Exhibit 10(a)





$200,000,000



UNITED RENTALS (NORTH AMERICA), INC.



103/4% Senior Notes Due 2008



PURCHASE AGREEMENT



April 4, 2003



CREDIT SUISSE FIRST BOSTON LLC

BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

LEHMAN
BROTHERS INC.

UBS WARBURG LLC



|c/o |  | CREDIT SUISSE FIRST BOSTON LLC
|--- |  | ------------------------------

| |  | Eleven Madison Avenue,  New York, N.Y. 10010-3629
| |  | -------------------------------------------------



Dear Sirs:



1.Introductory.  United Rentals (North America), Inc., a Delaware corporation (the
Company), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the Purchasers) U.S.$200,000,000 principal amount of its
103/4% Senior Notes Due 2008 (Offered Securities). The Offered Securities will be
unconditionally guaranteed (each, a Guaranty) on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the Company (Holdings), and each of the Companys subsidiaries listed
on Schedule B hereto (the Subsidiary Guarantors and, together with Holdings, the Guarantors). The Offered Securities will also be guaranteed by each subsequently organized domestic subsidiary of the Company that
becomes a guarantor pursuant to the Indenture (as hereinafter defined). The Offered Securities will be issued as additional securities under the indenture dated as of April 20, 2001 (the Indenture), among the Company, the
Guarantors and The Bank of New York, as trustee (the Trustee). The Offered Securities and the Guaranties are together referred to as the Offered Securities. The United States Securities Act of 1933 is herein
referred to as the Securities Act.



This Agreement, the Registration Rights Agreement (as hereinafter defined), the Indenture and the Guaranties are referred to herein as theOperative Documents.



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



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



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



(a)  A final offering circular
relating to the Offered Securities, dated April 4, 2003 (the Final Offering Circular), has been prepared by the Company, and as supplemented as of the date of this Agreement, together with any exhibit thereto, any documents
incorporated therein by reference or any other document approved by the Company for use in connection with the contemplated resale of the Offered Securities, is hereinafter referred to as the Offering Document. The Offering
Document as of its date does not, and as of the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston LLC (the
Representative) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this
Agreement, the Companys Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the Exchange Act Reports) which have been filed by the Company with the Commission or sent
to stockholders pursuant to the Securities Exchange Act of 1934 (the Exchange Act) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission
thereunder.



(b)  The
Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering
Document; and the Company is duly qualified to do business as a foreign



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corporation
in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure so to qualify or to be in good standing would not result in a Material
Adverse Effect (as hereinafter defined).



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



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



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



(f)  All of the issued and outstanding capital stock of the Company and each
subsidiary of the Company that is a corporation has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of the Company and each such subsidiary owned by the Company, directly or indirectly, will be
owned, as of the Closing Date, free from liens, encumbrances and defects, except liens and encumbrances arising under or not prohibited by the credit agreement dated as of April 20, 2001, as amended (the Credit Agreement).



(g)  All of the outstanding
partnership interests of each subsidiary of the Company that is a limited partnership have been issued in accordance with the applicable limited partnership law; and the partnership interests of each such subsidiary owned by the Company, directly or
indirectly, will be owned, as of the Closing Date, free from liens,



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encumbrances
and defects, except liens and encumbrances arising under or not prohibited by the Credit Agreement.



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



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



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



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



(l)  The execution, delivery and performance of each of the Operative Documents, and the issuance and sale of
the Offered Securities and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any
governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or
by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary. The Company has full power and authority to
authorize, issue



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and sell the
Offered Securities, and each Guarantor has full power and authority to authorize and deliver the Guaranties, as contemplated by this Agreement.



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



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



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



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



(q)  The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks,
trade names and other rights to inventions, know-how,



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patents,
copyrights, confidential information and other intellectual property (collectively, intellectual property rights) necessary to conduct the business now operated by them, or presently employed by them (except where the lack thereof
would not have a Material Adverse Effect), and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a Material Adverse Effect.



(r)  Except as disclosed in the Offering Document, neither the Company nor any of its subsidiaries is in
violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or
restoration of the environment or human exposure to hazardous or toxic substances (collectively, environmental laws), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is
liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a
Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.



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



(t)  Except as disclosed in the Offering Document, there are no pending actions, suits or proceedings against or
affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially
and adversely affect the ability of the Company to perform its obligations under any Operative Document or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are, to the
Companys knowledge, threatened or contemplated.



