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. $1,000,000,000 principal amount of its 6½% Senior Notes due 2012 (“Notes”). The Notes will be unconditionally guaranteed (each, a “Guaranty”) on a senior basis by United Rentals, Inc., a Delaware corporation and parent of the Company (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). The Notes will also be guaranteed by each subsequently organized domestic subsidiary of the Company that becomes a guarantor pursuant to the Indenture (as hereinafter defined). The Notes will be issued under an indenture dated as of February 17, 2004 (the “Indenture”), among the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”). The Notes and the Guaranties are together referred to as the “Offered Securities”. The United States Securities Act of 1933 is herein referred to as the “Securities Act”. Concurrently with the consummation of the issue and sale of the Offered Securities (the “Offering”), the Company will enter into an amended and restated credit agreement (the “Amendment and Restatement”) dated as of April 20, 2001 (as amended, the “Amended and Restated Credit Agreement”) among Holdings, the Company, certain of the Company’s Canadian subsidiaries, the lenders party thereto, JPMorgan Chase Bank, as U.S. Administrative Agent, JPMorgan Chase, Toronto Branch, as Canadian Administrative Agent, and Bank of America, N.A., as Collateral Agent. The Company will use the proceeds of the Notes to purchase in the tender offer, pursuant to the offer to purchase, dated January 16, 2004, (the “Tender Offer”) up to $860,000,000 principal amount of its 10¾% Senior Notes due 2008 issued by the Company under two indentures dated April 20, 2001 and December 24, 2002 (the “10¾% Notes”). Prior to the consummation of the issue and sale of the Offered Securities, the Company will issue and sell (the “Senior Subordinated Notes Offering”) up to $375,000,000 aggregate principal amount of senior subordinated notes. The Company will use the proceeds of the Senior Subordinated Notes Offering to redeem (the “9¼% Redemption”) $300,000,000 principal amount of 9¼% Senior Subordinated Notes due 2009 issued by the Company in May 1998 (the “9¼% Notes”), at the redemption price set forth in the indenture for 9¼% Notes and otherwise in accordance in all respects with such indenture. In addition, following consummation of the issue and sale of the Offered Securities the Company plans to use the remaining proceeds from the Senior Subordinated Notes Offering together with funds available under the Amended and Restated Credit Agreement to redeem (the “9% Redemption”, and together with the 9¼% Redemption, the “Redemption”), during the first redemption period, $250,000,000 principal amount of 9% Senior Subordinated Notes due 2009 (the “9% Notes”) issued by the Company in March 1999. The Amendment and Restatement, the Tender Offer and the Redemption are collectively referred to herein as the “Transactions.” The obligation of the Company to sell to the several Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents (the “Consents”) from the lenders required to effect the Amendment and Restatement. This Agreement, the Registration Rights Agreement (as hereinafter defined), the Indenture, the Notes and the Guaranties are referred to herein as the “Operative Documents”. Holders (including subsequent transferees) of the Offered Securities will be entitled to the benefit of a Registration Rights Agreement dated the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Purchasers, pursuant to which the Company and the Guarantors will be obligated to file with the Securities and Exchange Commission (the “Commission”) (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act registering an issue of senior notes of the Company guaranteed by the Guarantors (the “Exchange Securities”), which shall be identical in all material respects to the Offered Securities (except that the Exchange Securities will not contain terms with respect to registration rights or transfer restrictions) to be offered in exchange for the Offered Securities (the “Registered Exchange Offer”) and (ii) under certain circumstances specified in the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 under the Securities Act. The Company and the Guarantors jointly and severally agree with the several Purchasers as follows:
