2
Promissory Note (Interest)
Promissory Note (Interest)
THE ISSUANCE OF THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED (THE "ACT"),  OR  APPLICABLE  STATE  SECURITIES
LAWS AND THIS  NOTE MAY NOT BE  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF
UNLESS SUCH TRANSFER OR OTHER  DISPOSITION HAS BEEN REGISTERED UNDER THE
ACT AND  SUCH  LAWS OR AN  EXEMPTION  UNDER  THE  ACT AND  SUCH  LAWS IS
AVAILABLE FOR ITS TRANSFER OR OTHER DISPOSITION.


                  UNITED RENTALS (NORTH AMERICA), INC.


                            PROMISSORY NOTE





$20,000,000
September 28, 2000





         UNITED RENTALS (NORTH  AMERICA),  INC., a Delaware  corporation
("Maker"),  for value  received,  hereby promises to pay to the order of
W.R.  CARPENTER NORTH AMERICA,  INC.  ("Payee") the principal  amount of
$20,000,000 and to pay interest  computed on the basis of a 365-day year
on the principal amount from time to time remaining unpaid hereon,  at a
rate per annum  equal to ten and  two-tenths  percent  (10.2%)  from the
date  hereof.  If an Event of Default  (as defined  below) has  occurred
and is  continuing,  any  outstanding  unpaid  principal  hereof and any
unpaid interest thereon shall bear interest,  payable on demand,  at the
rate of twelve and two-tenths  percent  (12.2%) per annum, or such lower
rate as then  may be the  maximum  rate  permitted  by  applicable  law;
provided,  however,  that upon the  cessation  or cure of such  Event of
Default,  if no other  Event of  Default is then  continuing,  this Note
shall  again bear  interest  at the rate of ten and  two-tenths  percent
(10.2%) per annum.


Definitions


         Capitalized  terms not  defined  herein  shall have the meaning
assigned to those terms in the Purchase  Agreement  defined below.  When
used in this  Note,  the  following  terms  shall  have  the  respective
meanings specified herein or in the Section referred to:


         "Affiliate" means any entity or other person that,  directly or
indirectly through one or more intermediaries,  controls,  is controlled
by, or is under  common  control  with  another  person and includes the
power to direct or cause the  direction of the  management  and policies
of a person,  whether  through the ownership of securities,  by contract
or otherwise.


         "Amortizing Note" means that certain  Promissory Note dated the
date  hereof,  executed by Maker,  and payable to Payee in the  original
principal amount of $20,000,001.


         "Business  Day" means a day other than a Saturday  or Sunday on
which  banks in New York,  New York are open for the  conduct of regular
banking activities.


         "Change of Control"  means either (a) the  consummation  of any
transaction  or series of any related  transactions  (including  without
limitation,  by way of merger) the result of which is that any  "person"
(as  defined in Section  13(d) of the  Securities  Exchange  Act of 1934
"(Exchange  Act")) or "group"  (as  defined  in  Sections  13(d)(3)  and
14(d)(2) of the Exchange  Act, but  excluding  any affiliate of Maker or
Guarantor  as of the date  hereof)  becomes the  "beneficial  owner" (as
defined in Rule  13(d)(3) and 13(d)(5)  under the Exchange  Act) of more
than fifty-one  percent (51%) of the voting power of the common stock of
Guarantor or (b) the common stock of Guarantor  shall cease to be listed
for trading on a national securities exchange.


         "Eligible   Assignee"  means  any  of  the  following:   (a)  a
publicly-traded bank or financial  institution  organized under the laws
of the United States of America or any state thereof, or Japan,  Canada,
the United Kingdom,  the Netherlands,  Switzerland,  or Germany,  having
assets of not less than U.S.  $95  billion,  (b) an  investment  company
organized  under the laws of any state in the  United  States of America
and  registered  as a broker  dealer or an  investment  adviser with the
Securities and Exchange  Commission  that, at the time of such transfer,
has assets under  management  of $2.0 billion or more,  (c) an insurance
company  rated A or better by A.M.  Best,  or (d) any other entity which
is an  "accredited  investor"  (as  defined  in  Regulation  D under the
Securities  Act of 1933, as amended)  which extends credit or buys loans
as one of its  businesses  including,  but  not  limited  to,  insurance
companies, mutual funds, and finance companies.