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



(v)  The historical financial statements, together with related schedules and notes forming part of the Offering
Document (and any amendment or supplement thereto), present fairly the consolidated financial position, results of operations and changes in



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financial
position of the Company and its subsidiaries on the basis stated in the Offering Document at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance
with generally accepted accounting principles in the United States consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the Offering Document
(and any amendment or supplement thereto) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company.



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



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



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



(z)  Subject to compliance by the Purchasers with their covenants hereunder and
assuming the accuracy of the Purchasers representations and warranties, the offer and sale of the Offered Securities by the Company to the several Purchasers in the manner contemplated by this Agreement and the Offering Document will be exempt
from the registration requirements of the Securities Act by reason of Section 4(2) thereof and Regulation S thereunder (Regulation S); and the Indenture has been qualified under the United States Trust Indenture Act of 1939,
as amended (the Trust Indenture Act).



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



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respect to
any such securities sold in reliance on Rule 903 of Regulation S, by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S. The Company, the Guarantors, their affiliates and any person acting on any of their behalf
(other than the Purchasers) have complied and will comply with the offering restrictions requirement of Regulation S. None of the Company or the Guarantors has entered or will enter into any contractual arrangement with respect to the distribution
of the Offered Securities except for this Agreement. The Company issued $210,000,000 principal amount of 103/4%
Senior Notes due April 15, 2008 under an Indenture dated as of December 24, 2002, the terms of which are substantially similar to the terms of the Offered Securities.



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



(cc)  There are no
contracts, agreements or understandings between the Company or any Guarantor and any person granting such person the right to require the Company or such Guarantor to file a registration statement under the Securities Act with respect to any
securities of the Company or such Guarantor or to require the Company or such Guarantor to include such securities with the Offered Securities registered pursuant to any Registration Statement, except for (i) the Registration Rights Agreement dated
September 29, 1998, among the Company, Richard D. Colburn and certain other persons that were affiliates of U.S. Rentals, Inc., that was entered into in connection with the Companys merger with U.S. Rentals as described in the Companys
proxy statement relating to such transaction, (ii) the Amended and Restated Registration Rights Agreement dated as of September 30, 1999, among Holdings, Bradley S. Jacobs, Apollo Investment Fund IV, L.P., and Apollo Overseas Partners IV, L.P.,
(iii) the Registration Rights Agreement dated as of September 30, 1999, among Holdings, Bradley S. Jacobs and Chase Equity Associates, L.P., (iv) the Registration Rights Agreement dated December 24, 2002, among the Company and the initial purchasers
listed therein, and (v) other agreements pursuant to which Holdings has already filed a registration statement covering all the shares entitled to registration thereunder.



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



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



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



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



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



The Company acknowledges that the Purchasers and, for purposes of the opinions to be delivered to the Purchasers pursuant to Section 6 hereof, counsel to the Company and the Guarantors and counsel to
the Purchasers will rely upon the accuracy and truth of the foregoing representations and hereby consents to such reliance.



3.Purchase, Sale and Delivery of Offered Securities.  On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchasers, and the Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase
price of 101.50% of the principal amount thereof plus accrued interest from April 9, 2003 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in
Schedule A hereto.



The Company will deliver
against payment of the purchase price the Offered Securities in the form of one or more permanent Global Securities in definitive form (the Global Securities) deposited with the Trustee as custodian for The Depository Trust
Company (DTC) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the
Offering Document. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative on April 9, 2003, or at such other time not later than seven
full business days thereafter as the Representative and the Company determine, such time being herein referred to as the Closing Date, against delivery to the Trustee as custodian for DTC of the Global Securities representing all
of the Offered Securities at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of
Cravath, Swaine & Moore LLP at least 24 hours prior to the Closing Date.



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



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





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



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



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



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



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



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



(e)  Each Purchaser severally represents and agrees that (i) it has not offered or sold, and prior to the expiry of a period six months from the Closing Date will not offer or sell, any
Offered Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the
issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the Company or any of the Guarantors; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.



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



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



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



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



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



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



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





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time, such
other public information concerning the Company as the Representative may reasonably request.



