Exhibit 10.1

AMENDED AND RESTATED PURCHASE AND
CONTRIBUTION AGREEMENT


Dated as of December 22, 2008


between


UNITED RENTALS (NORTH AMERICA), INC.,
UNITED RENTALS NORTHWEST, INC.,


as Originators


UNITED RENTALS, INC.,


as Collection Agent


and


UNITED RENTALS RECEIVABLES LLC II


as Buyer






TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
PRELIMINARY
  STATEMENTS

	


	
1


	
 

	
 

	
 


	
ARTICLE
  I DEFINITIONS

	


	
1


	
 

	
 

	
 


	
SECTION 1.01

	
Certain
  Defined Terms

	


	
1


	
SECTION 1.02

	
Other
  Terms

	


	
8


	
 

	
 

	
 


	
ARTICLE
  II AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS

	


	
8


	
 

	
 

	
 


	
SECTION 2.01

	
Facility

	


	
8


	
SECTION 2.02

	
Making
  Purchases

	


	
8


	
SECTION 2.03

	
Contributions

	


	
9


	
SECTION 2.04

	
Collections

	


	
9


	
SECTION 2.05

	
Settlement Procedures

	


	
10


	
SECTION 2.06

	
Payments and Computations, Etc.

	


	
10


	
 

	
 

	
 


	
ARTICLE III CONDITIONS OF PURCHASES

	


	
10


	
 

	
 

	
 


	
SECTION 3.01

	
Conditions Precedent to Initial Purchase from the Originators

	


	
10


	
SECTION 3.02

	
Conditions Precedent to All Purchases and Contributions

	


	
12


	
SECTION 3.03

	
Certification as to Representation and Warranties

	


	
12


	
 

	
 

	
 


	
ARTICLE IV REPRESENTATIONS AND WARRANTIES

	


	
13


	
 

	
 

	
 


	
SECTION 4.01

	
Representations and Warranties of the Originators

	


	
13


	
 

	
 

	
 


	
ARTICLE V  COVENANTS

	


	
15


	
 

	
 

	
 


	
SECTION 5.01

	
Covenants of the Originators

	


	
15


	
SECTION 5.02

	
Covenant of the Originators and the Buyer

	


	
21


	
 

	
 

	
 


	
ARTICLE VI ADMINISTRATION AND COLLECTION OF RECEIVABLES

	


	
21


	
 

	
 

	
 


	
SECTION 6.01

	
Designation and Responsibilities of Collection Agent

	


	
21


	
SECTION 6.02

	
Rights and Remedies

	


	
22


	
SECTION 6.03

	
Transfer of Records to Buyer

	


	
22


	
 

	
 

	
 


	
ARTICLE VII EVENTS OF TERMINATION

	


	
23


	
 

	
 

	
 


	
SECTION 7.01

	
Events of Termination

	


	
23


	
 

	
 

	
 


	
ARTICLE VIII INDEMNIFICATION

	


	
25





i






	
 

	
 

	
 

	
 

	
 


	
SECTION 8.01

	
Indemnities by the Originators

	


	
25


	
 

	
 

	
 

	
 


	
ARTICLE IX MISCELLANEOUS

	


	
27


	
 

	
 

	
 


	
SECTION 9.01

	
Amendments, Etc.

	


	
27


	
SECTION 9.02

	
Notices, Etc.

	


	
27


	
SECTION 9.03

	
Binding Effect; Assignability

	


	
28


	
SECTION 9.04

	
Costs, Expenses and Taxes

	


	
28


	
SECTION 9.05

	
No Proceedings

	


	
29


	
SECTION 9.06

	
Confidentiality

	


	
29


	
SECTION 9.07

	
GOVERNING LAW

	


	
29


	
SECTION 9.08

	
SUBMISSION TO JURISDICTION

	


	
29


	
SECTION 9.09

	
WAIVER OF JURY TRIAL

	


	
30


	
SECTION 9.10

	
Third Party Beneficiary

	


	
30


	
SECTION 9.11

	
Execution in Counterparts

	


	
30


	
SECTION 9.12

	
Survival of Termination

	


	
30


	
SECTION 9.13

	
Severability

	


	
31


	
 


	
ANNEXES


	
 


	
ANNEX A

	
Credit and
  Collection Policy

	


	
 


	
ANNEX B

	
Collection
  Account Banks and Controlled Account Bank

	


	
 


	
ANNEX C

	
Financing
  Statements

	


	
 





ii






AMENDED AND RESTATED PURCHASE AND
CONTRIBUTION AGREEMENT


Dated as of December 22, 2008


          UNITED
RENTALS (NORTH AMERICA), INC., a Delaware corporation, and UNITED RENTALS
NORTHWEST, INC., an Oregon corporation, (each an “Originator” and
collectively, the “Originators”), UNITED RENTALS, INC., a Delaware
corporation, (“United Rentals”), as Collection Agent, and UNITED RENTALS
RECEIVABLES LLC II, a Delaware limited liability company (the “Buyer”),
agree as follows:


PRELIMINARY
STATEMENTS


          (1)
Certain terms which are capitalized and used throughout this Agreement (in
addition to those defined above) are defined in Article I of this Agreement.
Capitalized terms not defined herein are used as defined in the Receivables
Agreement.


          (2)
Each Originator has Receivables that it wishes to sell to the Buyer, and the
Buyer is prepared to purchase such Receivables on the terms set forth herein.


          (3)
Each Originator may also wish to contribute Receivables to the capital of the
Buyer on the terms set forth herein.


          (4)
The parties hereto previously entered into that certain Purchase and
Contribution Agreement, dated as of May 31, 2005.


          (5)
The parties hereto now desire to amend and restate the Purchase and
Contribution Agreement in its entirety as set forth herein and with the effect
from the Effective Time (as defined in the Receivables Agreement).


          NOW,
THEREFORE, the parties agree as follows:


ARTICLE I


DEFINITIONS


          SECTION 1.01    Certain Defined
Terms.


          As
used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms
of the terms defined):


          “Administrative
Agent” means Calyon, in its capacity as administrative agent under the
Receivables Agreement for the banks, or any successor administrative agent
appointed pursuant to the terms of the Receivables Agreement.


          “Adverse
Claim” means a lien, security interest, or other charge or encumbrance, or
any other type of preferential arrangement.






          “Affiliate”
means, as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by or is under common control with such Person or is
a director or officer of such Person.


          “Alternate
Base Rate” means:


                    (a)
For Calyon, Atlantic and each other Bank for Atlantic, on any date, a
fluctuating interest rate per annum as shall be in effect from time to time,
which rate shall be at all times equal to the higher of:


	
 

	
 


	
 

	
          (i)
  the rate of interest determined by Calyon in New York, New York, from time to
  time in its sole discretion, as its prime commercial lending rate (which rate
  is not necessarily the lowest rate that Calyon charges any corporate
  customer); and


	
 

	
 


	
 

	
          (ii)
  the Federal Funds Rate plus 0.50% per annum; and





                    (b)
For Scotia Capital, Liberty and each other Bank for Scotia Capital, on any
date, a fluctuating interest rate per annum as shall be in effect from time to
time, which rate shall be at all times equal to the higher of:


	
 

	
 


	
 

	
          (i)
  the rate of interest determined by Scotia Capital in New York, New York, from
  time to time in its sole discretion, as its prime commercial lending rate
  (which rate is not necessarily the lowest rate that Scotia Capital charges
  any corporate customer); and





                    (c)
the Federal Funds Rate plus 0.50% per annum.


          “Atlantic”
means Atlantic Asset Securitization LLC, as a purchaser under the Receivables
Agreement.


          “Business
Day” means any day (other than a Saturday or Sunday) on which banks are not
authorized or required to close in New York City.


          “Calyon”
means Calyon New York Branch and its permitted successors and assigns. 


          “Capital
Lease” shall have the meaning set forth in the Credit Agreement. 


          “Collateral”
shall have the meaning set forth in Section 5.02 of this Agreement.


          “Collection
Account” means any joint deposit accounts, which may be, either a lock-box
account or an account into which ROA Collections are deposited, established in
the joint name of the Seller and the Qualified Intermediary and maintained for
the purpose of receiving Collections.


          
“Collection Account Agreement” means an agreement between United
Rentals, the Seller and the Collection Account Bank reasonably acceptable to
the Administrative Agent; provided, that the Collection Account
Agreement entered into on the date hereof shall be deemed to be reasonably
acceptable to the Administrative Agent.


2






          “Collection
Account Banks” means the banks or other financial institutions holding the
Collection Accounts.


          “Collection
Agent” means at any time the Person then authorized pursuant to
Section 6.01 to service, administer and collect Transferred Receivables.


          “Collections”
means, with respect to any Transferred Receivable, (a) all funds which are
received by an Originator, the Seller or the Collection Agent in payment of any
amounts owed in respect of such Transferred Receivable (including, without
limitation, purchase price, finance charges, interest and all other charges), or
applied to amounts owed in respect of such Transferred Receivable (including,
without limitation, insurance payments and net proceeds of the sale or other
disposition of repossessed goods or other collateral or property of the related
Obligor or any other party directly or indirectly liable for the payment of
such Transferred Receivable and available to be applied thereon), (b) all
Collections received as a result of a repurchase pursuant to Section 2.05 and
(c) all other proceeds of such Transferred Receivable.