         "Guarantor" means United Rentals, Inc. and its successors.


         "Initial   Interest   Payment  Date"  means  the  tenth  (10th)
business  day  after the date on which  Maker  receives  from  Payee all
Pre-Closing  Date Tax  Returns (as  defined in the  Purchase  Agreement)
that Payee is  required  to deliver to Maker  pursuant  to the  Purchase
Agreement.


         "Maker"  includes its successors and any  accommodation  party,
endorser, guarantor, or other surety of this Note.


         "Mandatory  Prepayment  Amount"  means an amount  of  principal
outstanding  hereunder at the time of a Mandatory Prepayment Event equal
to the product of (a) 0.1 (as  adjusted in order to apply the  Mandatory
Prepayment  Amount  on a pro  rata  basis  between  this  Note  and  the
Amortizing  Note) multiplied by (b) the net proceeds to United in excess
of  $125,000,000  from  such  Mandatory  Prepayment  Event.  In no event
shall the  Mandatory  Prepayment  Amount  exceed  the  principal  amount
outstanding hereunder at the date of a Mandatory Prepayment Event.


         "Mandatory   Prepayment  Event"  means  a  public  offering  by
Guarantor of shares of common stock or preferred  stock,  which stock is
listed or to be listed for trading on any national securities  exchange,
in  which  the  aggregate  net  proceeds  to  Guarantor  of such  public
offering  exceed  $125,000,000  (without  cumulating the net proceeds of
any other public offering).  Notwithstanding the foregoing,  a Mandatory
Prepayment  Event shall not include any offering  relating solely to the
sale  of  securities  to  participants  in a stock  plan  of  Guarantor,
relating to a corporate  reorganization  or other transaction under Rule
145 of the  Securities Act of 1933, an offering in which the only common
stock being  registered is common stock issuable upon conversion of debt
securities  or  other   convertible   securities  that  are  also  being
registered or an offering  effected in connection with an acquisition of
a business or businesses by Maker or Guarantor.


         "Maturity Date" means September 28, 2005.


         "Maximum  Legal  Rate"  means  the  maximum  rate  (or,  if the
context so permits or requires,  an amount  calculated  at such rate) of
interest from time to time  permitted  under  federal,  state,  or local
laws  now or  hereafter  applicable  to this  Note,  after  taking  into
account,  to the extent required by applicable law, any and all relevant
payments,   charges   deemed  to  be   interest   (whether   or  not  so
characterized by the parties), and calculations.


         "Payee"  includes  its  successors,   permitted  assigns,   and
subsequent holders of this Note.


         "Purchase   Agreement"   means  that  certain  Stock   Purchase
Agreement  dated as of  September  28, 2000,  by and among  Horizon High
Reach, Inc., Payee, and Maker.


         "Senior Credit  Agreements"  means (a) that certain Amended and
Restated  Term Loan  Agreement  dated as of May 12,  2000,  executed  by
Maker, Bank of America,  N.A., as Administrative  Agent,  Fleet National
Bank, as Documentation  Agent, and the Lenders defined therein,  and (b)
that certain  Amended and Restated Term Loan  Agreement  dated as of May
12, 2000,  executed by United  Rentals,  Inc.,  Maker,  Bank of America,
N.A., as  Administrative  Agent,  Goldman Sachs Credit Partners L.P., as
Syndication  Agent,  and the  Lenders  defined  therein,  as  such  loan
agreements may be modified,  amended,  renewed,  extended,  restated, or
replaced from time to time.


Payment


(a)      The unpaid  principal of and  interest  upon this Note shall be
due and payable as follows:


(i)      Interest shall be payable  quarterly as it accrues,  commencing
on the Initial  Interest  Payment  Date with  respect to interest on the
principal  amount hereof for the period from the date hereof through the
last  day  of  December,  March,  June,  or  September  (as  applicable)
occurring  prior to the Initial  Interest  Payment  Date and  continuing
thereafter on the last day of each December,  March, June, and September
of  each  calendar  year  during  the  term of this  Note,  through  and
including the Maturity Date.


(ii)     The  unpaid  principal  of and  interest  on this Note shall be
finally due and payable on the Maturity Date.