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



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



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



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



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



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



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



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



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



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





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



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



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



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



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



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



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



(ii)  they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing





15



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Standards No.
71, Interim Financial Information, on the unaudited financial statements included in the Offering Document and in the Exchange Act Reports;



(iii)  on the basis of the review referred to in clause (ii) above, a reading of the latest available interim
financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that:



(A)  the unaudited financial
statements included in the Offering Document or in the Exchange Act Reports do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published Rules and Regulations or any
material modifications should be made to such unaudited financial statements for them to be in conformity with generally accepted accounting principles;



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



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



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



(iv)  they have
compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Offering Document (in each case to





16



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



(b)  Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change,
or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of a majority in
interest of the Purchasers, including the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with completion of the Offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the
rating of any debt securities of the Company by any nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under
surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation
of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv)
any banking moratorium declared by U.S. Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or
international calamity or emergency if, in the judgment of a majority in interest of the Purchasers, including the Representative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the Offering or sale of and payment for the Offered Securities.



(c)  There shall exist at and as of the Closing Date (after giving effect to the transactions contemplated by
this Agreement) no condition that would constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under the Credit Agreement.



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





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Gotshal &
Manges LLP, counsel for the Company and the Guarantors, to the effect set forth in Annex II and Annex III hereto.



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



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



(g)  The Purchasers shall have
received a counterpart of the Registration Rights Agreement that shall have been executed by a duly authorized officer of the Company and each of the Guarantors.



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



7.Indemnification and
Contribution.    (a) The Company and each Guarantor will indemnify and hold harmless each Purchaser, its partners, directors and officers and each person, if any, who controls such Purchaser within the meaning of Section 15
of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement



18



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of any material fact
contained in the Offering Document, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, including any losses, claims, damages or liabilities arising out of or based upon the Companys failure to perform its obligations under Section 5(a) of this Agreement, and, subject to
Section 7(c) of this Agreement, will reimburse each Purchaser for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or
omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through the Representative specifically for use therein, it being understood and agreed
that the only such information consists of the information described as such in subsection (b) below.



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



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



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



20



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reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or the Purchasers and the
parties relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the discounts and commissions such Purchaser received
in connection with the purchase of the Offered Securities exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The
Purchasers obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.



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



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



9.Survival of Certain Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of the



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



10.Notices.  All communications hereunder will be in writing and, if sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to the Purchasers, c/o Credit Suisse First
Boston LLC, Eleven Madison Avenue, New York, NY 10010-3629, Attention: Transactions Advisory Group, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Five Greenwich Office Park, Greenwich, CT 06830,
Attention: Chief Financial Officer; provided, however, that any notice to a Purchaser pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to such Purchaser.



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



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



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



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



The Company hereby submits to the
non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or



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proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.



23



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





Very truly yours,UNITED RENTALS (NORTH AMERICA),
INC.,ByName:Title:




THE GUARANTORS LISTED ON
SCHEDULE B HERETO,ByName:Title:




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The foregoing Purchase
Agreement is hereby

confirmed and accepted as of the date first above written.





CREDIT SUISSE
FIRST BOSTON LLC

BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

LEHMAN BROTHERS INC.

UBS WARBURG LLC,





BY CREDIT SUISSE FIRST BOSTON LLC

|  
|--
|By
|  



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SCHEDULE A





|Purchasers                     |  | Principal Amount
|------------------------------ |  | ----------------
|Credit Suisse First Boston LLC |  | $120,000,000    
|Banc of America Securities LLC |  | $  20,000,000   
|Deutsche Bank Securities Inc.  |  | $  20,000,000   
|Lehman Brothers Inc.           |  | $  20,000,000   
|UBS Warburg LLC                |  | $  20,000,000   
|                               |  |                 
|Total:                         |  | $200,000,000    



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SCHEDULE B





|Guarantor                                            |  | Place of Formation
|---------------------------------------------------- |  | ------------------
|United Rentals, Inc.                                 |  | Delaware          
|United Rentals (Delaware), Inc.                      |  | Delaware          
|United Rentals Gulf, Inc.                            |  | Delaware          
|United Equipment Rentals Gulf, L.P.                  |  | Texas             
|United Rentals Highway Technologies, Inc.            |  | Massachusetts     
|United Rentals Highway Technologies Gulf, Inc.       |  | Delaware          
|United Rentals Highway Technologies, L.P.            |  | Texas             
|United Rentals Highway Technologies of Florida, Inc. |  | Florida           
|United Rentals Northwest, Inc.                       |  | Oregon            
|United Rentals Southeast Holding LLC                 |  | Georgia           
|United Rentals Southeast, Inc.                       |  | Delaware          
|United Rentals Southeast, L.P.                       |  | Georgia           
|Wynne Systems, Inc.                                  |  | California        



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ANNEX I





FORM OF OPINION OF EHRENREICH EILENBERG & KRAUSE LLP

TO BE DELIVERED
PURSUANT TO SECTION 6(d)





As to various questions of fact material to our opinion, we have relied upon the certificates of officers and upon
certificates of public officials. We have also examined such corporate documents and records and other certificates, and have made such investigations of law, as we have deemed necessary in order to render the opinion hereinafter set forth. We have
assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. We have also assumed
that all documents examined by us have been duly and validly authorized, executed and delivered by each of the parties thereto other than the Company or any Significant Subsidiary (as defined below).



