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                                                                   EXHIBIT 10(c)
                                                                  EXECUTION COPY


                                  $450,000,000

                      UNITED RENTALS (NORTH AMERICA), INC.

                    10 3/4% Senior Notes Due April 15, 2008


                               PURCHASE AGREEMENT
                               ------------------

                                                                  April 12, 2001



Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Salomon Smith Barney Inc.,
  As Representatives of the Several Purchasers,
    c/o Credit Suisse First Boston Corporation,
         Eleven Madison Avenue,
              New York, N.Y. 10010-3629

Dear Sirs:

     1.  Introductory.  United Rentals (North America), Inc., a Delaware
corporation (the "Company"), proposes, subject to the terms and conditions
stated herein, to issue and sell to the several initial purchasers named in
Schedule A hereto (the "Purchasers") U.S.$450,000,000 principal amount of its 10
3/4% Senior Notes Due April 15, 2008 ("Notes").  The Notes will be
unconditionally guaranteed (each, a "Guaranty") on a senior unsecured basis by
United Rentals, Inc., a Delaware corporation and parent of the Company
("Holdings"), and each of the Company's subsidiaries listed on Schedule B hereto
(the "Subsidiary Guarantors" and, together with Holdings, the "Guarantors").
The Notes will also be guaranteed by each subsequently organized domestic
subsidiary of the Company that becomes a guarantor pursuant to the Indenture (as
hereinafter defined).  The Notes will be issued under an indenture dated as of
April 20, 2001 (the "Indenture"), among the Company, the Guarantors and The Bank
of New York, as trustee (the "Trustee").  The Notes and the Guaranties are
together referred to as the "Offered Securities".  The United States Securities
Act of 1933 is herein referred to as the "Securities Act".

         The following transactions (collectively, the "Transactions") will
occur concurrently with the consummation of the offering of the Offered
Securities (the "Offering"): (i) the Company will obtain $1.5 billion senior
secured credit facilities (the "Senior Credit Facilities"), consisting of $750.0
million in term loans (all of which will be drawn on the Closing Date (as
hereinafter defined)) and $750.0 million in revolving credit facilities (an
estimated $652.3
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million of which will be drawn on the Closing Date, subject to adjustment as
provided in the Offering Document), under a credit agreement and related
documentation among the Company, the lenders party thereto and The Chase
Manhattan Bank, as administrative agent (the "Credit Agreement"), and (ii) the
Company will use the proceeds of the Notes and of its borrowings under the
Senior Credit Facilities on the Closing Date to (A) permanently repay the
outstanding indebtedness under the Company's existing revolving credit facility,
(B) repay the Company's outstanding term loans, (C) repay obligations under a
synthetic lease and (D) pay transaction costs relating to the offering of the
Notes and the Senior Credit Facilities.

          This Agreement, the Registration Rights Agreement (as hereinafter
defined), the Indenture and the Guaranties are referred to herein as the
"Operative Documents". The Credit Agreement and the other documents related to
the Transactions are referred to herein collectively as the "Transaction
Documents".

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

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

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

          (a)  A preliminary offering circular relating to the Offered
     Securities, dated March 30, 2001 (the "Preliminary Offering Circular"), has
     been prepared by the Company. A final offering circular relating to the
     Offered Securities, dated April 12, 2001 (the "Final Offering Circular"),
     has been prepared by the Company, and as supplemented as of the date of
     this Agreement, together with any exhibit thereto, any documents
     incorporated therein by reference or any other document approved by the
     Company for use in connection with the contemplated resale of the Offered
     Securities, is hereinafter referred to as the "Offering Document". The
     Offering Document as of its date does not, and as of the Closing Date will
     not, include any untrue statement of a material fact or omit to state any
     material fact necessary in order to make the statements therein, in the
     light of the

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     circumstances under which they were made, not misleading. The preceding
     sentence does not apply to statements in or omissions from the Offering
     Document based upon written information furnished to the Company by any
     Purchaser through the Representatives specifically for use therein, it
     being understood and agreed that the only such information is that
     described as such in Section 7(b) hereof. Except as disclosed in the
     Offering Document, on the date of this Agreement, the Company's Annual
     Report on Form 10-K most recently filed with the Commission and all
     subsequent reports (collectively, the "Exchange Act Reports") which have
     been filed by the Company with the Commission or sent to stockholders
     pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") do not
     include any untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. Such documents,
     when they were filed with the Commission, conformed in all material
     respects to the requirements of the Exchange Act and the rules and
     regulations of the Commission thereunder.

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

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

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

          (e)  All of the issued and outstanding capital stock of the Company
     and each subsidiary of the Company that is a corporation has been duly
     authorized and validly issued

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     and is fully paid and nonassessable; and the capital stock of the Company
     and each such subsidiary owned by the Company, directly or indirectly, will
     be owned, as of the Closing Date, free from liens, encumbrances and
     defects, except liens and encumbrances arising under or not prohibited by
     the Credit Agreement.

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

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

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

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

          (j)  The execution, delivery and performance of each of the Operative
     Documents, and the issuance and sale of the Offered Securities and
     compliance with the terms and provisions thereof, will not result in a
     breach or violation of any of the terms and provisions

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     of, or constitute a default under, any statute, any rule, regulation or
     order of any governmental agency or body or any court, domestic or foreign,
     having jurisdiction over the Company or any subsidiary of the Company or
     any of their properties, or any agreement or instrument to which the
     Company or any such subsidiary is a party or by which the Company or any
     such subsidiary is bound or to which any of the properties of the Company
     or any such subsidiary is subject, or the charter or by-laws of the Company
     or any such subsidiary. The Company has full power and authority to
     authorize, issue and sell the Notes, and each Guarantor has full power and
     authority to authorize and deliver the Guaranties, as contemplated by this
     Agreement.

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

          (l)  The execution, delivery and performance of the Transaction
     Documents by the Company and each Guarantor (to the extent a party thereto)
     will not result in a breach or violation of any of the terms and provisions
     of, or constitute a default under, any statute, any rule, regulation or
     order of any governmental agency or body or any court, domestic or foreign,
     having jurisdiction over the Company or any subsidiary of the Company or
     any of their properties, or, upon consummation of the Transactions, any
     agreement or instrument to which the Company or any such subsidiary is a
     party or by which the Company or any such subsidiary is bound or to which
     any of the properties of the Company or any such subsidiary is subject, or
     the charter or by-laws of the Company or any such subsidiary.

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

          (n)  The Company and its subsidiaries have good and marketable title
     to all real property described in the Offering Document as owned by the
     Company and its subsidiaries

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

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

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

          (q)  The Company and its subsidiaries own, possess or can acquire on
     reasonable terms, adequate trademarks, trade names and other rights to
     inventions, know-how, patents, copyrights, confidential information and
     other intellectual property (collectively, "intellectual property rights")
     necessary to conduct the business now operated by them, or presently
     employed by them (except where the lack thereof would not have a Material
     Adverse Effect), and have not received any notice of infringement of or
     conflict with asserted rights of others with respect to any intellectual
     property rights that, if determined adversely to the Company or any of its
     subsidiaries, would individually or in the aggregate have a Material
     Adverse Effect.

          (r)  Except as disclosed in the Offering Document, neither the Company
     nor any of its subsidiaries is in violation of any statute, any rule,
     regulation, decision or order of any governmental agency or body or any
     court, domestic or foreign, relating to the use, disposal or release of
     hazardous or toxic substances or relating to the protection or restoration
     of the

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     environment or human exposure to hazardous or toxic substances
     (collectively, "environmental laws"), owns or operates any real property
     contaminated with any substance that is subject to any environmental laws,
     is liable for any off-site disposal or contamination pursuant to any
     environmental laws, or is subject to any claim relating to any
     environmental laws, which violation, contamination, liability or claim
     would individually or in the aggregate have a Material Adverse Effect; and
     the Company is not aware of any pending investigation which might lead to
     such a claim.

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

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

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

          (v)  The historical financial statements, together with related
     schedules and notes forming part of the Offering Document (and any
     amendment or supplement thereto), present fairly the consolidated financial
     position, results of operations and changes in financial position of the
     Company and its subsidiaries on the basis stated in the Offering Document
     at the respective dates or for the respective periods to which they apply;
     such statements and related schedules and notes have been prepared in
     accordance with generally accepted accounting principles in the United
     States consistently applied throughout the periods involved, except as
     disclosed therein; and the other financial and statistical information and
     data set forth in the Offering Document (and any amendment or

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     supplement thereto) are, in all material respects, accurately presented and
     prepared on a basis consistent with such financial statements and the books
     and records of the Company

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

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

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

          (z)  Subject to compliance by the Purchasers with their covenants
     hereunder and assuming the accuracy of the Purchasers' representations and
     warranties, the offer and sale of the Offered Securities by the Company to
     the several Purchasers in the manner contemplated by this Agreement and the
     Offering Document will be exempt from the registration requirements of the
     Securities Act by reason of Section 4(2) thereof and Regulation S
     thereunder ("Regulation S"); and it is not necessary to qualify an
     indenture in respect of the Offered Securities under the United States
     Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

          (aa) None of the Company, the Guarantors, any of their affiliates, or
     any person acting on its or their behalf (i) has, within the six-month
     period prior to the date hereof, offered or sold in the United States or to
     any U.S. person (as such terms are defined in Regulation S under the
     Securities Act) the Offered Securities or any security of the same class or
     series as the Offered Securities or (ii) has offered or will offer or sell
     the Offered Securities (A) in the United States by means of any form of
     general solicitation or general advertising within the meaning of Rule
     502(c) under the Securities Act or (B) with respect to any such securities
     sold in reliance on Rule 903 of Regulation S, by means of any directed
     selling efforts within the meaning of Rule 902(c) of Regulation S. The
     Company, the Guarantors, their affiliates and any person acting on any of
     their behalf (other than the

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     Purchasers) have complied and will comply with the offering restrictions
     requirement of Regulation S. None of the Company or the Guarantors has
     entered or will enter into any contractual arrangement with respect to the
     distribution of the Offered Securities except for this Agreement.

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

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

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

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

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

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

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

               The Company acknowledges that the Purchasers and, for purposes of
     the opinions to be delivered to the Purchasers pursuant to Section 9
     hereof, counsel to the Company and the Guarantors and counsel to the
     Initial Purchaser will rely upon the accuracy and truth of the foregoing
     representations and hereby consents to such reliance.

          3.  Purchase, Sale and Delivery of Offered Securities. On the basis of
     the representations, warranties and agreements herein contained, but
     subject to the terms and conditions herein set forth, the Company agrees to
     sell to the Purchasers, and the Purchasers agree, severally and not
     jointly, to purchase from the Company, at a purchase price of 97.75% of the
     principal amount thereof plus accrued interest (if any) from April 20, 2001
     to the Closing Date (as hereinafter defined), the respective principal
     amounts of Offered Securities set forth opposite the names of the several
     Purchasers in Schedule A hereto.

          The Company will deliver against payment of the purchase price the
     Offered Securities in the form of one or more permanent Global Securities
     in definitive form (the "Global Securities") deposited with the Trustee as
     custodian for The Depository Trust Company ("DTC") and registered in the
     name of Cede & Co., as nominee for DTC. Interests in any permanent Global
     Securities will be held only in book-entry form through DTC, except in the
     limited circumstances described in the Offering Document. Payment for the
     Offered Securities shall be made by the Purchasers in Federal (same day)
     funds by wire transfer to an account at a bank acceptable to the
     Representatives on April 20, 2001, or at such other time not later than
     seven full business days thereafter as the Representatives and the Company
     determine, such time being herein referred to as the "Closing Date",
     against delivery to the Trustee as custodian for DTC of the Global
     Securities representing all of the Offered Securities at the office of
     Cravath, Swaine & Moore, 825 Eighth Avenue, New York, NY 10019 at 10:00
     A.M. (New York time) on such date. The Global Securities will be made
     available for checking at the above office of Cravath, Swaine & Moore at
     least 24 hours prior to the Closing Date.

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

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

                                       10
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     the United States or to, or for the account or benefit of, U.S. persons
     except in accordance with Regulation S or pursuant to an exemption from the
     registration requirements of the Securities Act. Each Purchaser severally
     represents and agrees that it has offered and sold the Offered Securities
     and will offer and sell the Offered Securities (i) as part of their
     distribution at any time and (ii) otherwise until the later of the
     commencement of the offering and the Closing Date, only in accordance with
     Rule 144A ("Rule 144A") or Rule 903 under the Securities Act. Accordingly,
     neither such Purchaser nor its affiliates, nor any persons acting on its or
     their behalf, have engaged or will engage in any directed selling efforts
     with respect to the Offered Securities, and such Purchaser, its affiliates
     and all persons acting on its or their behalf have complied and will comply
     with the offering restrictions requirement of Regulation S. Each Purchaser
     severally agrees that, at or prior to confirmation of sale of the Offered
     Securities, other than a sale pursuant to Rule 144A, such Purchaser will
     have sent to each distributor, dealer or person receiving a selling
     concession, fee or other remuneration that purchases the Offered Securities
     from it during the restricted period a confirmation or notice to
     substantially the following effect:

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

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

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

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

                                       11
<PAGE>

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

          (e)  Each Purchaser severally represents and agrees that (i) it has
     not offered or sold, and prior to the date six months after the date of
     issue of the Offered Securities will not offer or sell, any Offered
     Securities to persons in the United Kingdom except to persons whose
     ordinary activities involve them in acquiring, holding, managing or
     disposing of investments (as principal or agent) for the purposes of their
     businesses or otherwise in circumstances which have not resulted and will
     not result in an offer to the public in the United Kingdom within the
     meaning of the Public Offers of Securities Regulations 1995; (ii) it has
     complied and will comply with all applicable provisions of the Public
     Offers of Securities Regulations 1995 and the Financial Services Act 1986
     with respect to anything done by it in relation to the Offered Securities
     in, from or otherwise involving the United Kingdom; and (iii) it has only
     issued or passed on, and will only issue or pass on, in the United Kingdom,
     any document received by it in connection with the issuance of the Offered
     Securities to a person who is of a kind described in Article 11(3) of the
     Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
     1996 or is a person to whom such document may otherwise lawfully be issued
     or passed on.