(b)      All  payments of  principal  and interest of this Note shall be
made by  Maker  to  Payee  in  immediately  available  funds  in coin or
currency  of the United  States of America  which at the time of payment
shall be legal  tender  for the  payment  of public  and  private  debts
delivered  to  Payee's  account  number  4090261393  at  Union  Bank  of
California,  N.A.,  ABA No.  121000497 (or such other account or address
as specified by notice to Maker) no later than 1:00 p.m. (New York,  New
York  time)  on the day  when  due.  Payments  made to  Payee  by  Maker
hereunder  shall  be  applied  first  to  accrued  interest  and then to
principal in the inverse order of maturity.


(c)      Should the  principal of, or any  installment  of the principal
of or  interest  on,  this Note  become due and payable on any day other
than a Business Day, the maturity  thereof shall be extended to the next
succeeding  Business Day, and interest  shall be payable with respect to
such extension.


Voluntary Prepayment


         The  principal  amount of this Note may be prepaid,  in full or
in part, at any time, and from time to time,  without notice or penalty,
together  with  payment of interest  accrued on the amount of  principal
being  prepaid,  through the date of such  prepayment.  All such partial
prepayments  shall be applied first to any outstanding  interest accrued
but unpaid and then the balance,  if any, shall be applied to the unpaid
principal balance.


Mandatory Prepayment


         The  principal  amount of this  Note  shall be  prepaid  in the
event  of a  Mandatory  Prepayment  Event  in an  amount  equal  to  the
Mandatory  Prepayment  Amount,  together  with all  accrued  but  unpaid
interest  thereon.  Such prepayment shall be made on or before the tenth
(10th)  Business  Day after the date on which United  actually  receives
the proceeds of the offering that  constitutes the Mandatory  Prepayment
Event.  Notwithstanding  Maker's  obligation as set forth herein,  Payee
shall  not have  any  claim or right  to  receive  from  United  the net
proceeds  received by United in an offering that constitutes a Mandatory
Prepayment Event and that triggers Maker's prepayment  obligations under
this Note.


Waiver


         No delay or  omission  on the part of Payee in the  exercise of
any right or remedy  hereunder  shall operate as a waiver  thereof,  nor
shall any single or  partial  exercise  of any right or remedy  preclude
any other or  further  exercise  thereof  or the  exercise  of any other
right or  remedy.  There  can be no  waiver  by  Payee  of any  right or
remedy under this Note which is not in writing signed by Payee.


         Maker   (and  any   accommodation   parties,   endorsers,   and
guarantors  hereof)  hereby  waives  demand,   presentment,   notice  of
non-payment  or  dishonor,  notice of intent  to  accelerate,  notice of
acceleration,  diligence  in  collecting,  grace,  protest and notice of
protest,  and consents to all  extensions  without notice for any period
or  periods  of time and  partial  payments,  before or after  maturity,
without prejudice to Payee.


Costs of Collection


         Maker  agrees  to pay on  demand  all  out-of-pocket  costs and
expenses,  including,  without  limitation  reasonable  attorney's fees,
actually  incurred  by Payee in  endeavoring  to  enforce  the rights of
Payee hereunder;  provided however, that Maker shall not be obligated to
pay  such  costs  and   expenses   incurred   by  Payee  in   wrongfully
accelerating  payment or  otherwise  wrongfully  seeking to enforce  its
rights hereunder.


Event of Default


(a)      The  occurrence  of any  one or more  of the  following  events
shall constitute an event of default hereunder (an "Event of Default"):


(i)      Any  payment of  principal  or  interest  or other sums on this
Note  shall  not be paid  when due and  Maker  fails to pay this  amount
within  five (5) days  after  receipt by Maker of  written  notice  from
Payee to the effect that a payment is past due.


(ii)     Any  failure  to  perform  or other  default  or  breach of any
representation,  warranty,  covenant,  agreement, or obligation of Maker
in the Purchase  Agreement,  provided that Payee first delivers  written
notice  to  Maker  identifying  in  reasonable  detail  the  failure  to
perform,  other default,  or breach and Maker does not cure such failure
to perform,  other default, or breach within thirty (30) days of Maker's
receipt of such notice.