          “Contract”
means an agreement between an Originator and an Obligor, substantially in the
form of one of the written contracts or (in the case of any open account
agreement) one of the invoices approved by the Buyer, pursuant to or under which
such Obligor shall be obligated to pay for goods or services from time to
time.  


          “Contributed
Receivable” has the meaning specified in Section 2.03.


          “Controlled
Account” means the deposit account maintained at the Controlled Account
Bank for the purpose of receiving deposited Collections.


          “Controlled
Account Agreement” means an agreement between United Rentals, the Seller
and the Controlled Account Bank reasonably acceptable to the Administrative
Agent; provided, that the Controlled Account Agreement entered into on
the date hereof shall be deemed to be reasonably acceptable to the
Administrative Agent.


          “Controlled
Account Bank” means the bank or other financial institution holding the
Controlled Account.


          “Credit
Agreement” means the Credit Agreement, dated as of June 9, 2008, by and
among the financial institutions named therein, as the Lenders, Bank of
America, N.A., as Agent, U.S. Swingline Lender and Letter of Credit Issuer,
Bank of America, N.A. (acting through its Canada Branch), as Canadian Swingline
Lender and as a Canadian Funding Bank, UBS Securities LLC, as the Syndication
Agent, UBS AG Canada Branch, as a Canadian Funding Bank, Wachovia Bank,
National Association, as Co-Documentation Agent, Wachovia Capital Finance
Corporation (Canada), as a Canadian Funding Bank, Wells Fargo Foothill, LLC, as
Co-Documentation Agent, United Rentals (North America), Inc. and certain of its
Subsidiaries, as the U.S. Borrowers, United Rentals, Inc. and certain of its
Subsidiaries, as the Guarantors, United Rentals of Canada, Inc. and United
Rentals Alberta Holding, LP, as the Canadian Borrowers, United Rentals
Financing Limited Partnership, as the Specified Loan Borrower, Banc of America
Securities LLC and UBS Securities LLC, as the Joint Lead Arrangers, and Banc of
America Securities LLC, UBS Securities LLC and Wachovia Capital Markets, LLC,
as the Joint Book Managers, as amended to date, and as the same may, from time
to time, be amended, waived, modified or supplemented but only to the extent
that the Purchaser Agents approve such amendment, waiver, modification or
supplement for the purposes of incorporation of such amendment, waiver,
modification or supplement herein.


3






          “Credit
and Collection Policy” means those receivables credit and collection
policies and practices of the Originators in effect on the date of this
Agreement applicable to the Receivables and described in Annex A hereto, as
modified in compliance with this Agreement.


          “Debt”
shall have the meaning set forth in the Credit Agreement.


          “Dilution”
means, with respect to any Transferred Receivable, the aggregate amount of any
reductions or adjustments in the Outstanding Balance of such Transferred
Receivable as a result of any defective, rejected, returned, repossessed or
foreclosed goods or services or any rebate, sales allowance, cash discount or
other adjustment or setoff.  


          “Discount”
means, in respect of each purchase, 2.0% of the Outstanding Balance of the Receivables
that are the subject of such purchase; provided, however, the foregoing
percentage may be revised by request of either of the parties to such purchase
provided that such revision is consented to by both of such parties and by the
Administrative Agent.


          “ENB
Receivable” means the U.S. dollar denominated indebtedness of any Obligor
resulting from the provision of services to such Obligor by an Originator under
a Contract generated by the Originator in the ordinary course of its business
for which all actions required to be performed by the Originator have been
performed (except for the presentment by the Originator of an invoice to the
Obligor), and includes the right to payment of any sales tax, interest or
finance charges and other obligations of such Obligor with respect thereto,
payment for which has been directed to the Controlled Account listed in Annex B
hereto.


          “Equity
Interests” shall have the meaning set forth in the Credit Agreement.


          “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated and rulings issued thereunder.


          “Event
of Termination” has the meaning specified in Section 7.01.


          “Facility
Termination Date” means the earliest of (a) October 20, 2011, (b) the date
determined pursuant to Section 7.01, (c) the date which the Buyer designates by
at least five Business Days’ notice to the Administrative Agent and each
Purchaser Agent and (d) the date upon which the Credit Agreement is terminated
in connection with an Event of Default thereunder.


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


4






          “Federal
Funds Rate” means, with respect to any day, the rate set forth in H.15(519)
for that day opposite the caption “Federal Funds (Effective).”  If on any date of determination, such rate
is not published in H.15(519), such rate will be the rate set forth in
Composite 3:30 P.M. Quotations for U.S. Government Securities for that day
under the caption “Federal Funds/Effective Rate.”  If on any date of determination, the
appropriate rate is not published in either H.15(519) or Composite 3:30 P.M.
Quotations for U.S. Government Securities, such rate will be the arithmetic
mean of the rates for the last transaction in overnight federal funds arranged
by three leading brokers of federal funds transactions in New York City prior
to 9:00 a.m., New York City time, on that day.


          “GAAP”
means generally accepted accounting principles in the United States of America.


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


          “Governmental
Authority” means the government of the United States of America, any other
nation or any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.


          “Guaranty”
shall have the meaning set forth in the Credit Agreement.  


          “Hedge
Agreement” shall have the meaning set forth in the Credit Agreement.


          “Identifiable
Combined Assets” means amounts received in the Collection Accounts that the
Collection Agent can identify as being received in respect of (i) Leased
Equipment Receivables, (ii) amounts received in the Controlled Account that the
Collection Agent can identify as being received in respect of the sale of
equipment that has been leased to an Originator and is subject to the lien of
the lessor thereof, (iii) amounts received in the Controlled Account that the
Collection Agent can identify as being received in respect of Receivables that
would, in accordance with the accounts receivable adjustment codes used by the
Collection Agent, the Seller and each Originator on the Closing Date, be
identified on the general ledger thereof under account receivable adjustment
code  “N/A.”


          “Incipient
Event of Termination” means an event that but for notice or lapse of time
or both would constitute an Event of Termination.


          “Indemnified
Amounts” has the meaning specified in Section 8.01.


          “Leased
Equipment Receivables” means accounts receivable that represent proceeds of
the lease or provision of equipment that has been leased, as of the Closing
Date, to an Originator by any lessor identified on Annex A to the Receivables
Agreement.   


          “Liberty”
means Liberty Street Funding LLC, as a purchaser under the Receivables
Agreement.


5






          “Material
Adverse Effect” means a material adverse change in, or a material adverse
effect upon, the financial condition, operations, assets, business, properties
or prospects of United Rentals and the Subsidiaries, taken as a whole.


          “Obligor”
means, with respect to any Transferred Receivable, a Person obligated to make
payments to an Originator pursuant to a Contract; provided that in the
event that any payments in respect of a Contract are made by any other Person,
such other Person shall also be deemed to be an Obligor.


          “Outstanding
Balance” of any Receivable at any time means the then outstanding principal
balance thereof.


          “Person”
means an individual, partnership, corporation (including a business trust),
joint stock company, limited liability company, unincorporated association,
trust, joint venture or other entity, or a government or any political
subdivision or agency thereof.


          “Purchase
Date” means the date of each purchase of Receivables under this Agreement.


          “Purchased
Receivable” means any Receivable or ENB Receivable which, pursuant to
Article II has been identified as a Purchased Receivable and purchased by the
Buyer.  


          “Purchaser”
means (i) Atlantic Asset Securitization LLC and any successor or assign of such
Purchaser that is a receivables investment company that in the ordinary course
of its business issues commercial paper or other securities to fund its
acquisition and maintenance of receivables and (ii) Liberty Street Funding LLC
and any successor or assign of such Purchaser that is a receivables investment
company that in the ordinary course of its business issues commercial paper or
other securities to fund its acquisition and maintenance of receivables.


          “Purchaser
Agent” means (i) Calyon and its permitted successors and assigns as Atlantic
Purchaser Agent and (ii) Scotia Capital and its permitted successors and
assigns as Liberty Purchaser Agent.


          “Receivable”
means the U.S. dollar denominated indebtedness of any Obligor resulting from
the provision or sale of goods or services to such Obligor by an Originator
under a Contract generated by the Originator in the ordinary course of its
business for which all actions required to be performed by the Originator have
been performed (except in the case of ENB Receivables, for which the related
Originator will not have presented an invoice to the related Obligor), and
includes the right to payment of any sales tax, interest or finance charges and
other obligations of such Obligor with respect thereto, payment for which has
been directed to the Controlled Account listed in Annex B hereto; provided
that “Receivable” shall not include any Equipment Sale Receivables.   For the avoidance of doubt, Receivables
shall include ENB Receivables.


          “Receivables
Agreement” means that certain Amended and Restated Receivables Purchase
Agreement, dated as of the date hereof, among the Buyer, as seller, Atlantic
Asset Securitization LLC, as a purchaser, Liberty Street Funding LLC, as a
purchaser, Calyon, as administrative agent and as Atlantic purchaser agent,
Scotia Capital, as Liberty purchaser agent and United Rentals, as collection
agent, as amended or restated from time to time. 


6






          “Related
Security” means with respect to any Transferred Receivable all of the
applicable Originator’s interest in:


                    (a)
any goods (excluding any returned goods with respect to a Receivable which has
been repurchased pursuant to Section 2.05 of this Agreement) relating to any
sale giving rise to such Transferred Receivable;


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


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


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


          “Scotia
Capital” means The Bank of Nova Scotia and its successors and assigns. 