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

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

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

                                       12
<PAGE>

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

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

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

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

                                       13
<PAGE>

     Commission under the Exchange Act or mailed to stockholders, and (ii) from
     time to time, such other public information concerning the Company as the
     Representatives may reasonably request.

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

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

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

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

                                       14
<PAGE>

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

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

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

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

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

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

                                       15
<PAGE>

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

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

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

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

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

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

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

               (ii)  on the basis of a reading of the latest available interim
          financial statements of the Company, inquiries of officials of the
          Company who have

                                       16
<PAGE>

          responsibility for financial and accounting matters and other
          specified procedures, nothing came to their attention that caused them
          to believe that:

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

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

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

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

          (b)  Subsequent to the execution and delivery of this Agreement, there
     shall not have occurred (i) any change, or any development or event
     involving a prospective change, in the condition (financial or other),
     business, properties or results of operations of the Company and its
     subsidiaries taken as one enterprise which, in the judgment of a majority
     in interest of the Purchasers, including the Representatives, is material
     and adverse and makes it impracticable or inadvisable to proceed with
     completion of the Offering or the sale of and payment for the

                                       17
<PAGE>

     Offered Securities; (ii) any downgrading in the rating of any debt
     securities of the Company by any "nationally recognized statistical rating
     organization" (as defined for purposes of Rule 436(g) under the Securities
     Act), or any public announcement that any such organization has under
     surveillance or review its rating of any debt securities of the Company
     (other than an announcement with positive implications of a possible
     upgrading, and no implication of a possible downgrading, of such rating);
     (iii) any suspension or limitation of trading in securities generally on
     the New York Stock Exchange or any setting of minimum prices for trading on
     such exchange, or any suspension of trading of any securities of the
     Company on any exchange or in the over-the-counter market; (iv) any banking
     moratorium declared by U.S. Federal or New York authorities; or (v) any
     outbreak or escalation of major hostilities in which the United States is
     involved, any declaration of war by Congress or any other substantial
     national or international calamity or emergency if, in the judgment of a
     majority in interest of the Purchasers, including the Representatives, the
     effect of any such outbreak, escalation, declaration, calamity or emergency
     makes it impractical or inadvisable to proceed with completion of the
     Offering or sale of and payment for the Offered Securities.

          (c)  Concurrently with or prior to the issuance and sale of the
     Offered Securities by the Company, the initial borrowings under the Credit
     Agreement shall have occurred.  There shall exist at and as of the Closing
     Date (after giving effect to the transactions contemplated by this
     Agreement and the Transactions) no condition that would constitute a
     default (or an event that with notice or lapse of time, or both, would
     constitute a default) under the Credit Agreement or any other Transaction
     Document.

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

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

                                       18
<PAGE>

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

          (g)  The Purchasers shall have received a letter, dated the Closing
     Date, of Ernst & Young LLP which meets the requirements of subsection (a)
     of this Section, except that the specified date referred to in such
     subsection will be a date not more than three days prior to the Closing
     Date for the purposes of this subsection.

          (h)  The Company, the Guarantors and the Trustee shall have entered
     into the Indenture, and the Purchasers shall have received an executed
     counterpart thereof.

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

     7.  Indemnification and Contribution.  (a)  The Company and each Guarantor
will indemnify and hold harmless each Purchaser, its partners, directors and
officers and each person, if any, who controls such Purchaser within the meaning
of Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Purchaser may become subject, under
the Securities Act or the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Offering Document, or any amendment or supplement thereto,
or any related Preliminary Offering Circular, or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading, including any losses, claims, damages or
liabilities arising out of or based upon the Company's failure to perform its
obligations under Section 5(a) of this Agreement, and, subject to Section 7(c)
of this Agreement, will reimburse each Purchaser for any legal or

                                       19
<PAGE>

other expenses reasonably incurred by such Purchaser in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any Purchaser through the Representatives specifically for use
therein, it being understood and agreed that the only such information consists
of the information described as such in subsection (b) below.

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

     (c)  Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the

                                       20
<PAGE>

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

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

                                       21
<PAGE>

amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), no Purchaser shall be required to contribute
any amount in excess of the amount by which the discounts and commissions such
Purchaser received in connection with the purchase of the Offered Securities
exceeds the amount of any damages which such Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. The Purchasers' obligations in this subsection (d) to
contribute are several in proportion to their respective purchase obligations
and not joint.

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

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

     9.  Survival of Certain Representations and Obligations.  The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the

                                       22
<PAGE>

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

     10.  Notices.  All communications hereunder will be in writing and, if sent
to the Purchasers will be mailed, delivered or telegraphed and confirmed to the
Purchasers, c/o Credit Suisse First Boston Corporation, 277 Park Avenue, New
York, NY 10172, Attention:  Investment Banking Department - Transactions
Advisory Group, or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at Five Greenwich Office Park, Greenwich, CT
06830, Attention:  Chief Financial Officer, with a copy to Oscar D. Folger, 521
Fifth Avenue, 24th Floor, New York, NY 10175; provided, however, that any notice
to a Purchaser pursuant to Section 7 will be mailed, delivered or telegraphed
and confirmed to such Purchaser.

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

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

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

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

                                       23
<PAGE>

     The Company hereby submits to the non-exclusive jurisdiction of the Federal
and state courts in the Borough of Manhattan in The City of New York in any suit
or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.

                                       24
<PAGE>

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

                              Very truly yours,

                              United Rentals (North America), Inc.,

                              By______________________________________________
                                Name:
                                Title:

                              The Guarantors Listed On Schedule B Hereto,

                              By______________________________________________
                                Name:
                                Title:

The foregoing Purchase Agreement is hereby con-
firmed and accepted as of the date first
above written.


  Credit Suisse First Boston Corporation
  Goldman, Sachs & Co.
  Salomon Smith Barney inc.,

  Acting on behalf of themselves and as the
  Representatives of the several Purchasers.

  By Credit Suisse First Boston Corporation



By_________________________________________
  Name:
  Title:

                                       25
<PAGE>

                                  SCHEDULE A


                                [Table omitted]
<PAGE>

                                  SCHEDULE B


               Guarantor                         Place of Formation
               ---------                         ------------------

Advance Barricades and Signing, Inc.             Florida

All Cities Trailer Exchange, Inc.                California

Arrow Equipment Company                          Illinois

Bakersfield Compaction Equipment                 California

BNR Equipment Inc.                               New York

Coast Line Marking, Inc.                         Florida

Dealers Service Corporation                      New Jersey

Equipment Leasing Services, Inc.                 Massachusetts

Flasher Co. of Kansas, Inc.                      Kansas

Flasher Company of Oklahoma, Inc.                Oklahoma

Frontenac Equipment, Inc.                        Missouri

Highway Supply Company, Inc.                     New Mexico

Jadco Signing, Inc.                              Florida

Liddell Management Co., Inc.                     Massachusetts

Paul E. Carlson, Inc. d/b/a Carlson Equipment    Minnesota
Company

Rentals Unlimited, Incorporated                  Rhode Island

Rocky Mountain Safety Service, Inc.              Wyoming

Russ Enterprises, Inc.                           California

Shoring & Supply Company, Inc.                   Kansas

Thoesen Equipment Inc.                           Illinois

Traffic Markings South, Inc.                     Georgia

Traffic Safety Services, Inc.                    North Dakota
<PAGE>

               Guarantor                         Place of Formation
               ---------                         ------------------

Tri-Mac, Corporation, d/b/a Tri-Mack             Indiana
Barricade Company

United Rentals, Inc.                             Delaware

United Rentals Gulf, Inc.                        Delaware

   United Equipment Rentals Gulf, L.P.           Texas

   A.S.C. Pavement Markings, Inc.                Texas

   Highway Safety Service Company                Texas

   Lectric Safety Lites Co.                      Texas

   Paige Barricades, Inc.                        Texas

United Rentals Highway Technologies, Inc.        Massachusetts

United Rentals Highway Technologies Gulf,        Delaware
Inc.

United Rentals Highway Technologies, L.P.        Texas

United Rentals Northwest, Inc.                   Oregon

United Rentals Southeast, Inc.                   Delaware

United Rentals Southeast, L.P.                   Georgia

Wanamaker Rents, Incorporated                    California

Warning Safety Lights, Inc.                      Florida

Warning Safety Lights of Georgia, Inc.           Florida

West-Co Rental & Sales                           Colorado

WLI Industries, Inc.                             Illinois

   Safe-T-Flare Services, Inc.                   Missouri

   Warning Lites of Indiana, Inc.                Indiana

   Warning Lites of Iowa, Inc.                   Iowa

Work Zone, Inc.                                  Louisiana

Work Zone Safety, Inc.                           Colorado

                                       2
<PAGE>

               Guarantor                         Place of Formation
               ---------                         ------------------

Woudenberg Enterprises, Inc.                     Arizona

   Highway Rentals, Inc.                         Nevada

Wynne Systems, Inc.                              California


                                       3
<PAGE>

                                                                         ANNEX I

              FORM OF OPINION OF EHRENREICH EILENBERG & KRAUSE LLP
                    TO BE DELIVERED PURSUANT TO SECTION 6(d)

  As to various questions of fact material to our opinion, we have relied upon
the certificates of officers and upon certificates of public officials.  With
regard to the due incorporation of corporations or formation of limited
partnerships, as the case may be (other than the Company and the Significant
Subsidiaries), and the good standing of entities, 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 and the
Significant Subsidiaries), 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 or any Significant
Guarantors.