(iii)    If,  pursuant  to or within the  meaning  of the United  States
Bankruptcy   Code  or  any  other  federal  or  state  law  relating  to
insolvency  or  relief  of  debtors  (a  "Bankruptcy  Law"),  Maker  (A)
commences  a  voluntary  case  or   proceeding;   (B)  fails  to  timely
controvert  or  acquiesces  in writing to or  consents  to any  petition
filed  against it or to the entry of any order for relief  against it in
an  involuntary  case or  proceeding;  (C)  takes  advantage  of any law
relating to its own bankruptcy, insolvency,  reorganization, winding up,
liquidation,  composition, or readjustment of debts; (D) consents to the
appointment of a trustee,  receiver,  assignee,  liquidator,  or similar
official; (E) makes an assignment for the benefit of its creditors;  (F)
admits in writing its inability to pay, or is generally not paying,  its
debts as they  become due; or (G) takes any  corporate  or other  action
for the purpose of authorizing or effecting any of the foregoing.


(iv)     If a court of competent  jurisdiction enters an order or decree
under any  Bankruptcy  Law that (A) is for  relief  against  Maker in an
involuntary  case or  proceeding,  (B)  appoints  a  trustee,  receiver,
assignee,   liquidator,   or   similar   official   for  Maker  or  all,
substantially   all,  or  a  substantial   part  of  Maker's  assets  or
properties,  or (C) orders the  liquidation  of Maker,  and in each case
the order or decree is not dismissed within 60 days.


(v)      Maker shall dissolve or otherwise  cease to exist,  or cease to
operate and conduct its business in substantially  the same manner as on
the date  hereof,  other than  dissolution  pursuant to any merger after
which  the   successor   continues  to  operate   Maker's   business  in
substantially the same manner as on the date hereof.


(vi)     Any default under the Senior Credit Agreements which has not
been waived by the parties thereto, the effect of which has been to
cause the acceleration of the principal outstanding under the Senior
Credit Agreements.


(vii)    A Change of Control shall occur.


(b)      Upon the occurrence of an Event of Default hereunder (unless
all Events of Default have been cured by Maker or waived by Payee),
Payee may, at its option (i) declare the entire unpaid principal
balance of this Note, together with all accrued interest thereon,
immediately due and payable regardless of any prior forbearance, and
(ii) exercise any and all rights and remedies available to it under
this Note and applicable law, including, without limitation, the right
to collect from Maker all sums due on this Note.


Compliance with Law


         This Note is given to Payee  under the  Purchase  Agreement  as
part of the  purchase  price  and  consideration  paid by Maker  for the
Stock being  purchased  thereunder.  All  agreements  between  Maker and
Payee,  whether now existing or hereafter arising and whether written or
oral,  are hereby limited so that in no  contingency,  whether by reason
of demand or  acceleration  of the maturity  hereof or otherwise,  shall
interest be  contracted  for,  charged,  received,  paid or agreed to be
paid to  Payee  in  excess  of the  Maximum  Legal  Rate.  If,  from any
circumstance  whatsoever,  interest would  otherwise be payable to Payee
in  excess  of the  Maximum  Legal  Rate,  or  unearned  interest  would
otherwise  be payable in  violation  of  applicable  law,  the  interest
payable to Payee shall be reduced to the maximum amount  permitted under
applicable law; and, if from any circumstance,  Payee shall ever receive
anything of value  deemed  interest by  applicable  law in excess of the
Maximum  Legal Rate,  an amount  equal to any excess  interest  shall be
applied to the reduction of the principal  hereof and not to the payment
of  interest,  and any excess shall be refunded to one or more of Maker.
All  interest  paid or agreed to be paid to Payee  shall,  to the extent
permitted by applicable  law, be  amortized,  prorated,  allocated,  and
spread  throughout  the  full  period  until  payment  in  full  of  the
principal  so that the  interest  for such full period  shall not exceed
the Maximum  Legal Rate.  This section  shall  control this Note and any
other agreements between Maker and Payee,  notwithstanding any provision
to the contrary herein or therein.


Successors and Assigns


         Any  rights  or  obligations  of Maker  under  this Note may be
assigned,  delegated,  or  otherwise  transferred  to  any  entity  that
controls Maker or succeeds to Maker's  interests in the business without
the prior written consent of Payee. Payee may assign,  pledge,  transfer
or  participate  its  rights  under this Note to an  Eligible  Assignee.
Subject to the preceding sentences,  this Note shall be binding upon and
inure to the  benefit  of Maker and Payee  and their  respective  heirs,
legal representatives and successors,  and permitted assigns.  After the
Resolution  Date,  at the option of Payee or its  assigns,  Maker agrees
(i) to issue Payee (or its assigns) an amended and restated  Note in the
amount of the principal  amount  hereof (but  otherwise  containing  the
terms and  conditions  set forth herein) upon  surrender of this note to
Maker,  and  (ii) to do such  further  acts  and  execute  such  further
documents as Payee or its permitted  assigns may  reasonably  request to
confirm the obligations of Maker set forth herein.


Miscellaneous


(a)      This Note shall be  governed  by and  construed  in  accordance
with the laws of the State of New York.
(b)      MAKER HEREBY AGREES THAT ANY ACTION, SUIT, OR OTHER PROCEEDING
WITH RESPECT TO THIS NOTE MAY BE BROUGHT BY PAYEE IN ANY COURT OF
COMPETENT JURISDICTION SITTING IN NEW YORK, NEW YORK OR SAN FRANCISCO,
CALIFORNIA.  MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO
THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT AND HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY DEFENSE OF ANY INCONVENIENT FORUM, TO THE
MAINTENANCE OF ANY ACTION OR PROCEEDING IN ANY SUCH COURT, ANY
OBJECTION TO VENUE WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING, AND
ANY RIGHT OF JURISDICTION ON ACCOUNT OF THE PLACE OF RESIDENCE OR
DOMICILE OF ANY OTHER PARTY TO THE PURCHASE AGREEMENT.  MAKER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES AND WILL WAIVE ANY AND ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR OTHER PROCEEDING
INSTITUTED WITH RESPECT TO THIS NOTE.


(c)      The paragraph  headings  used in this Note are for  convenience
of reference  only,  and shall not affect the meaning or  interpretation
of this Note.


              [Remainder of Page Intentionally Left Blank;
                        Signature Page Follows.]




<PAGE>


                  UNITED RENTALS (NORTH AMERICA), INC.



By:_____________________________________
                                            John N. Milne, Vice Chairman





Guaranty


         The Guarantor  hereby  unconditionally  guarantees the punctual
payment  when  due,  whether  at stated  maturity,  by  acceleration  or
otherwise,  of all  amounts  owing  under  this  Note  now or  hereafter
existing,  whether for principal,  interest, fees, expenses or otherwise
(the "Guaranteed Obligation"),  and agrees to pay any and all reasonable
expenses  (including  reasonable  attorneys' fees and expenses) incurred
by Payee in enforcing any rights under this Guaranty.


         The  liability of the Guarantor  under this  Guaranty  shall be
absolute and  unconditional  irrespective  of, and the Guarantor  hereby
irrevocably  waives any defenses it may now or hereafter have in any way
relating  to, any or all of the  following:  (i) any lack of validity or
enforceability   of  this   Note;   and  (ii)  any  other   circumstance
(including,  without limitation,  any statute of limitations) that might
otherwise constitute a defense available to, or a discharge of, Maker.


         This Guaranty  shall continue to be effective or be reinstated,
as the case may be, if at any time any payment of any of the  Guaranteed
Obligation is rescinded or must  otherwise be returned by Payee upon the
insolvency,  bankruptcy or reorganization of the Maker or otherwise, all
as though such payment had not been made.  The  Guarantor  hereby waives
promptness,  diligence,  notice of acceptance, and any other notice with
respect to any of the Guaranteed  Obligations  and this Guaranty and any
requirement  that the Payee exhaust any right or take any action against
the Maker.


         The Guarantor hereby  represents and warrants to Payee that the
Guarantor has,  independently  and without  reliance upon the Payee, and
based  on  such  documents  and  information  as  Guarantor  has  deemed
appropriate,  made its own credit  analysis  and  decision to enter into
this Guaranty.


                                    UNITED RENTALS, INC.:



                                    By:___________________________
                                            John N. Milne, Vice Chairman