          “Settlement
Date” means such day or days each month as are selected from time to time
by the Buyer or its designee in a written notice to the Collection Agent.


          “Special
Branch Collections” means any Collections received by an Originator or the
Collection Agent at a branch of any Originator listed on Annex H to the
Receivables Agreement.  Special Branch
Collections are not ROA Collections.


          “Subsidiary”
of a specified Person means any corporation of which securities having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by
such specified Person. 


          “Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions,
charges or withholdings imposed by any Governmental Authority.


          “Transaction
Documents” means any of the Agreement, the Receivables Agreement (as
defined herein), the Fee Agreements, the Performance Undertaking Agreement
(each as defined in the Receivables Agreement) and all other agreements and
documents delivered and/or related hereto or thereto.


          “Transferred
Receivable” means a Purchased Receivable or a Contributed Receivable.


          “UCC”
means the Uniform Commercial Code as from time to time in effect in the
applicable jurisdiction.


7






          “United
(NA)” means United Rentals (North America), Inc. a Delaware corporation,
and its successors and permitted assigns.



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


          SECTION 1.02    Other Terms.



          All
accounting terms not specifically defined herein shall be construed in
accordance with GAAP.  All terms used in
Article 9 of the UCC in the State of New York, and not specifically defined
herein, are used herein as defined in such Article 9.


ARTICLE II



AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS


          SECTION 2.01    Facility.



          On
the terms and conditions hereinafter set forth and without recourse (except to
the extent as is specifically provided herein), the Originators agree to sell
and the Buyer agrees to purchase Receivables of the Originators from time
to time during the period from the date hereof to the Facility Termination
Date.  


          SECTION 2.02    Making
Purchases.


                    (a)
Purchases.  On the date of the
initial purchase hereunder, the Originators shall sell, transfer, assign and
convey to the Buyer all Receivables owned by the Originators as of the close of
business on the Business Day immediately preceding such Purchase Date (other
than Receivables constituting Contributed Receivables pursuant to Section
2.03).  Each Originator shall, on each
Business Day occurring thereafter prior to the Facility Termination Date, sell,
transfer, assign and convey to the Buyer all Receivables owned by such
Originator as of the close of business on the immediately preceding Business
Day.  On each Purchase Date, the Buyer
shall, upon satisfaction of the applicable conditions set forth in
Article III, pay the purchase price for such purchase by the deposit of
such amount in same day funds to such account(s) as may be designated by the
Originators.  To the extent that funds
are not paid at the time a Receivable is transferred, such Transferred
Receivable will be deemed a Contributed Receivable.


                    (b)
Determination of Purchase Price.
The purchase price for the Receivables that are the subject of any
purchase hereunder shall be determined on an arms length basis on or prior to
the date of such purchase, and shall be equal to the Outstanding Balance of
such Receivables, minus the Discount for such purchase.


                    (c)
Ownership of Receivables and Related Security.  On each Purchase Date, after giving effect to each purchase or
contribution, the Buyer shall own the Transferred Receivables.  The acquisition of any Receivable shall
include all rights to, but not the obligations under, all Related Security with
respect to such Receivable and all Collections with respect thereto and other
proceeds of such Receivable and Related Security.


8






                    (d)
Intention of the Parties.  It is
the express intent of the parties hereto that the transfers of the Receivables
and related rights by each Originator to the Buyer, as contemplated by this
Agreement be, and be treated as, true sales of the Transferred Receivables and
the Related Security for all purposes, providing the Buyer with full risks and
benefits of ownership and not as loans secured by the Receivables and related
rights.  If, notwithstanding the intent
of the parties or any other provision hereof, any Transferred Receivable and
the Related Security conveyed hereunder is construed to constitute property of
any Originator or such conveyance is not treated as a sale to Buyer for all
purposes, then (i) this Agreement also is intended by the parties to be, and
hereby is, a security agreement within the meaning of the UCC; and (ii) the
conveyance by the Originators provided for in this Agreement shall be treated
as the grant of, and each Originator hereby grants to Buyer, a first priority
security interest in, to and under all of the Originators’ right, title and
interest in, to and under all Transferred Receivables and the Related Security
other than any Permitted Liens, and proceeds relating thereto conveyed by the
Originators to Buyer, to secure the payment and performance of the Originators’
obligations to Buyer under this Agreement or as may be determined in connection
therewith by applicable law.  Each
Originator and Buyer shall, to the extent consistent with this Agreement, take
such actions as may be necessary to ensure that, if this Agreement were deemed
to create a security interest in, and not to constitute a sale of, Transferred
Receivables and the Related Security, such security interest would be deemed to
be a perfected security interest in favor of Buyer under applicable law and
shall be maintained as such throughout the term of this Agreement.  


          SECTION 2.03   
Contributions.


          United
(NA) may from time to time at its option, by notice to the Buyer, identify
Receivables which it proposes to contribute to the Buyer as a capital
contribution.  Such Receivables shall be
identified by reference to a report prepared by United (NA).  On the date of each such contribution and
after giving effect thereto, the Buyer shall own the Receivables so identified
and contributed (collectively, the “Contributed Receivables”) and all
Related Security with respect thereto.


          SECTION 2.04   
Collections.


                    (a)
Unless otherwise agreed, the Collection Agent shall, on each Settlement Date,
deposit into an account of the Buyer or the Buyer’s assignee all Collections of
Transferred Receivables then held by the Collection Agent.  


                    (b)
In the event that an Originator believes that amounts that are not Collections
of Transferred Receivables have been deposited into an account of the Buyer or
the Buyer’s assignee, such Originator shall so advise the Buyer and, on the
Business Day following such identification, the Buyer shall remit, or shall
cause to be remitted, to such Originator all amounts so deposited that are
identified, to the Buyer’s satisfaction, to be amounts that are not Collections
of Transferred Receivables.


9






          SECTION 2.05    Settlement
Procedures.


                    (a)
If on any day, the Outstanding Balance of any Transferred Receivable is reduced
or adjusted as a result of any Dilution, or any setoff or dispute between an
Originator and an Obligor due to a claim arising out of the same or any other
transaction or if on any day any of the representations and warranties made by
an Originator in Section 4.01(i) with respect to any Transferred Receivable is
no longer true, such Originator shall repurchase such Transferred Receivable on
the next succeeding Settlement Date for a repurchase price equal to the
Outstanding Balance of such Transferred Receivable.  Each repurchase of a Transferred Receivable shall include the
Related Security with respect to such Transferred Receivable.  The proceeds of any such repurchase shall be
deemed to be a Collection in respect of such Transferred Receivable.  If United Rentals is not the Collection
Agent, each Originator shall pay to the Collection Agent on or prior to the
next Settlement Date the repurchase price required to be paid pursuant to this
subsection.


                    (b)
Except as stated in subsection (a) of this Section or as otherwise required by
law or the underlying Contract, all Collections from an Obligor of any
Transferred Receivable shall be applied to the Transferred Receivables of such
Obligor in the order of the age of such Transferred Receivables, starting with
the oldest such Transferred Receivable, unless such Obligor designates its
payment for application to specific Transferred Receivables.  


          SECTION 2.06    Payments and
Computations, Etc.


                    (a)
All amounts to be paid or deposited by the Originators or the Collection Agent
hereunder shall be paid or deposited no later than 11:00 A.M. (New York City
time) on the day when due in same day funds to the account designated by the
Buyer.


                    (b)
Each Originator shall, to the extent permitted by law, pay to the Buyer
interest on any amount not paid or deposited by such Originator (whether as
Collection Agent or otherwise) when due hereunder at an interest rate per annum
equal to 2% per annum above the Alternate Base Rate, payable on demand.  


                    (c)
All computations of interest and all computations of fees hereunder shall be
made on the basis of a year of 360 (365 days if computed with reference to the
Alternate Base Rate) days for the actual number of days elapsed.  Whenever any payment or deposit to be made
hereunder shall be due on a day other than a Business Day, such payment or
deposit shall be made on the next succeeding Business Day and such extension of
time shall be included in the computation of such payment or deposit.


ARTICLE III



CONDITIONS OF PURCHASES


          SECTION 3.01    Conditions Precedent to
Initial Purchase from the
Originators.  