  In this opinion, (i) "Significant Guarantor" or "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, and (ii) "Corporate Significant Subsidiary" means each
Significant Guarantor other than United Equipment Rentals Gulf, L.P.

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

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

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

     (4)  The authorized, issued and outstanding capital stock of the Company
  consists of 3,000 shares of Common Stock, par value $0.01 per share (the
  "Common Stock"). As of the date hereof, there were 1,000 shares of Common
  Stock outstanding. The shares of issued and outstanding capital stock of the
  Company have been duly authorized and
<PAGE>

  validly issued and 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. All of the
  outstanding capital stock of the Company is owned by United Rentals, Inc., to
  the best of our knowledge (after due inquiry) free and clear of any security
  interest, mortgage, pledge, lien, encumbrance, claim or equity (except for any
  security interest or pledge contemplated by the Transaction Documents).

     (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) Each Corporate 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 the Offering Document. Except as
  otherwise disclosed in the Offering Document and other than as contemplated by
  the Transaction Documents, all of the issued and outstanding capital stock of
  each Significant Subsidiary has been duly authorized and validly issued and is
  fully paid and non-assessable and, to the best of our knowledge, is owned by
  the Company, directly or through subsidiaries, free and clear of any security
  interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the
  outstanding shares of capital stock of any Corporate Significant Subsidiary
  was issued in violation of the preemptive or similar rights of any security
  holder of such Corporate Significant Subsidiary arising pursuant to statute or
  such subsidiary's certificate of incorporation or by-laws or, to the best of
  our knowledge, any other preemptive or other similar rights of any security
  holder of such Corporate Significant Subsidiary.

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

                                       2
<PAGE>

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

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

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

     (11)  If any documents are incorporated by reference in the Offering
  Document, 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 material respects with
  the requirements of the Exchange Act and the rules and regulations of the
  Commission thereunder.

     (12)  To the best of our knowledge, there is not pending or threatened any
  action, suit, proceeding, inquiry or investigation, to which the 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 Purchase Agreement or the performance by the
  Company of its obligations thereunder or the transactions contemplated by the
  Offering Document;

     (13)  The information in the Offering Document under "Business-
  Environmental Regulation," to the extent that it constitutes summaries of
  matters of law, has been reviewed by us and is correct in all material
  respects. Additionally, the information in the Offering Document in the first
  sentence of the third paragraph under the caption "Description of Notes -
  Exchange Offer; Registration Rights" is correct in all material respects. We
  have drawn your attention to the fact that (i) the interpretations of the
  Commission described in such sentence are contained solely in no-action
  letters issued

                                       3
<PAGE>

  by the Commission to various third parties, (ii) the Company has not requested
  a no-action letter from the Commission relating to the transactions
  contemplated by the Offering Document and (iii) the Commission is not
  precluded from changing the interpretations set forth in such no-action
  letters or from not following such interpretations with respect to the
  transactions contemplated by the Offering Document.

     (14)  To the best of our knowledge, neither United Rentals, Inc., the
  Company nor any subsidiary thereof is in violation of its respective charter
  or by-laws, nor is United Rentals, Inc., the Company or any subsidiary thereof
  in default in the due performance or observance of, or is in violation of, any
  material obligation, agreement,  covenant or condition contained in any
  contract, indenture, mortgage, loan agreement, note, lease or other agreement
  or instrument that is described or referred to in the Offering Document which
  violations or defaults are required to be described in the Offering Document
  and are not so described or would, individually or in the aggregate, have a
  Material Adverse Effect or affect the validity of the Offered Securities or
  the Guarantees.

     (15)  Assuming (a) the accuracy of the representations and warranties of
  the Purchasers contained in Section 4 of the Purchase Agreement and (b)
  compliance by the Purchasers with their covenants and agreements set forth in
  the Purchase Agreement, no filing, authorization, approval, consent or order
  of any court or governmental authority or agency (other than such as may be
  required (i) under the Act and 1939 Act pursuant to the Registration Rights
  Agreement, or (ii) under the applicable securities laws of the various
  jurisdictions in which the Offered Securities will be offered or sold, as to
  which we express no opinion) is required by the Company in connection with the
  due authorization, execution and delivery of the Purchase Agreement or by the
  Company or any Guarantor in connection with the due authorization, execution,
  delivery or performance of the Indenture or the Registration Rights Agreement
  or in connection with the offering, issuance, sale or delivery of the Offered
  Securities and the Guarantees, as applicable, to the Purchasers or the initial
  resale thereof by the Purchasers in accordance with the Purchase Agreement.
  We express no opinion as to any subsequent resale of the Offered Securities.

