                       ANNEX III

                      FORM OF OPINION OF COMPANY'S COUNSEL
                    TO BE DELIVERED PURSUANT TO SECTION 7(d)

         1.    The Company is a corporation duly incorporated, validly existing
               and in good standing under the laws of the State of Delaware, and
               has all requisite corporate power and authority to own, lease and
               operate its properties and to carry on its business as described
               in the Prospectuses and to enter into and perform its obligations
               under the Underwriting Agreement.

         2.    The Shares conform to the description of the Common Stock set
               forth in each Prospectus.

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

         4.    No consent, approval, waiver, license or authorization or other
               action by or filing with any New York, Delaware corporate or
               federal governmental authority is required in connection with the
               execution and delivery by the Company of the Underwriting
               Agreement or the consummation by the Company of the transactions
               contemplated thereby, except for filings and other actions
               required under or pursuant to the Act and the Exchange Act and
               the rules and regulations promulgated thereunder, any other
               federal or state securities or "blue sky" laws, and the rules of
               the New York Stock Exchange, as to which we express no opinion.

         5.    The Company is not an "investment company" or an entity
               "controlled" by an "investment company", as such terms are
               defined in the 1940 Act.

         6.    The execution and delivery by the Company of the Underwriting
               Agreement, the consummation of the transactions contemplated
               thereby and by the Prospectus and compliance by the Company with
               its obligations under the Underwriting Agreement do not and will
               not, whether with or without the giving of notice or lapse of
               time or both, conflict with or constitute a breach of, or a
               default or Repayment Event under, or result in the creation or
               imposition of any lien, charge or encumbrance upon any property
               or assets of the Company or any of its Subsidiaries pursuant to,
               the Financing Documents (as defined below) or any agreement or
               instrument which was entered into or executed by the Company or
               any such Subsidiary as required under any of the Financing
               Documents, except for such conflicts, breaches, defaults,
               Repayment Events, liens, charges or encumbrances that would not
               reasonably be expected to have a Material Adverse Effect. As used
               above, the term "Financing Documents" means, collectively: (i)
               the Amended and




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<PAGE>

               Restated Credit Agreement, dated as of April 20, 2001, among the
               Company, United Rentals (North America), Inc. ("URNA"), United
               Rentals of Canada, Inc., various financial institutions and The
               Chase Manhattan Bank, as U.S. Administrative Agent; (ii) the
               Indenture, dated as of May 22, 1998, among URNA, its subsidiaries
               party thereto and State Street Bank and Trust Company as Trustee
               relating to URNA's 9 1/2% senior subordinated notes due 2008;
               (iii) the Indenture, dated as of August 12, 1998, among URNA, its
               subsidiaries party thereto and State Street Bank and Trust
               Company as Trustee relating to URNA's 8.8% senior subordinated
               notes due 2008; (iv) the Indenture, dated as of December 15,
               1998, among URNA, its subsidiaries party thereto and State Street
               Bank and Trust Company as Trustee relating to URNA's 9 1/4%
               senior subordinated notes due 2009; (v) the Indenture, dated as
               of March 23, 1999, among URNA, its subsidiaries party thereto and
               The Bank of New York as Trustee relating to URNA's 9% senior
               subordinated notes due 2009; (vi) the Indenture, dated as of
               April 20, 2001, among URNA, its subsidiaries party thereto and
               The Bank of New York as Trustee relating to URNA's 10 3/4% senior
               notes due 2008; and (vii) any agreement or instrument which was
               entered into or executed by the Company or any such Subsidiary
               pursuant to or as required under any Financing Document.

         We have participated in conferences with directors, officers and other
representatives of the Company, representatives of the independent public
accountants for the Company, representatives of the Underwriter and
representatives of counsel for the Underwriter, at which conferences the
contents of each Registration Statement and each Prospectus and related matters
were discussed, and, although we have not independently verified and are not
passing upon and assume no responsibility for the accuracy, completeness or
fairness of the statements contained in each Registration Statement and
Prospectus, no facts have come to our attention which lead us to believe that
any Registration Statement, on the effective date thereof, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading, or that any Prospectus, on the date thereof or on the date hereof,
contained or contains an untrue statement of a material fact or omitted or omits
to state a material fact required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading (it being understood that we express no view with
respect to the financial statements and related notes, the financial statement
schedules and the other financial and accounting data included or incorporated
by reference in any Registration Statement or Prospectus).

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

         The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. Those opinions may not be
used or relied upon by

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<PAGE>

any other person, nor may this letter or any copies hereof be furnished to a
third party, filed with a governmental agency, quoted, cited or otherwise
referred to without our prior written consent.

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