          The
initial purchase of Receivables from the Originators hereunder is subject to
the conditions precedent that the Buyer shall have received on or before the
date of such purchase the following, each (unless otherwise indicated) dated
such date, in form and substance satisfactory to the Buyer:


10






                    (a)
A certificate of the Secretary or Assistant Secretary of each Originator
certifying (i) copies of the resolutions of the Board of Directors of each
corporate Originator approving this Agreement, (ii) copies of all
documents evidencing other necessary corporate or limited partnership action
and governmental approvals, if any, with respect to this Agreement and (iii) the
names and true signatures of the officers of each Originator authorized to sign
this Agreement and the other documents to be delivered by it hereunder (on
which certificate the Buyer and Collection Agent, if other than such
Originator, may conclusively rely until such time as the Buyer and the
Collection Agent shall receive from such Originator a revised certificate
meeting the requirements of this subsection (a));


                    (b)
A copy of the organizational documents of each Originator, certified as of a
recent date by the Secretary of State or other appropriate official of the
state of its organization, and a certificate as to the good standing of each
such Originator from the applicable Secretary of State or other official, dated
as of recent date;


                    (c)
Acknowledgment copies or time stamped receipt copies of proper financing
statements, duly filed on or before the date of the initial purchase, naming
each Originator as the debtor/seller and the Buyer as the secured party/purchaser,
or other similar instruments or documents, as the Buyer, Administrative Agent
or a Purchaser Agent may deem necessary or desirable under the UCC of all
appropriate jurisdictions or other applicable law to perfect the Buyer’s
ownership of and security interest in the Collateral;


                    (d)
A written search report from a Person satisfactory to the Administrative Agent
and each Purchaser Agent listing all effective financing statements that name
each Originator in the jurisdictions in which filings were made pursuant to the
foregoing subsection (c), together with copies of such financing statements
(none of which, except for those described in the foregoing subsection (c) and
those financing statements covering any Permitted Liens shall cover any
Receivable or any related right) and tax and judgment lien search reports from
a Person satisfactory to the Administrative Agent and each Purchaser Agent
showing no evidence of any liens filed against any Originator with respect to
the Receivables or related rights;


                    (e)
Acknowledgment copies or time stamped receipt copies of proper financing
statements, if any, necessary to release all security interests and other
rights of any Person in the Collateral previously granted by the Originators
other than with respect to any Permitted Liens;


                    (f)
Evidence (i) of the execution and delivery
by each of the parties thereto of each of the other Transaction Documents to be
executed and delivered in connection herewith and (ii) that each of the
conditions precedent to the execution, delivery and effectiveness of such other
Transaction Documents has been satisfied to the Buyer’s satisfaction; 


11






                    (g)
A certificate from an officer of each Originator to the effect that the
Collection Agent and such Originator have placed on the most recent, and have
taken all steps reasonably necessary to ensure that there shall be placed on
subsequent, summary master control data processing reports the indicator “BO” and
in the related policy and procedure bulletin defining the “BO” marker” the
following legend (or the substantive equivalent thereof) has been
included:  “THE RECEIVABLES DESCRIBED
HEREIN HAVE BEEN SOLD TO UNITED RENTALS RECEIVABLES LLC II, PURSUANT TO AN AMENDED
AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT, DATED AS OF DECEMBER 22,
2008, AMONG UNITED RENTALS, INC., THE ORIGINATORS NAMED THEREIN AND UNITED
RENTALS RECEIVABLES LLC II; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN
HAS BEEN GRANTED TO THE ADMINISTRATIVE AGENT, PURSUANT TO AN AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF DECEMBER 22, 2008, AMONG
UNITED RENTALS RECEIVABLES LLC II, UNITED RENTALS, INC., LIBERTY STREET FUNDING
LLC, THE BANK OF NOVA SCOTIA, ATLANTIC ASSET SECURITIZATION LLC, CALYON NEW
YORK BRANCH.”; and 


                    (h)
A favorable opinion of counsel for each Originator, substantially in such form
and as to such matters as the Buyer or Administrative Agent may reasonably
request.


          SECTION 3.02    Conditions Precedent to
All Purchases and
Contributions.


          Each
purchase and contribution (including the initial purchase and contribution)
hereunder shall be subject to the further conditions precedent that: 


                    (a)
on the date of such purchase or contribution the following statements shall be
true (and each Originator, by accepting the amount of such purchase or
contribution, shall be deemed to have certified that):


	
 

	
 


	
 

	
          (i)
  the representations and warranties contained in Section 4.01 are correct on
  and as of the date of such purchase or contribution as though made on and as
  of such date, and


	
 

	
 


	
 

	
          (ii)
  no event has occurred and is continuing, or would result from such purchase
  or contribution, that constitutes an Event of Termination or an Incipient
  Event of Termination,





                    (b)
the Buyer shall not have delivered to such Originator a notice that the Buyer
shall not make any further purchases or receive any additional contributions of
Transferred Receivables hereunder; and 


                    (c)
the Buyer shall have received such other approvals, opinions or documents as
the Buyer may reasonably request.


          SECTION 3.03    Certification as to
Representation and Warranties.  


          Each
Originator, by accepting the Purchase Price related to each purchase of
Receivables (and related rights) generated by such Originator, shall be deemed
to have certified that the representations and warranties contained in Article
IV are true and correct on and as of such day, with the same effect as though
made on and as of such day.


12






ARTICLE IV



REPRESENTATIONS AND WARRANTIES


          SECTION 4.01    Representations and
Warranties of the Originators.  


          Each
Originator represents and warrants as follows:


                    (a)
Such Originator is an organization validly existing and in good standing under
the laws of the jurisdiction of its organization, and is duly qualified to do
business, and is in good standing, in every jurisdiction where the nature of
its business requires it to be so qualified.


                    (b)
The execution, delivery and performance by such Originator of each Transaction
Document to which it is a party, (i) are within such Originator’s
organizational or limited partnership powers, (ii) have been duly authorized by
all necessary organizational or limited partnership action, (iii) do not
contravene (1) such Originator’s charter or by-laws or limited partnership
agreement, (2) any law, rule or regulation applicable to such Originator,
(3) any contractual or limited partnership agreement restriction binding on or
affecting such Originator or its property or (4) any order, writ, judgment,
award, injunction or decree binding on or affecting such Originator or its property,
and (iv) do not result in or require the creation of any Adverse Claim upon or
with respect to any of its properties (except for the transfer of such
Originator’s interest in the Transferred Receivables pursuant to this
Agreement); and no transaction contemplated by this Agreement requires
compliance with any bulk sales act or similar law.  This Agreement has been duly executed and delivered by a duly
authorized officer of such Originator.


                    (c)
No authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due
execution, delivery and performance by such Originator of this Agreement or any
other document to be delivered hereunder, except for the filing of UCC
financing statements which are referred to herein.


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


                    (e)
Sales and contributions made pursuant to this Agreement will constitute a valid
sale, transfer and assignment of the Transferred Receivables to the Buyer,
enforceable against creditors of, and purchasers from, such Originator.  Such Originator shall have no remaining
property interest in any Transferred Receivable.  


13






                    (f)
The consolidated balance sheets of United Rentals and its Subsidiaries as at
the end of its most recent fiscal year, and the related consolidated statements
of income and retained earnings of United Rentals and its Subsidiaries for such
fiscal year, copies of which have been or will be furnished to the Buyer in
accordance with Section 5.01(j) below, fairly present the financial condition
of United Rentals and its Subsidiaries as at such date and the results of the
operations of United Rentals and its Subsidiaries for the period ended on such
date, all in accordance with GAAP consistently applied, and since the end of
its most recent fiscal year there has been no material adverse change in the
business, operations, property or financial condition of United Rentals and its
Subsidiaries.


                    (g)
There is no pending or, to such Originator’s knowledge, threatened action or
proceeding affecting such Originator before any court, governmental agency or
arbitrator which may materially adversely affect the financial condition or
operations of such Originator or the ability of such Originator to perform its
obligations under this Agreement, or which purports to affect the legality,
validity or enforceability of this Agreement; such Originator is not in default
with respect to any order of any court, arbitration or governmental body except
for defaults with respect to orders of governmental agencies which defaults are
not material to the business or operations of such Originator.


                    (h)
No proceeds of any purchase will be used to acquire any equity security of a
class which is registered pursuant to Section 12 of the Securities Exchange Act
of 1934.


                    (i)
Each Transferred Receivable, together with the Related Security, is owned
(prior to its sale or contribution hereunder) by the Originator free and clear
of any Adverse Claim (other than any Adverse Claim arising solely as the result
of any action taken by the Buyer and any Permitted Liens).  When the Buyer makes a purchase or receives
a contribution of a Contributed Receivable it shall acquire valid ownership of
each Transferred Receivable and the Related Security and Collections with
respect thereto free and clear of any Adverse Claim (other than any Adverse
Claim arising solely as the result of any action taken by the Buyer); provided,
that the interest of the Originators in Leased Equipment Receivables may be
subject to the lien of the lessor thereof; provided, further,
that the interest of the Originators in Receivables that represent proceeds of
the sale of equipment that has been leased to an Originator may be subject to
the lien of the lessor thereof; provided, finally, that the right
of any assignee of Receivables the obligor of which is a Government Obligor to
enforce such Receivable directly against such obligor may be restricted by the
Federal Assignment of Claims Act or any similar applicable law to the extent
the applicable Originator or Borrower and/or any assignee thereof shall not
have complied with the applicable provisions of any such law in connection with
the assignment or subsequent reassignment of any such Receivable.  No effective financing statement or other
instrument similar in effect covering any Contract or any Transferred
Receivable, any interest therein, the Related Security or Collections with
respect thereto is on file in any recording office, except those filed in favor
of the Buyer relating to this Agreement and those filed pursuant to the
Receivables Agreement and any Permitted Liens.


14






                    (j)
Each report, information, exhibit, financial
statement, document, book, record or report furnished or to be furnished at any
time by the Originator to the Buyer in connection with this Agreement is true,
complete and accurate in all material respects as of its date or (except as
otherwise disclosed to the Buyer at such time) as of the date so furnished.


                    (k)
The principal place of business and chief executive office of the Originator
and the office where the Originator keeps its records concerning the
Transferred Receivables are located at the address or addresses referred to in
Section 5.01(b).  


                    (l)
Such Originator is not known by and does not use, nor has it been known by or
used within the past five years, any tradename or doing-business-as name.


                    (m)
With respect to any programs used by the Originator in the servicing of the
Receivables, no sublicensing agreements are necessary in connection with the
designation of a new Collection Agent so that such new Collection Agent shall
have the benefit of such programs (it being understood, however,
that the Collection Agent, if other than United Rentals, shall be required to
be bound by a confidentiality agreement reasonably acceptable to the
Originators).


                    (n)
All sales, excise or other taxes with respect to the merchandise, insurance or
services which are the subject of any Contract for a Receivable have been paid
by the Originator when due. 


                    (o)
The names and addresses of the Collection Account Banks and Controlled Account
Bank, together with the account numbers of the Collection Accounts and the
Controlled Account, are specified in Annex B (as the same may be updated from
time to time pursuant to Section 5.01(g)).


                    (p)
All right, title and interest of such Originator in and to, and exclusive
dominion and control in respect of the Controlled Account has been transferred
by such Originator to the Buyer, or its designee, free and clear of any Adverse
Claim.


                    (q)
United Rentals Northwest, Inc. represents and warrants that the UCC3 financing
statements attached hereto as Annex C have been submitted for filing in
the appropriate filing office in the State of Oregon.


ARTICLE V



COVENANTS


          SECTION 5.01    Covenants of the
Originators.


          From
the date hereof until the first day following the Facility Termination Date on
which all of the Transferred Receivables are either collected in full or have
been written off as uncollectible:


                    (a)
Compliance with Laws, Etc.  Each
Originator will comply in all material respects with all applicable laws,
rules, regulations and orders and preserve and maintain its corporate or
limited partnership existence, rights, franchises, qualifications and
privileges except to the extent that the failure so to comply with such laws,
rules and regulations or the failure so to preserve and maintain such
existence, rights, franchises, qualifications, and privileges would not
materially adversely affect the collectibility of the Transferred Receivables
or the ability of such Originator to perform its obligations under this
Agreement.


15






                    (b)
Offices, Records and Books of Account.
Each Originator will keep its principal place of business and chief
executive office and the office where it keeps its records concerning the Transferred
Receivables (and all original documents relating thereto) at the address of the
Originator set forth in Section 9.02 of this Agreement or, upon 30 days’
prior written notice to the Buyer, at any other locations in jurisdictions
where all actions required by Section 5.01(k) shall have been taken and
completed.  Each Originator also will
maintain and implement administrative and operating procedures (including,
without limitation, an ability to recreate records evidencing Transferred
Receivables and related Contracts in the event of the destruction of the
originals thereof), and keep and maintain all documents, books, records and
other information reasonably necessary or advisable for the collection of all
Transferred Receivables (including, without limitation, records adequate to
permit the daily identification of each new Transferred Receivable and all
Collections of and adjustments to each existing Transferred Receivable).  Each Originator shall make a notation in its
books and records, including its computer files, to indicate which Receivables
have been sold or contributed to the Buyer hereunder.


                    (c)
Performance and Compliance with Contracts and Credit and Collection Policy.  Each Originator will, at its expense, timely
and fully perform and comply with all material provisions, covenants and other
promises required to be observed by it under the Contracts related to the
Transferred Receivables (to the same extent as if the Transferred Receivables
had not been sold or transferred), and timely and fully comply in all material
respects with the Credit and Collection Policy in regard to each Transferred
Receivable and the related Contract.  


                    (d)
Sales, Liens, Etc.  Except for
the sales and contributions of Receivables contemplated herein, no Originator
will sell, assign (by operation of law or otherwise) or otherwise dispose of,
or create or suffer to exist any Adverse Claim upon or with respect to, any
Transferred Receivable, Related Security or Collections, or upon or with
respect to any account to which any Collections of any Transferred Receivable
are sent, or assign any right to receive income in respect thereof except to
the extent of any Permitted Liens.


                    (e)
Extension or Amendment of Transferred Receivables.  No Originator will extend, amend or
otherwise modify the terms or any Transferred Receivable, or amend, modify or
waive any term or condition of any Contract related thereto.


                    (f)
Change in Business or Credit and Collection Policy.  No Originator will make or permit any change
in the character of its business or in the Credit and Collection Policy that
would, in either case, materially adversely affect the collectibility of the
Transferred Receivables or the ability of such Originator to perform its
obligations under this Agreement.


16






                    (g)
Change in Payment Instructions to Obligors.  No Originator will make any change in the instructions to
Obligors regarding payments to be made to any Collection Account, unless the
Buyer and its assigns shall have received notice of such change (including an
updated Annex B) and executed copies of a Collection Account Agreement with
each new Collection Account Bank or with respect to each new Collection
Account, which agreements are reasonably acceptable to the Buyer and its
assigns.


                    (h)
Deposits to Collection Account.
Each Originator will deposit, or cause to be deposited, all Collections
of Transferred Receivables into Collection Accounts and will cause all such
Collections deposited to the Collection Accounts to be transferred to the
Controlled Account except to the extent otherwise permitted by the provisions
of Section 1.04(a) of the Receivables Agreement. Neither of the Originators
will deposit or otherwise credit, or cause or permit to be so deposited or
credited, to the Controlled Account cash or cash proceeds other than
Collections of Transferred Receivables.


                    (i)
Marking Records.  Each Originator will mark its master data
processing records and, at the request of the Buyer, each Contract giving rise
to Purchased Receivables and all other relevant records evidencing the
Receivables which are the subject of each purchase with a legend, acceptable to
the Buyer, stating that such Receivables, the Related Security and Collections
with respect thereto, have been sold in accordance with this Agreement.


                    (j)
Reporting Requirements.  United Rentals will provide to the Buyer the
following:


	
 

	
 


	
 

	
          (i)
  as soon as available and in any event within 45 days after the end of the
  first three quarters of each fiscal year of United Rentals, balance sheets of
  United Rentals and its Subsidiaries as of the end of such quarter and
  statements of income and retained earnings of United Rentals and its
  Subsidiaries for the period commencing at the end of the previous fiscal year
  and ending with the end of such quarter, certified by the chief financial
  officer of United Rentals.  Notwithstanding
  the foregoing, in the event the due date for delivery of such financials is
  waived or extended with respect to the Revolving Loans (as defined in the
  Credit Agreement) pursuant to the Credit Agreement and at such time both
  Calyon and Scotia Capital are Revolving Lenders (as defined in the Credit
  Agreement) thereunder, such waiver or extension will be deemed to have been
  made with respect to the delivery of such financials under this Agreement;


	
 

	
 


	
 

	
          (ii)
  as soon as available and in any event within 90 days after the end of each
  fiscal year of United Rentals, a copy of the annual report for such year for
  United Rentals and its Subsidiaries, containing financial statements for such
  year audited by Ernst & Young or other independent public accountants
  acceptable to the Buyer or its designee.
  Notwithstanding the foregoing, in the event the due date for delivery
  of such financials is waived or extended with respect to the Revolving Loans
  (as defined in the Credit Agreement) pursuant to the Credit Agreement and at
  such time both Calyon and Scotia Capital are Revolving Lenders (as defined in
  the Credit Agreement) thereunder, such waiver or extension will be deemed to
  have been made with respect to the delivery of such financials under this
  Agreement;





17






	
 

	
 


	
 

	
          (iii)
  notice of the termination of the Credit Agreement by the lenders thereunder
  as soon as reasonably practicable, but in any event within one (1) Business
  Day of the earlier of receipt by the Collection Agent or any Originator of
  notice of such termination and the effectiveness of such termination;


	
 

	
 


	
 

	
          (iv)
  as soon as possible and in any event within five days after the occurrence of
  each Event of Termination or Incipient Event of Termination, a statement of
  the chief financial officer or treasurer of United Rentals setting forth
  details of such Event of Termination or Incipient Event of Termination and
  the action that applicable Originator has taken and proposes to take with
  respect thereto;  


	
 

	
 


	
 

	
          (v)
  promptly after the sending or filing thereof, copies of all reports that
  United Rentals sends to any of its securityholders, and copies of all reports
  and registration statements that United Rentals or any Subsidiary files with
  the Securities and Exchange Commission or any national securities exchange; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (vii)
  at least ten Business Days prior to any change in the name or change in or
  addition of jurisdiction of organization of any Originator, a notice setting
  forth such change and the effective date thereof; 


	
 

	
 


	
 

	
          (viii)
  at the time of the delivery of the financial statements provided for in
  clauses (i) and (ii) of this paragraph, a certificate of the chief
  financial officer or the treasurer of United Rentals to the effect that, to
  the best of such officer’s knowledge, no Event of Termination has occurred
  and is continuing or, if any Event of Termination has occurred and is
  continuing, specifying the nature and extent thereof;


	
 

	
 


	
 

	
          (ix)
  such other information respecting the Transferred Receivables or the
  condition or operations, financial or otherwise, of the Originators as the
  Buyer may from time to time reasonably request;





18






	
 

	
 


	
 

	
          (x)
  promptly after United Rentals obtains knowledge thereof, notice of any (a)
  litigation, investigation or proceeding which may exist at any time between
  an Originator and any governmental authority which, in either case, if not
  cured or if adversely determined, as the case may be, would have a material
  adverse effect on the business, operations, property or financial or other
  condition of an Originator; (b) litigation or proceeding adversely
  affecting an Originator’s ability to perform its obligations under this
  Agreement; or (c) litigation or proceeding adversely affecting an Originator
  in which the amount involved is $5,000,000 or more and not covered by
  insurance or in which injunctive or similar relief is sought; and


	
 

	
 


	
 

	
          (xi)
  promptly after the occurrence thereof, notice of a material adverse change in
  the business, operations, property or financial condition of an Originator.