     (16)  Assuming (a) the accuracy of the representations and warranties of
  the Purchasers contained in Section 4 of the Purchase Agreement and (b)
  compliance by the Purchasers with their covenants and agreements set forth in
  the Purchase Agreement, it is not necessary in connection with the offer, sale
  and delivery of the Offered Securities to the Purchasers pursuant to the
  Purchase Agreement or the initial resales of the Offered Securities by the
  Purchasers in the manner contemplated by and in accordance with the Purchase
  Agreement to register the Offered Securities under the Act or to qualify the
  Indenture under the 1939 Act, it being understood that we express no opinion
  as to any subsequent resale of the Offered Securities.

                                       4
<PAGE>

     (17)  The execution, delivery and performance of the Purchase Agreement,
  the letter agreement with DTC, the Indenture, the Registration Rights
  Agreement, the Offered Securities, the Exchange Securities, the Guarantees and
  the consummation of the transactions contemplated in the Purchase Agreement
  and in the Offering Document and compliance by the Company and each Guarantor,
  as applicable, with its obligations under the Purchase Agreement, the
  Indenture, the Registration Rights Agreement, the Offered Securities, the
  Exchange Securities and the Guarantees, (A) to our knowledge, do not and will
  not (subject to the next sentence), whether with or without the giving of
  notice or lapse of time or both, conflict with or constitute a breach of, or
  default or prepayment event under or result in the creation or imposition of
  any lien, charge or encumbrance upon any property or assets of 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, prepayment events or liens, charges or encumbrances that would not
  have a Material Adverse Effect), (B) result in any violation of the provisions
  of the charter or by-laws of the Company or any subsidiary, or (C) to the best
  of our knowledge (after due inquiry), result in any violation by the Company
  or any subsidiary 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 (A) of the preceding sentence with respect to
  (collectively, the "Excluded Agreements"): (i) any agreement relating to any
  indebtedness or proposed indebtedness described in the Offering Document under
  "Information Concerning Certain Indebtedness, Other Obligations and Preferred
  Securities" or in the Company's Report on Form 10-K for the year ended
  December 31, 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"), (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.

                                       5
<PAGE>

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

  In addition, we have participated in conferences with officers and
representatives of the Company, counsel to the Purchasers, representatives of
the independent accountants for the Company and the Purchasers at which the
contents of the Offering Document and related matters were discussed. Although
we have not undertaken, except as otherwise indicated in this opinion, to
investigate or verify independently, and do not assume responsibility for, the
accuracy, completeness or fairness of the statements contained in the Offering
Document, except for those referred to in paragraph 12 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) the Offering Document (except for financial statements and
schedules and other financial data included or incorporated by reference
therein, as to which we make no statement), contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that the Offering
Document (except for financial statements and schedules and other financial data
included or incorporated by reference therein, as to which we make no
statement), at the time the Offering Document was issued or at the Closing Date,
included or includes an untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading or
(ii) that there are any franchise agreements, indentures, mortgages, loan
agreements, notes, leases or other contracts or instruments required to be
described or referred to in the Offering Document that are not described or
referred to in the Offering Document or that any descriptions of or references
to any of the foregoing are not correct in all material respects (except that we
express no view with respect to the descriptions of the Offered Securities, the
Indenture or the Excluded Agreements).

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

                                       6
<PAGE>

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

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

                                       7
<PAGE>

                                                                        ANNEX II



                  FORM OF OPINION OF WEIL GOTSHAL & MANGES LLP
                    TO BE DELIVERED PURSUANT TO SECTION 6(d)

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

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

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

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

  (5) The execution, delivery and performance of the Indenture by the Company
have been duly authorized by all necessary corporate action on the part of the
Company. The Indenture has been duly and validly executed and delivered by the
Company. Assuming the due authorization, execution and delivery of the Indenture
by each Guarantor and assuming the due authorization, execution and delivery
thereof by the Trustee, the Indenture constitutes the legal, valid and binding
obligation of the Company and each such Guarantor, enforceable against the
Company and each such Guarantor in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
<PAGE>

moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity), and
except to the extent that the provision relating to the waiver of any usury,
stay or extension law may be deemed unenforceable.

