United Rentals Inc /De - Amended tender offer statement by Issuer (SC TO-I/A)
July 17 2008 - 11:28AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
(Amendment No. 4)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
United Rentals, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, par value $0.01 per share
(Titles of Class of Securities)
911363 10 9
(CUSIP Number of Class of Securities)
Roger E. Schwed, Esq.
Executive Vice President and General Counsel
Five Greenwich Office Park
Greenwich, CT 06831
Phone: (203) 622-3131
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Persons)
With a copy to:
Gary Horowitz, Esq.
Eric Swedenburg, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$679,000,000.00
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$26,684.70
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*
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Estimated for purposes of calculating the filing fee only. This calculation assumes the
purchase of a total of 27,160,000 shares of outstanding common stock, par value of $0.01 per
share, of United Rentals, Inc., together with the associated preferred share purchase rights,
at the maximum tender offer price of $25.00 per share.
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**
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The amount of the filing fee equals $39.30 per million (0.00393%) of the transaction value
and is estimated in accordance with Section 14(g)(3) and Rule 0-11 under the Securities
Exchange Act of 1934, as amended.
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þ
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: 26,684.70
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Filing Party: United Rentals, Inc.
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Form or Registration No.: Schedule TO
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Date Filed: June 17, 2008
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o
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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o
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third-party tender offer subject to Rule 14d-1.
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þ
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issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to Rule 13e-3.
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o
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
o
INTRODUCTION
This
Amendment No. 4 (this Amendment) amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission (SEC) on June 17, 2008
by United Rentals, Inc., a Delaware corporation (United Rentals or the
Company), as amended by Amendment No. 1 to
Schedule TO filed with the SEC on July 1, 2008, Amendment
No. 2 to Schedule TO filed with the SEC on July 11, 2008
and Amendment No. 3 to Schedule TO filed with the SEC on
July 15, 2008 (collectively, the Schedule TO). The
Schedule TO relates to the offer by the Company to purchase for cash up to 27,160,000 shares of its
common stock, par value $0.01 per share (the Common Stock), including the associated preferred
share purchase rights, at a price not greater than $25.00 nor less than $22.00 per share, net to
the seller in cash, less any applicable withholding taxes and without interest. The Company is
making the Offer upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated June 17, 2008, as amended (the Offer to Purchase), and in the related Letter of Transmittal
(Letter of Transmittal) which together, as may be amended or supplemented from time to time,
constitute the Offer.
All information in the Offer, including all schedules and annexes thereto, which were
previously filed with the Schedule TO, is hereby expressly incorporated by reference into this
Amendment, except that such information is hereby amended and supplemented to the extent
specifically provided for herein.
ITEM 11.
Item 11 of the Schedule TO is hereby amended and supplemented to add the
following paragraph at the end thereof:
On July 17, 2008, the Company issued a press release announcing the
preliminary results of the Offer, which expired at 5:00 p.m., New York
City time, on Wednesday, July 16, 2008. A copy of the press release is
filed as exhibit (a)(5)(G) to Schedule TO and is incorporated herein by
reference.
ITEM 12.
Exhibits
.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
(a)(5)(G)
Press Release issued by United Rentals, Inc. on July 17, 2008
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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UNITED RENTALS, INC.
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By:
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/s/ Roger E. Schwed
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Name:
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Roger E. Schwed
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Title:
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Executive Vice President and General Counsel
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Date:
July 17, 2008
EXHIBIT INDEX
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Exhibit
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Number
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Description
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(a)(1)(A)
*
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Offer to Purchase, dated June 17, 2008
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(a)(1)(B)
*
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Letter of Transmittal (including Guidelines of the Internal
Revenue Service for Certification of Taxpayer Identification
Number on Substitute Form W-9)
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(a)(1)(C)
*
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Notice of Guaranteed Delivery
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(a)(1)(D)
*
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Letter to Shareholders, dated June 17, 2008
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(a)(1)(E)
*
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Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees
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(a)(1)(F)
*
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Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees
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(a)(1)(G)
*
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Letter to Participants in United Rentals, Inc. 401(k) Investment
Plan (including Election Form and Notice of Withdrawal)
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(a)(1)(H)
*
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Letter to Participants in United Rentals, Inc. Acquisition Plan
(including Election Form and Notice of Withdrawal)
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(a)(1)(I)
*
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Instructions and Option Election Form for Conditional Exercise
of Options
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(a)(1)(J)
*
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Instructions and Warrant Election Form for Conditional Exercise
of Warrants
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(a)(5)(A)
*
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Form of Summary Advertisement
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(a)(5)(B)
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Press Release issued by United Rentals, Inc. on June 10, 2008
(filed as Exhibit 99.1 to the Companys Current Report on
Form 8-K, filed June 12, 2008, and incorporated herein by
reference)
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(a)(5)(C)
*
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Press Release issued by United Rentals, Inc. on June 17,
2008
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(a)(5)(D)
**
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Press Release issued by United Rentals, Inc. on July 1,
2008
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(a)(5)(E)
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Press Release issued by United Rentals, Inc. on July 10,
2008 (incorporated by reference to Exhibit 99.1 to the
Companys Current Report on Form 8-K filed July 11,
2008)
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(a)(5)(F)
***
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Press Release issued by United Rentals, Inc. on July 14, 2008
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(a)(5)(G)
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Press Release issued by United Rentals,
Inc. on July 17, 2008
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(b)(1)
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Credit Agreement, dated as of June 9, 2008, among United
Rentals, Inc. and certain of its subsidiaries, United Rentals
(North America), Inc., United Rentals of Canada, Inc., United
Rentals Financing Limited Partnership, Bank of America, N.A.,
Wachovia Bank, National Association, UBS Loan Finance LLC and
the other lenders party thereto (incorporated by reference to
Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K
filed on June 12, 2008)
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(b)(2)
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Indenture, dated as of June 10, 2008, among United Rentals,
Inc., and The Bank of New York, a New York banking
corporation, as Trustee, and Form of United Rentals, Inc.