                    The
reporting requirements set forth in this Section 5.01(j) are satisfied
by filing any of the documentation specified in (i), (ii) and (iv) above with
the Securities and Exchange Commission through the EDGAR electronic filing
system.  


                    (k)
Change of Control.  No Originator
shall permit a Change of Control, as defined in the Receivables Agreement, to
occur.   


	
 

	
 


	
 

	
(l) Further
  Assurances. 


	
 

	
 


	
 

	
          (i)
  Each Originator agrees from time to time, at its expense, promptly to execute
  and deliver all further instruments and documents, and to take all further
  actions, that may be necessary or desirable, or that the Buyer or its
  assignee may reasonably request, to perfect, protect or more fully evidence
  the sale and contribution of Receivables under this Agreement, or to enable
  the Buyer or its assignee to exercise and enforce their respective rights and
  remedies under this Agreement.
  Without limiting the foregoing, each Originator will, upon the request
  of the Buyer or its assignee,


	
 

	
 


	
 

	
          (ii)
  prepare and file such financing or continuation statements, or amendments
  thereto, and such other instruments and documents, that may be necessary or
  desirable to perfect, protect or evidence such Transferred Receivables; 


	
 

	
 


	
 

	
          (iii)
  mark conspicuously each invoice in their files evidencing each Transferred
  Receivable with a legend, acceptable to the Buyer, evidencing that such
  Receivable has been sold and


	
 

	
 


	
 

	
          (iv)
  deliver to the Buyer copies of all Contracts relating to the Transferred
  Receivables and all records relating to such Contracts and the Transferred
  Receivables, whether in hard copy or in magnetic tape or diskette format
  (which if in magnetic tape or diskette format shall be compatible with the
  Buyer’s computer equipment); 


	
 

	
 


	
 

	
          (v)
  Each Originator authorizes the Buyer or its assignee to file financing or
  continuation statements, and amendments thereto and assignments thereof,
  relating to the Transferred Receivables, the Related Security and the
  Collections with respect thereto without the signature of the Originator
  where permitted by law.  A photocopy
  or other reproduction of this Agreement shall be sufficient as a financing
  statement where permitted by law;





19





	
 

	
 


	
 

	
          (vi)
  Each Originator authorizes the Buyer or its assignee to take any and all
  steps in the Originator’s name and on behalf of the Originator that are
  necessary or desirable, in the determination of the Buyer, to collect amounts
  due under the Transferred Receivables, including, without limitation,
  endorsing the Originator’s name on checks and other instruments representing
  Collections of Transferred Receivables and enforcing the Transferred
  Receivables and the Related Security;


	
 

	
 


	
 

	
provided
  that nothing in this Section 5.01(l) shall require an Originator to take any
  action with respect to Identifiable Combined Assets or Equipment Sale
  Receivables.





                    (m)
Audits.  Each Originator will,
from time to time during regular business hours as requested by the Buyer or
its assigns, permit the Buyer, or its agents, representatives or assigns 


	
 

	
 


	
 

	
          (i)
  to conduct periodic audits of the Transferred Receivables, the Related
  Security and the related books and records and collections systems of the
  Collection Agent (including any subcontractor) and the Originator;


	
 

	
 


	
 

	
          (ii)
  to examine and make copies of and abstracts from all books, records and
  documents (including, without limitation, computer tapes and disks) in the
  possession or under the control of the Collection Agent (including any
  subcontractor) or the Originator relating to Transferred Receivables and the
  Related Security, including, without limitation, the related Contracts and


	
 

	
 


	
 

	
          (iii)
  upon reasonable prior notice, to visit the offices and properties of the
  Collection Agent, the Seller or the Originators for the purpose of examining
  such materials described in clause (ii) above, and to discuss matters
  relating to Transferred Receivables and the Related Security or the Originator’s
  performance hereunder with any of the officers or employees of the Collection
  Agent, the Seller or the Originators having knowledge of such matters; provided,
  that, unless an Event of Termination or Incipient Event of Termination have
  occurred and be continuing, neither the Seller nor the Collection Agent shall
  be required to permit the Administrative Agent to conduct any of the actions
  contained in this Section 5.01(m) more often than every twelve
  months.  





                    Upon
the request of the Buyer or its designee, (which at any time prior to the
occurrence of an Event of Termination or any Incipient Event of Termination
shall be no more frequent than once every twelve months), the Originator will,
at its expense, appoint independent public accountants (which may, with the
consent of the Buyer or its designee, be United Rental’s regular independent
public accountants), or utilize the representatives or auditors of the Buyer or
its designee, to prepare and deliver to the Buyer or its designee a written
report with respect to the Transferred Receivables and the Credit and
Collection Policy (including, in each case, the systems, procedures and records
relating thereto) on a scope and in a form reasonably requested by the Buyer or
its designee.


20






                    (n)
Purchase Price.  The purchase
price payable by the Buyer to an Originator hereunder is intended by such
Originator and Buyer to be consistent with the terms that would be obtained in
an arm’s length sale.  


                    (o)
Payment of Sales Taxes.  Each
Originator will pay all sales, excise or other taxes with respect to the
Receivables to the applicable taxing authority when due, and will, upon the
request of the Buyer, provide the Buyer with evidence of such payment.


                    (p)
Opinion.  No later than January
30, 2009, United Rentals Northwest, Inc. shall cause Oregon counsel to deliver
to the Administrative Agent an updated or revised opinion letter regarding
updated search reports that reflect the filing of the two UCC3 financing
statements attached hereto as Annex C.


          SECTION 5.02    Covenant of the
Originators and the Buyer.  


          The
Originators and the Buyer have structured this Agreement with the intention
that each purchase or contribution of Transferred Receivables hereunder be
treated as a sale or absolute conveyance of such Transferred Receivables by
such Originators to the Buyer for all purposes.  The Originators and the Buyer shall (i) either (x) record each
purchase as a sale or purchase, as the case may be, on its books and records or
(y) record each contribution as a capital contribution on its books and
records, and (iii) reflect each purchase or contribution in its financial
statements and tax returns as a sale, contribution or purchase, as the case may
be.  In the event that, contrary to the
mutual intent of the Originators and the Buyer, any purchase, transfer, or
contribution of Transferred Receivables hereunder is not characterized as a
sale or absolute conveyance, the Originators shall, effective as of the date
hereof, be deemed to have granted (and each Originator hereby does grant) to
the Buyer a first priority security interest in and to any and all Transferred
Receivables, all Related Security with respect to such Transferred Receivables
and all Collections with respect thereto (the “Collateral”) to secure
the repayment of all amounts advanced to the Originators hereunder with accrued
interest thereon, and this Agreement shall be deemed to be a security
agreement.


ARTICLE VI



ADMINISTRATION AND COLLECTION OF RECEIVABLES


          SECTION 6.01    Designation and
Responsibilities of Collection
Agent.


                    (a)
The servicing, administration and collection of the Transferred Receivables
shall be conducted by such Person (the “Collection Agent”) so designated
hereunder from time to time.  Until the
Buyer or its designee gives notice to the Originator of the designation of a
new Collection Agent, United Rentals is hereby designated as, and hereby agrees
to perform the duties and obligations of, the Collection Agent pursuant to the
terms hereof.  Notwithstanding the
foregoing, as long as an interest in the Transferred Receivables is sold
pursuant to the Receivables Agreement, the servicing, administration and
collection of the Transferred Receivables will be arranged for and will be
subject to the terms and conditions of the Receivables Agreement and related
documents.  Upon the termination of the
Receivables Agreement, at a time when this Agreement shall continue to be in
full force and effect, the Buyer and the Originators shall incorporate, in all
substantial respects, the provisions of Article IV of the Receivables Agreement
or shall provide for other arrangements for the servicing, administration and
collection of the Transferred Receivables.


21






                    (b)
Each Originator shall deliver to the Collection Agent to hold in trust for the
Originator and the Buyer in accordance with their respective interests, all
documents, instruments and records (including, without limitation, computer
tapes or disks) which evidence or relate to Transferred Receivables.


          SECTION 6.02    Rights and
Remedies.


                    (a)
Each Originator will perform all of its obligations under the Contracts related
to the Transferred Receivables to the same extent as if the Originators had not
sold or contributed Receivables to the Buyer and the exercise by the Buyer of
its rights hereunder shall not release the Originators from any of their duties
and obligations with respect to the Transferred Receivables; provided that
nothing in this Section 6.02(a) shall create recourse to the Originators for
the collectibility of the Transferred Receivables.  The Buyer shall not have any obligation or liability with respect
to any Transferred Receivables or related Contracts, nor shall the Buyer be
obligated to perform any of the obligations of the Originators thereunder.


                    (b)
The Originators shall cooperate with the Collection Agent in collecting amounts
due from Obligors in respect of the Transferred Receivables.


                    (c)
Each Originator hereby grants to the Collection Agent an irrevocable power of
attorney, with full power of substitution, coupled with an interest, to take in
the name of the Originator all steps necessary or advisable to endorse,
negotiate or otherwise realize on any writing or other right of any kind held
or transmitted by the Originator or transmitted or received by Buyer (whether
or not from the Originator) in connection with any Transferred Receivable.