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

Based upon and subject to the foregoing, we render the following
opinion:



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



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



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



(4)  The
authorized capital stock of the Company consists of 3,000 shares of Common Stock, par value $0.01 per share (the Common Stock). As of the date hereof, there were 1,000 shares of Common Stock outstanding. The shares of issued and
outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none





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of the
outstanding shares of capital stock of the Company was issued in violation of any preemptive or other similar rights of any security holder of the Company arising by statute or the Companys certificate of incorporation or by-laws or, to the
best of our knowledge (after due inquiry), any other preemptive or other similar rights of any security holder of the Company. All of the outstanding capital stock of the Company is owned by United Rentals, Inc., to the best of our knowledge (after
due inquiry) free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (except for any of the foregoing arising under or not prohibited by the Credit Agreement).



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



(6)  Each Corporate Significant
Entity has been duly incorporated and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Document. Except as otherwise disclosed in the Offering Document, all of the
issued and outstanding capital stock of each Corporate Significant Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable and, to the best of our knowledge, is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (except for any of the foregoing arising under or not prohibited by the Credit Agreement). None of the outstanding shares of capital stock of
any Corporate Significant Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Corporate Significant Subsidiary arising pursuant to statute or such subsidiarys certificate of incorporation or
by-laws or, to the best of our knowledge, any other preemptive or other similar rights of any security holder of such Corporate Significant Subsidiary.



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





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lien,
encumbrance, claim or equity (except for any of the foregoing arising under or not prohibited by the Credit Agreement).



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



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



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



(11)  The documents that are
incorporated by reference in the Offering Document (other than any financial statements and supporting schedules therein, as to which no opinion is rendered), when they were filed with the Commission, complied as to form in all material respects
with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.



(12)  To the best of our knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or
investigation, to which the Holdings or any subsidiary thereof is a party, or to which the property or assets of Holdings, the Company or any subsidiary thereof is subject, before or brought by any court or governmental agency or body, domestic or
foreign, which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in the Purchase Agreement or the
performance by the Company of its obligations thereunder or the transactions contemplated by the Offering Document;



(13)  The information in the Offering Document under Business-Environmental Regulation, to the
extent that it constitutes summaries of matters of law, has been reviewed by us and is correct in all material respects. Additionally, the information in the Offering Document in





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the first
sentence of the third paragraph under the caption Description of NotesExchange Offer; Registration Rights is correct in all material respects. We have drawn your attention to the fact that (i) the interpretations of the Commission
described in such sentence are contained solely in no-action letters issued by the Commission to various third parties, (ii) the Company has not requested a no-action letter from the Commission relating to the transactions contemplated by the
Offering Document and (iii) the Commission is not precluded from changing the interpretations set forth in such no-action letters or from not following such interpretations with respect to the transactions contemplated by the Offering Document.



(14)  To the best of
our knowledge, none of Holdings, the Company, or any subsidiary thereof is in violation of its respective charter or by-laws, nor is Holdings, the Company or any subsidiary thereof in default in the due performance or observance of, or is in
violation of, any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Offering Document which
violations or defaults are required to be described in the Offering Document and are not so described or would, individually or in the aggregate, have a Material Adverse Effect or affect the validity of the Offered Securities or the Guarantees.



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



(16)  Assuming (a) the
accuracy of the representations and warranties of the Purchasers contained in Section 4 of the Purchase Agreement and (b) compliance by the Purchasers with their covenants and agreements set forth in the Purchase Agreement, it is not necessary in
connection with the offer, sale and delivery of the Offered Securities to the Purchasers pursuant to the Purchase Agreement or the initial resales of the Offered Securities by the Purchasers in the manner contemplated by and in accordance with the





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Purchase
Agreement to register the Offered Securities under the Securities Act. We express no opinion as to any subsequent resale of the Offered Securities. The Indenture has been duly qualified under the Trust Indenture Act.