14% Senior Notes due 2014 (incorporated by reference to
Exhibit 4.1 and Exhibit 4.2, respectively, of the
United Rentals, Inc. Report on Form 8-K filed on June 12, 2008)
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(b)(3)
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Receivables Purchase Agreement dated as of May 31, 2005
between United Rentals Receivables LLC II, United Rentals, Inc.,
Atlantic Asset Securitization Corp., Liberty Street Funding
Corp., Calyon New York Branch, and The Bank of Nova Scotia
(incorporated by reference to Exhibit 99.1 of the
United Rentals, Inc. Report on
Form 8-K
filed on June 6, 2005)
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(b)(4)
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Purchase and Contribution Agreement dated as of May 31,
2005 between United Rentals (North America), Inc., United
Rentals Northwest, Inc., United Rentals Southeast, L.P.,
United Equipment Rentals Gulf, L.P., United Rentals, Inc.,
and United Rentals Receivables LLC II (incorporated by reference
to Exhibit 99.2 of the United Rentals, Inc. Report on
Form 8-K
filed on June 6, 2005)
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(b)(5)
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First Omnibus Amendment, dated October 20, 2006, to the
Purchase and Contribution Agreement, dated as of May 31,
2005 and the Receivables Purchase Agreement, dated as of
May 31, 2005 (incorporated by reference to
Exhibit 10.1 of the United Rentals, Inc. Report on
Form 8-K
filed on October 26, 2006)
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(b)(6)
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Performance Undertaking dated as of May 31, 2005 executed
by United Rentals, Inc. in favor of United Rentals
Receivables LLC II (incorporated by reference to
Exhibit 99.3 of the United Rentals, Inc. Report on
Form 8-K
filed on June 6, 2005)
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(d)(1)
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Rights Agreement dated September 28, 2001 between United
Rentals, Inc. and American Stock Transfer & Trust Co., as
Rights Agent (the Rights Agreement) (incorporated by
reference to Exhibit 4 of the United Rentals, Inc. Report on
Form 8-K filed on October 5, 2001)
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(d)(2)
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First Amendment to the Rights Agreement, dated as of July 22,
2007, between United Rentals, Inc. and American Stock Transfer
& Trust Company (incorporated by reference to Exhibit 4.1
of United Rentals, Inc. Report on Form 8-K filed on July
24, 2007)
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Exhibit
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Number
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Description
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(d)(3)
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Form of Warrant Agreement (incorporated by reference to Exhibit
10(c) of United Rentals, Inc. Registration Statement on Form
S-1, Registration No. 333-39117), together with an Amendment
thereto dated December 4, 2003 (incorporated by reference to
Exhibit 10(b) to United Rentals, Inc. Annual Report on Form 10-K
for the year ended December 31, 2003)
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(d)(4)
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1997 Stock Option Plan (incorporated by reference to Exhibit
10(b) of United Rentals, Inc. Registration Statement on Form
S-1, Registration No. 333-39117)
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(d)(5)
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1998 Stock Option Plan of United Rentals, Inc. (incorporated by
reference to Exhibit 99.1 to United Rentals, Inc.
Registration Statement on Form S-4, Registration No. 333-63171)
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(d)(6)
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1998 Supplemental Stock Option Plan of United Rentals, Inc. (as
amended and restated) (incorporated by reference to Exhibit
10(h) to United Rentals, Inc. Annual Report on Form 10-K for the
year ended December 31, 2005)
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(d)(7)
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2001 Comprehensive Stock Plan (formerly the 2001 Senior Stock
Plan) (incorporated by reference to Exhibit 10(f) of the United
Rentals, Inc. Report on Form 10-Q for the quarter ended June 30,
2006)
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(d)(8)
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2001 Stock Plan of United Rentals, Inc. (incorporated by
reference to Exhibit 4.6 to United Rentals, Inc.