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

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

  (8) The statements contained in the Offering Document under the captions
"Offering Circular Summary - The Offering", "Description of the Notes" and
"Information Concerning Certain Indebtedness, Other Obligations and Preferred
Securities", insofar as such statements constitute summaries of (a) the
Indenture, (b) the Offered Securities, (c) the Guarantees, (d) the Registration
Rights Agreement, (e) the Credit Agreement, (f) the Indenture, dated as of May
22, 1998, among the Company, its United States subsidiaries party thereto, and
State Street Bank and Trust Company ("State Street") relating to the Company's
9 1/2% senior subordinated notes due 2008 (the "9 1/2% Indenture"), (g) the
Indenture, dated as of August 12, 1998, among the Company, its United States
subsidiaries party thereto, and State Street relating to the Company's 8.80%
senior subordinated notes due 2008 (the "8.80% Indenture"), (h) the Indenture,
dated as of December 15, 1998, among the Company, its United States subsidiaries
party thereto, and State Street relating to the

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Company's 9 1/4% senior subordinated notes due 2009 (the "(9 1/4% Indenture"),
(i) the Indenture, dated as of March 23, 1999, among the Company, its United
States subsidiaries party thereto, and The Bank of New York, as trustee,
relating to the Company's 9% senior subordinated notes due 2009 (the "9%
Indenture), (j) (i) the Master Lease Agreement, dated as of December 17, 1999,
between United Rentals (North America), Inc. and UR (NA) 1999 Trust, as amended
by the amendments thereto dated as of December 27, 2000, and (ii) the Master
Lease Agreement dated as of June 30, 2000, between United Rentals (North
America), Inc. and UR (NA) 2000 Trust, as amended by the amendment thereto dated
as of December 27, 2000 or (k) matters of federal or New York or Delaware
corporate law, fairly represent the information called for with respect to such
legal matters, documents and proceedings and fairly summarize the matters
referred to therein in all material respects. We draw your attention to the fact
that (i) the interpretations of the Commission described in the first sentence
of the third paragraph under the caption "Description of the Notes -Exchange
Offer; Registration Rights" in the Offering Document are contained solely in no-
action letters issued by the Commission to various third parties, (ii) the
Company has not requested a no-action letter from the Commission relating to the
transactions contemplated by the Offering Document and (iii) the Commission is
not precluded from changing the interpretations set forth in such no-action
letters or from not following such interpretations with respect to the
transactions contemplated by the Offering Document.

  (9)  No consent, approval, waiver, license or authorization or other action by
or filing with any New York, Delaware corporate or federal governmental
authority is required in connection with the execution and delivery by the
Company of the Purchase Agreement or the consummation by the Company or any
Guarantor of the transactions contemplated thereby, except for filings and other
actions required under or pursuant to the Act, the Exchange Act, the 1939 Act
and other federal or state securities or "blue sky" laws and the rules of the
New York Stock Exchange, as to which we express no opinion.

  (10) Assuming (a) the representations and warranties of the Purchasers
contained in Section 4 of the Purchase Agreement are true, correct and complete
and (b) compliance by the Purchasers with its covenants and agreements set forth
in the Purchase Agreement, it is not necessary in connection with the offer,
sale and delivery of the Offered Securities to the Purchasers pursuant to the
Purchase Agreement or the initial resales of the Offered Securities by the
Purchasers in the manner contemplated by and in accordance with the Purchase
Agreement and described in the Offering Document to register the Offered
Securities under the Act or to qualify the Indenture under the 1939 Act, it
being understood that we express no opinion as to any subsequent resale of the
Offered Securities.

  (11) The Company is not an "investment company" nor an entity "controlled" by
an "investment company," as such terms are defined in the 1940 Act.

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

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Guarantees, the consummation of the transactions contemplated thereby and
compliance by the Company and the Guarantors with the provisions thereof, do not
and will not, whether with or without the giving of notice or lapse of time or
both, conflict with or constitute a breach of, or a default or prepayment event
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any subsidiary thereof
pursuant to the Financing Documents (as defined below) or any agreement or
instrument of which we are aware which was entered into or executed by the
Company or any such subsidiary as required under or contemplated by any of the
Financing Documents, except for such conflicts, breaches, defaults, prepayment
events, liens, charges or encumbrances that would not reasonably be expected to
have a Material Adverse Effect. As used above, the term "Financing Documents"
means, collectively: (a) the Credit Agreement, (b) the 9 1/2% Indenture, (c) the
8.80% Indenture, (d) the 9 1/4% Indenture, (e) the 9% Indenture, (f) the Master
Lease Agreement, dated as of December 17, 1999, between United Rentals (North
America), Inc. and UR (NA) 1999 Trust, as amended by the amendments thereto
dated as of December 27, 2000, and (g) the Master Lease Agreement dated as of
June 30, 2000, between United Rentals (North America), Inc. and UR (NA) 2000
Trust, as amended by the amendment thereto dated as of December 27, 2000.

  We have participated in conferences with officers and other representatives of
the Company, representatives of the independent public accountants for the
Company, representatives of the Purchasers and representatives of counsel for
the Purchasers in connection with the preparation of the Offering Document and
at conferences at which the contents of the Offering Document 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 the Offering Document (except to the
extent specified in paragraph 8 above), no facts have come to our attention
which lead us to believe that the Offering Document, on the date hereof or the
date thereof, contained any 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, 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 and the other financial
and accounting data included in the Offering Document).

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

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