(17)  The execution, delivery and performance of the Purchase Agreement, the letter agreement with DTC relating
to the Notes, the Indenture, the Registration Rights Agreement, the Offered Securities, the Exchange Securities, the Guarantees and the consummation of the transactions contemplated in the Purchase Agreement and in the Offering Document and
compliance by the Company and each Guarantor, as applicable, with its obligations under the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Offered Securities, the Exchange Securities and the Guarantees, (A) to our
knowledge, do not and will not (subject to the next sentence), whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or prepayment event under or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of Holdings, the Company or any subsidiary thereof is a party or by which it or any of them may be bound, or to which any of the property or assets of Holdings, the Company or
any subsidiary thereof is a party or by which it or any of them may be bound, or to which any of the property or assets of Holdings, the Company or any subsidiary thereof is subject (except for such conflicts, breaches or defaults, prepayment events
or liens, charges or encumbrances that would not have a Material Adverse Effect), (B) result in any violation of the provisions of the charter or by-laws of Holdings, the Company or any subsidiary, or (C) to the best of our knowledge (after due
inquiry), result in any violation by Holdings, the Company or any subsidiary thereof of the provisions of any applicable law, statute, rule or regulation of the United States of America or included in the Delaware General Corporate Law or Delaware
Revised Uniform Limited Partnership Act (except we express no opinion as to blue sky laws), judgment, order, writ or decree, known to us, of any government, government instrumentality or court, domestic or foreign, having jurisdiction
over Holdings, the Company or any subsidiary thereof or any of their respective properties, assets or operations. No opinion is rendered pursuant to clause (A) of the preceding sentence with respect to any of the following agreements (collectively,
the Excluded Agreements): (i) any agreement relating to any indebtedness or proposed indebtedness described in the Offering Document under Information Concerning Certain Indebtedness, Other Obligations and Preferred
Securities or in the Companys Report on Form 10-K for the year ended December 31, 2002 under Managements Discussion and Analysis of Financial Condition and Results of OperationsCertain Information Concerning the Credit
Facility and Other Indebtedness (excluding the indebtedness described in the paragraph that begins Other Debt), (ii) Master Lease Agreement, dated as of December 17, 1999, between United Rentals (North America), Inc. and UR (NA)
1999 Trust, as amended by the amendment thereto dated as of December 27, 2000, and (iii) Master Lease





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Agreement,
dated as of June 30, 2000, between United Rentals (North America), Inc. and UR (NA) 2000 Trust, as amended by the amendment thereto dated as of December 27, 2000.



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



In addition, we have participated in conferences with officers and representatives of the Company, counsel to
the Purchasers, representatives of the independent accountants for the Company and the Purchasers in connection with the preparation of the Offering Document and in conferences at which the contents of the Offering Document and related matters were
discussed. Although we have not undertaken, except as otherwise indicated in this opinion, to investigate or verify independently, and do not assume responsibility for, the accuracy, completeness or fairness of the statements contained in the
Offering Document, except for those referred to in paragraph 13 above, we confirm to you that nothing that came to our attention that leads us to believe that (i) the Offering Document (except for financial statements and schedules and other
financial data included or incorporated by reference therein, as to which we make no statement), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements
therein not misleading or that the Offering Document (except for financial statements and schedules and other financial data included or incorporated by reference therein, as to which we make no statement), at the time the Offering Document was
issued or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading or (ii) that there are any franchise agreements, indentures, mortgages, loan agreements, notes, leases or other contracts or instruments required to be described or referred to in the Offering Document that are not described or
referred to in the Offering Document or that any descriptions of or references to any of the foregoing are not correct in all material respects (except that we express no view with respect to the descriptions of the Offered Securities, the
information under Certain United States Federal Income Tax Considerations and under Notice to Canadian Residents, the Indenture or the Excluded Agreements).



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



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



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



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ANNEX II





FORM OF OPINION OF WEIL GOTSHAL & MANGES LLP

TO BE DELIVERED PURSUANT TO
SECTION 6(d)





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



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



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



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



(5)  The execution, delivery and performance of the Indenture by the Company have been duly authorized by all necessary corporate action on the part of the Company. The Indenture has been duly and validly executed and
delivered by the Company. Assuming the due authorization, execution and delivery of the Indenture by each Guarantor and assuming the due authorization, execution and delivery thereof by the



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Trustee, the
Indenture constitutes the legal, valid and binding obligation of the Company and each such Guarantor, enforceable against the Company and each such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and
fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except to the extent that the provision relating to the waiver of any usury, stay or extension law may be deemed unenforceable.