                    (d)
The Collection Agent will, and will require in its agreement with the
Originators that each Originator will, pay all sales, excise or other taxes
with respect to the Receivables to the applicable taxing authority when due,
and will, upon the request of the Administrative Agent, provide the
Administrative Agent with evidence of such payment.


          SECTION 6.03    Transfer of Records to
Buyer.


                    (a)
Each purchase and contribution of Receivables hereunder shall include the
transfer to the Buyer of all of the Originator’s right and title to and
interest in the records relating to such Receivables and shall include a
license to the use of the Originator’s computer software system to access and
create such records.  Such license shall
be without royalty or payment of any kind, is coupled with an interest, and
shall be irrevocable until all of the Transferred Receivables are either
collected in full or have been written off the books as uncollectible.


22






                    (b)
Each Originator shall take such action requested by the Buyer, from time to
time hereafter, that may be necessary or appropriate to ensure that the Buyer
has an enforceable ownership interest in the records relating to the Transferred
Receivables and rights (whether by ownership, license or sublicense) to the use
of the Originator’s computer software system to access and create such records.


                    (c)
In recognition of an Originator’s need to have access to the records
transferred to the Buyer hereunder, the Buyer hereby grants to United Rentals a
license to access such records in connection with any activity arising in the
ordinary course of the Originator’s business or in performance of United
Rentals’ duties as Collection Agent, provided that (i) United Rentals shall not
disrupt or otherwise interfere with the Buyer’s use of and access to such
records during such license period and (ii) each Originator consents to the
assignment and delivery of the records (including any information contained
therein relating to the Originator or its operations) to any assignees or
transferees of the Buyer provided they agree to hold such records
confidential.  Such license shall be
without royalty or payment of any kind, is coupled with an interest, and shall
be irrevocable until all of the Transferred Receivables are either collected in
full or have been written off the books as uncollectible.


ARTICLE VII



EVENTS OF TERMINATION


          SECTION 7.01    Events of
Termination.


          If
any of the following events (“Events of Termination”) shall occur and be
continuing:


                    (a)
The Collection Agent (if United Rentals or any of its Affiliates)
(i) shall fail to perform or observe any term, covenant or agreement under
this Agreement (other than as referred to in clause (ii) of this
paragraph (a)) and such failure shall remain unremedied for three Business
Days or (ii) shall fail to make when due any payment or deposit to be made by
it under this Agreement; or


                    (b)
An Originator shall fail to make any payment required under Section 2.05(a) or
2.05(b); or


                    (c)
Any representation or warranty made or deemed
made by any Originator or the Parent (or any of their respective officers)
pursuant to this Agreement or the Performance Undertaking Agreement or any
other Transaction Document or any information or report delivered by the
Originator pursuant to this Agreement or any other Transaction Document or the
Parent pursuant to the Performance Undertaking Agreement shall prove to have
been incorrect or untrue in any material respect when made or deemed made or
delivered; or


                    (d)
The Parent or the Originators shall fail to
perform or observe any other term, covenant or agreement contained in this
Agreement or in any other Transaction Document on its part to be performed or
observed and any such failure shall remain unremedied for ten days after
written notice thereof shall have been given to the Parent or the appropriate
Originator, as applicable by the Buyer; or


23






                    (e)
United Rentals or any of its Subsidiaries shall fail to pay its Debt and other
obligations, including liabilities in respect of Taxes, before the same shall
become delinquent or in default, except where (a)(i) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (ii)
United Rentals or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP, (iii) such contest effectively
suspends collection of the contested obligation and the enforcement of any Lien
securing such obligation and (iv) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse Effect
or (b) the aggregate uninsured and unpaid amount is less than $25,000,000 and
does not include Taxes or the failure to make payment could not reasonably be
expected to result in a Material Adverse Effect; or 


                    (f)
Any purchase or contribution of Receivables
hereunder, the Related Security and the Collections with respect thereto shall
for any reason cease to constitute valid ownership of such Receivables, Related
Security and Collections free and clear of any Adverse Claim other than the
security interest created pursuant to Section 5.02 hereof and any Permitted
Liens; or


                    (g)
Any Originator or the Parent shall generally
not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors or file a notice of intention to make a proposal to
some or all of its creditors; or any proceeding shall be instituted by or
against the Seller or the Parent seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property and, in the case of
any such proceeding instituted against it (but not instituted by it), either
such proceeding shall remain undismissed or unstayed for a period of 60 days,
or any of the actions sought in such proceeding (including, without limitation,
the entry of an order for relief against, or the appointment of a receiver,
trustee, custodian or other similar official for, it or for any substantial
part of its property) shall occur; or any Originator or the Parent shall take
any corporate action to authorize any of the actions set forth above in this
paragraph (g);


                    (h)
There shall have occurred any material adverse change in the business,
operations, property or financial condition of an Originator or the Parent
since the end of its most recent fiscal quarter; or there shall have occurred
any event which could reasonably be expected to materially adversely affect (as
determined by the Banks in their sole and absolute discretion) the
collectibility of the Transferred Receivables or the ability of an Originator
to collect Transferred Receivables or otherwise perform its obligations under
this Agreement; or


                    (i)
 The
Performance Undertaking Agreement shall cease to be in full force and effect or
the Parent shall fail to perform or observe any term, covenant or agreement
contained in the Performance Undertaking Agreement on its part to be performed
or observed and any such failure shall remain unremedied for ten days after
written notice thereof shall have been given by the Buyer (or the
Administrative Agent or any Purchaser Agent on behalf of the Buyer) to the
Parent; 

24








then, and in any such event, the Buyer may, by notice to the
Originators, declare the Facility Termination Date to have occurred (in which
case the Facility Termination Date shall be deemed to have occurred) provided,
that, automatically upon the occurrence of any event (without any requirement
for the passage of time or the giving of notice) described in paragraph (g) of
this Section 7.01, the Facility Termination Date shall occur.  Upon any such declaration or designation or
upon such automatic termination, the Buyer shall have, in addition to the rights
and remedies under this Agreement, all other rights and remedies with respect
to the Receivables provided after default under the UCC and under other
applicable law, which rights and remedies shall be cumulative.


ARTICLE VIII



INDEMNIFICATION


          SECTION 8.01    Indemnities by the
Originators.


          Without
limiting any other rights which the Buyer may have hereunder or under
applicable law, the Originators hereby, jointly and severally, agree to
indemnify the Buyer and its assigns and transferees (each, an “Indemnified
Party”) from and against any and all claims, damages, costs, expenses,
losses and liabilities (including reasonable attorneys’ fees) (all of the
foregoing being collectively referred to as “Indemnified Amounts”)
arising out of or resulting from this Agreement or the ownership of Transferred
Receivables or in respect of any Transferred Receivable or any Contract,
excluding, however, (a) Indemnified Amounts to the extent resulting from gross
negligence or willful misconduct on the part of such Indemnified Party, (b)
recourse for Receivables that are uncollectible solely due to the relevant
Obligor’s unwillingness or financial inability to pay or (c) any income taxes
or franchise taxes imposed on such Indemnified Party by the jurisdiction under
the laws of which such Indemnified Party is organized or any political
subdivision thereof, arising out of or as a result of this Agreement or the
ownership of Transferred Receivables or in respect of any Transferred
Receivable or any Contract.  Without
limiting or being limited by the foregoing (but subject to the aforementioned
exclusions), each Originators, jointly and severally, shall pay on demand to
each Indemnified Party any and all amounts necessary to indemnify such
Indemnified Party from and against any and all Indemnified Amounts relating to
or resulting from any of the following: 


                    (a)
any representation or warranty or statement made or deemed made by an
Originator (or any of its officers) under or in connection with this Agreement,
and the other Transaction Documents that shall have been incorrect in any
material respect when made;


                    (b)
the failure by an Originator to comply with any applicable law, rule or
regulation with respect to any Transferred Receivable or the related Contract;
or the failure of any Transferred Receivable or the related Contract to conform
to any such applicable law, rule or regulation;


                    (c)
the failure to vest in the Buyer absolute ownership of the Transferred
Receivables that are, or that purport to be, the subject of a purchase or
contribution under this Agreement and the Related Security and Collections in
respect thereof free and clear of any Adverse Claim;


25






                    (d)
the failure of an Originator to have filed, or any delay in filing, financing
statements or other similar instruments or documents under the UCC of any
applicable jurisdiction or other applicable laws with respect to any
Receivables that are, or that purport to be, the subject of a purchase or
contribution under this Agreement and the Related Security and Collections in
respect thereof, whether at the time of any purchase or contribution or at any
subsequent time;


                    (e)
without double counting for any Dilution for which a repurchase has been made
under Section 2.05 of this Agreement, any dispute, claim, offset or defense
(other than discharge in bankruptcy of the Obligor or any other credit related
losses) of the Obligor to the payment of any Transferred Receivable that is, or
that purports to be, the subject of a purchase or contribution under this
Agreement (including, without limitation, a defense based on such Transferred
Receivable or the related Contract not being a legal, valid and binding obligation
of such Obligor enforceable against it in accordance with its terms), or any
other claim resulting from the sale of goods or services related to such
Transferred Receivable or the furnishing or failure to furnish such goods or
services or relating to collection activities with respect to such Transferred
Receivable (to the extent such collection activities were performed by such
Originator or any of its Affiliates acting as Collection Agent);


                    (f)
any failure of such Originator to perform its duties or obligations in
accordance with the provisions hereof or to perform its duties or obligations
under any Contract related to a Transferred Receivable;


                    (g)
any products liability or other claim (including any claim for unpaid sales,
excise or other taxes) arising out of or in connection with goods or services
which are the subject of any Contract; 


                    (h)
the commingling of Collections of Transferred Receivables by an Originator or a
designee of an Originator, as Collection Agent or otherwise, at any time with
other funds of such Originator or an Affiliate of such Originator or the
failure of Collections to be deposited into the Controlled Account;


                    (i)
any investigation, litigation or proceeding related to this Agreement or the
ownership of Transferred Receivables, the Related Security, or Collections with
respect thereto or in respect of any Transferred Receivable, Related Security
or Contract;


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


                    (k)
any failure of an Originator to comply with its covenants contained in Section
5.01; or


26






                    (l)
any claim brought by any Person other than an Indemnified Party arising from
any activity by an Originator or any Affiliate of an Originator in servicing,
administering or collecting any Transferred Receivable.