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



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



(8)  The statements contained in the Offering Document under the captions Offering Circular SummaryThe Offering, Description of the Notes and Information Concerning Certain Indebtedness,
Other Obligations and Preferred Securities, insofar as such statements constitute summaries of (a) the Indenture, (b) the Offered Securities, (c) the Guarantees, (d) the Registration Rights Agreement, (e) the Credit Agreement, (f) the
Indenture, dated as of May 22, 1998, among the Company, its United States subsidiaries party thereto, and State Street Bank and Trust Company (State Street) relating to the Companys 91⁄2% senior subordinated notes due 2008 (the
91⁄2% Indenture), (g) the Indenture, dated as of August 12, 1998, among the Company, its United States subsidiaries party thereto, and State Street relating to the Companys



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8.80% senior
subordinated notes due 2008 (the 8.80% Indenture), (h) the Indenture, dated as of December 15, 1998, among the Company, its United States subsidiaries party thereto, and State Street relating to the Companys 91⁄4% senior
subordinated notes due 2009 (the 91⁄4% Indenture), (i) the Indenture, dated as of March 23, 1999, among the Company, its United States subsidiaries party thereto, and The Bank of New York, as trustee, relating to the Companys 9%
senior subordinated notes due 2009 (the 9% Indenture), (j) the Indenture, dated as of December 24, 2002, among Holdings, the Company, its United States subsidiaries party thereto, and The Bank of New York, as trustee, relating to the
Companys 103⁄4% senior notes due 2008 (the 2002 103⁄4% Indenture) or (k) matters of federal or New York or Delaware corporate law, fairly represent the information called for with respect to such legal matters, documents and
proceedings and fairly summarize the matters referred to therein in all material respects. We draw your attention to the fact that (i) the interpretations of the Commission described in the first sentence of the third paragraph under the caption
Description of the NotesExchange Offer; Registration Rights in the Offering Document are contained solely in no-action letters issued by the Commission to various third parties, (ii) the Company has not requested a no-action letter
from the Commission relating to the transactions contemplated by the Offering Document and (iii) the Commission is not precluded from changing the interpretations set forth in such no-action letters or from not following such interpretations with
respect to the transactions contemplated by the Offering Document.



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



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



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



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



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Guarantees,
the consummation of the transactions contemplated thereby and compliance by the Company and the Guarantors with the provisions thereof, do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or
constitute a breach of, or a default or prepayment event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary thereof pursuant to the Financing Documents (as
defined below) or any agreement or instrument of which we are aware which was entered into or executed by the Company or any such subsidiary as required under or contemplated by any of the Financing Documents, except for such conflicts, breaches,
defaults, prepayment events, liens, charges or encumbrances that would not reasonably be expected to have a Material Adverse Effect. As used above, the term Financing Documents means, collectively: (a) the Credit Agreement, (b) the
91⁄2% Indenture, (c) the 8.80% Indenture, (d) the 91⁄4% Indenture, (e) the 9% Indenture, (f) the Master Lease Agreement, dated as of December 17, 1999, between United Rentals (North America), Inc. and UR (NA) 1999 Trust, as amended by the
amendments thereto dated as of December 27, 2000, (g) the Master Lease Agreement dated as of June 30, 2000, between United Rentals (North America), Inc. and UR (NA) 2000 Trust, as amended by the amendment thereto dated as of December 27, 2000, and
(h) the 2002 103⁄4% Indenture.



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





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ANNEX III





FORM OF NEGATIVE ASSURANCE STATEMENT OF WEIL GOTSHAL & MANGES LLP

TO BE
DELIVERED PURSUANT TO SECTION 6(d)





The purpose of our professional engagement was not to establish or confirm factual matters, and many determinations
involved in the preparation of the Offering Document are of a non-legal character. In addition, we have not undertaken any obligation to verify independently any of the factual matters set forth in the Offering Document or in the documents
incorporated by reference therein (the Incorporated Documents). Consequently, in this letter we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained or
incorporated by reference in the Offering Document, except to the extent provided in paragraph 8 of our opinion to you dated the date hereof. Also, we do not make any statement herein with respect to any of the financial statements and related notes
thereto, the financial statement schedules or the financial or accounting data contained or incorporated by reference in the Offering Document.



We have participated in conferences with representatives of the Company, its independent public accountants, you and your
counsel, at which conferences the contents of the Offering Document, the Incorporated Documents and related matters were discussed. In the course of performing the services referred to above, no facts have come to our attention which cause us to
believe that the Offering Document as of its date, or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.



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