ARTICLE IX



MISCELLANEOUS


          SECTION 9.01    Amendments,
Etc.


          No
amendment or waiver of any provision of this Agreement or consent to any
departure by the Originator therefrom shall be effective unless in a writing
signed by the Buyer and, in the case of any amendment, also signed by the
Originators; provided, that the Administrative Agent and the Purchaser
Agents shall have consented to such amendment or waiver.  Any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.  No failure on the part of the
Buyer to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of any
other right.


          SECTION 9.02    Notices,
Etc.


          All
notices, demands, consents, requests and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (which shall
include electronic transmission), shall be personally delivered, express
couriered, electronically transmitted (in which case receipt shall be confirmed
by telephone and a hard copy shall also be sent by regular mail) or mailed by
registered or certified mail and shall, unless otherwise expressly provided
herein, be effective when received at the address specified below for the
listed parties or at such other address as shall be specified in a written
notice furnished to the other parties hereunder.


          If
to the Originators:




	
 

	
 


	
 

	
UNITED
  RENTALS (NORTH AMERICA), INC.


	
 

	
5 Greenwich
  Office Park


	
 

	
Greenwich,
  CT 06830


	
 

	
Attention:  Treasurer or Assistant Treasurer


	
 

	
Tel. No.:
  (203) 618-7202


	
 

	
Facsimile
  No.: (203) 622-4325


	
 

	
 


	
 

	
UNITED
  RENTALS NORTHWEST, INC.


	
 

	
5 Greenwich
  Office Park


	
 

	
Greenwich,
  CT 06830


	
 

	
Attention:  Treasurer or Assistant Treasurer


	
 

	
Tel.
  No.:  (203) 618-7202


	
 

	
Facsimile
  No.:  (203) 622-4325






27






	
 

	
 


	
          If
  to the Buyer:


	 	 
	
 

	
UNITED
  RENTALS RECEIVABLES LLC II


	
 

	
5 Greenwich
  Office Park


	
 

	
Greenwich,
  CT 06830


	
 

	
Attention:  Treasurer or Assistant Treasurer


	
 

	
Tel.
  No.:  (203) 618-7202


	
 

	
Facsimile
  No.:  (203) 622-4325


	
 

	
 


	
          If
  to the Collection Agent:


	 	 
	
 

	
UNITED
  RENTALS, INC.


	
 

	
5 Greenwich
  Office Park


	
 

	
Greenwich,
  CT 06830


	
 

	
Attention:  Treasurer or Assistant Treasurer


	
 

	
Tel.
  No.:  (203) 618-7202


	
 

	
Facsimile
  No.:  (203) 622-4325





          SECTION 9.03    Binding Effect;
Assignability.


                    (a)
This Agreement shall be binding upon and inure to the benefit of the Originators,
the Buyer and the Buyer’s successors and assigns.  


                    (b)
This Agreement shall create and constitute the continuing obligations of the
parties hereto in accordance with its terms, and shall remain in full force and
effect until such time, after the Facility Termination Date, when all of the
Transferred Receivables are either collected in full or have been written off
the books of the Originators as uncollectible; provided, however,
that rights and remedies with respect to any breach of any representation and
warranty made by the Originators pursuant to Article IV and the provisions of
Article VIII and Sections 9.04, 9.05 and 9.06 shall be continuing and shall
survive any termination of this Agreement.


          SECTION 9.04    Costs, Expenses and
Taxes.


                    (a)
In addition to the rights of indemnification granted to the Buyer pursuant to
Article VIII hereof, each Originator, jointly and severally, agrees to pay
on demand all costs and expenses in connection with the preparation, execution
and delivery of this Agreement and the other documents and agreements to be
delivered hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Buyer with respect thereto and with
respect to advising the Buyer as to its rights and remedies under this
Agreement, and each Originator agrees to pay all costs and expenses, if any
(including reasonable counsel fees and expenses), in connection with the
enforcement of this Agreement and the other documents to be delivered hereunder
excluding, however, any costs of enforcement or collection of
Transferred Receivables.  


                    (b)
In addition, each Originator agrees to pay any and all stamp and other taxes
and fees payable in connection with the execution, delivery, filing and
recording of this Agreement or the other documents or agreements to be
delivered hereunder, and each Originator agrees to save each Indemnified Party
harmless from and against any liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes and fees.


28






          SECTION 9.05    No
Proceedings.


          Each
Originator hereby agrees that it will not institute against the Buyer any
proceeding of the type referred to in Section 7.01(g) so long as there
shall not have elapsed one year plus one day since the later of (i) the
Facility Termination Date and (ii) the date on which all of the
Transferred Receivables are either collected in full or have been written off
the books of the Originators as uncollectible.


          SECTION    9.06
Confidentiality.


          Each
of the parties agrees to maintain the confidentiality of this Agreement and
other Transaction Documents (and all drafts thereof); provided that this
Agreement may be disclosed to (a) each of the parties officers, directors,
employees, outside auditors and Affiliates who agree to hold such information
confidential and then only in connection with the proposed transaction, (b)
third parties who agree in writing to hold such information confidential, (c)
any other commercial paper conduit administered by Calyon or Scotia Capital,
(d) any current or prospective participant in the commercial paper issuance
program of the Purchasers or any other commercial paper conduit administered by
Calyon or Scotia Capital including but not limited to representatives of Rating
Agencies, liquidity providers, commercial paper placement agents and commercial
paper dealers and provided further that this Agreement may be disclosed if
required by applicable law, regulations or legal process, or the listing or
quotation requirements of any exchange or quotation system on which securities
of it or its parent or other Affiliates may be listed or quoted.   Officers, directors, employees and agents
of Calyon and Scotia Capital shall at all times have the right to share
information received from United Rentals and its affiliates to appropriate
parties in connection with the proposed transaction on a confidential basis.


          SECTION 9.07    GOVERNING
LAW.


          THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW WHICH SHALL APPLY HERETO), EXCEPT TO THE EXTENT THAT THE
PERFECTION OF THE BUYER’S OWNERSHIP OF OR SECURITY INTEREST IN THE TRANSFERRED
RECEIVABLES OR REMEDIES HEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS
OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.


          SECTION 9.08    SUBMISSION TO
JURISDICTION.


          ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN
SUCH JURISDICTION WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED
HERETO.  EACH OF THE PARTIES HERETO
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.


29






          SECTION 9.09    WAIVER OF JURY
TRIAL.


          EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PURCHASES OR THE
ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT THEREOF.


          SECTION 9.10    Third Party
Beneficiary.


          Each
of the parties hereto hereby acknowledges that the Buyer intends to assign
rights under this Agreement pursuant to the Receivables Agreement and that such
assignees may (except as otherwise agreed to by such assignees) further assign
their rights under this Agreement, and the Originators hereby consent to any
such assignments.  All such assignees,
including parties to the Receivables Agreement in the case of assignment to
such parties, shall be third party beneficiaries of, and shall be entitled to
enforce the Buyer’s rights and remedies under, this Agreement to the same
extent as if they were parties hereto, except to the extent specifically
limited under the terms of their assignment.


          SECTION 9.11    Execution in
Counterparts.


          This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this
Agreement by facsimile shall be effective as delivery of a manually executed
counterpart of this Agreement.


          SECTION 9.12    Survival of
Termination.


          The
provisions of Article VIII and Sections 9.04, 9.05 and 9.06 shall survive any
termination of this Agreement.


30






          SECTION 9.13   
Severability.


          Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.


31






          IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.


	
 

	
 

	
 


	
ORIGINATORS:

	
UNITED
  RENTALS (NORTH AMERICA), INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris 


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris 


	
 

	
 

	
Title: Vice
  President and Treasurer


	
 

	
 

	
 


	
 

	
UNITED
  RENTALS NORTHWEST, INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris 


	
 

	
 

	



	
 

	
 

	
Name: Irene
  Moshouris 


	
 

	
 

	
Title: Vice
  President and Treasurer


	
 

	
 

	
 


	
BUYER:

	
UNITED
  RENTALS RECEIVABLES LLC II


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris 


	
 

	
 

	



	
 

	
 

	
Name: Irene
  Moshouris


	
 

	
 

	
Title: Vice
  President and Treasurer










	
 

	
 

	
 


	
COLLECTION
  AGENT:

	
UNITED
  RENTALS, INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris 


	
 

	
 

	



	
 

	
 

	
Name: Irene
  Moshouris


	
 

	
 

	
Title: Vice
  President and Treasurer