Registration Statement on Form S-8, No. 333-60458)
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(d)(9)
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Deferred Compensation Plan for Directors of United Rentals, Inc.
(incorporated by reference to Exhibit 4.8 to United Rentals,
Inc. Registration Statement on Form S-8, No. 333-116882)
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(d)(10)
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Form of United Rentals, Inc., Annual Incentive Compensation Plan
(incorporated by reference to Appendix B to the United Rentals,
Inc., Definitive Proxy Statement filed with the SEC on
April 21, 2004)
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(d)(11)
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Form of United Rentals, Inc., Long-Term Incentive Plan
(incorporated by reference to Appendix C to the United Rentals,
Inc., Definitive Proxy Statement filed with the SEC on April 21,
2004)
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(d)(12)
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Form of Amendment to United Rentals, Inc. Long-Term Incentive
Plan dated September 22, 2004 (incorporated by reference to
Exhibit 99.3 of United Rentals, Inc. Report on Form 8-K filed
September 28, 2004)
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(d)(13)
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United Rentals, Inc. Restricted Stock Unit Deferral Plan
(incorporated by reference to Exhibit 10(g) to United
Rentals, Inc. Report on Form 10-Q for the quarterly period ended
June 30, 2004)
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(d)(14)
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Form of United Rentals, Inc. Restricted Stock Unit Agreement for
Senior Management (incorporated by reference to Exhibit 10(b) of
the United Rentals, Inc. Report on Form 10-Q for the quarter
ended June 30, 2006)
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(d)(15)
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Form of United Rentals, Inc. Restricted Stock Unit Agreement for
Non-Employee Directors (incorporated by reference to Exhibit
10(c) of the United Rentals, Inc. Report on Form 10-Q for the
quarter ended June 30, 2006)
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(d)(16)
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Form of directors option agreement of United Rentals, Inc.
(incorporated by reference to Exhibit 99.1 of the United
Rentals, Inc. Report on Form 8-K filed March 8, 2005)
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(d)(17)
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Compensation Program for Non-Employee Directors of United
Rentals, Inc. (incorporated by reference to Exhibit 10(d) of the
United Rentals, Inc. Report on Form 10-Q for the quarter ended
June 30, 2006)
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(d)(18)
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Restricted Stock Unit Agreement, dated as of June 7, 2007,
awarded to Wayland R. Hicks (incorporated by reference to
Exhibit 10(d) of the United Rentals, Inc. Report on Form 10-Q
for the quarter ended June 30, 2007)
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(d)(19)
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Form of agreement dated as of July 21, 2004, between United
Rentals, Inc. and John S. McKinney (incorporated by reference to
Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q
for the quarter ended September 30, 2004)
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(d)(20)
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Employment Agreement, dated as of March 7, 2006, between the
Company and Martin Welch III (incorporated by reference to
Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K
filed March 10, 2006)
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(d)(21)
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Letter Agreement with Wayland R. Hicks, dated as of April 21,
2003 (incorporated by reference to Exhibit 10(e) of the United
Rentals, Inc. Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003)
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Exhibit
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Number
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Description
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(d)(22)
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Agreement, dated April 10, 2007, between United Rentals, Inc.
and Wayland R. Hicks (incorporated by reference to Exhibit 10.1
to the United Rentals, Inc. Current Report on Form 8-K filed on
April 11, 2007)
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(d)(23)
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Agreement dated as of September 22, 2005, between United
Rentals, Inc. and Michael Kneeland (incorporated by reference to
Exhibit 99.1 of the United Rentals, Inc. Report on Form 8-K
filed September 23, 2005)
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(d)(24)
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Agreement dated as of March 30, 2006 between United Rentals,
Inc. and Michael Kneeland (incorporated by reference to Exhibit
10(ooo) of the United Rentals, Inc. Report on Form 10-K for the
year ended December 31, 2005)
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(d)(25)
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Employment Agreement dated June 5, 2006, between United Rentals,
Inc. and Michael J. Kneeland (incorporated by reference to
Exhibit 10(a) of the United Rentals, Inc. Quarterly Report on
Form 10-Q for the quarter ended June 30, 2006)
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(d)(26)
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First Amendment, dated August 1, 2007, to the Employment
Agreement between United Rentals, Inc. and Michael J. Kneeland
(incorporated by reference to Exhibit 10(a) of the United
Rentals, Inc. Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007)
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(d)(27)
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Employment Agreement dated June 14, 2006, between United
Rentals, Inc. and Roger E. Schwed, including a form of
indemnification agreement (incorporated by reference to Exhibit
10(e) of the United Rentals, Inc. Quarterly Report on Form 10-Q
for the quarter ended June 30, 2006)
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(d)(28)
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Employment Agreement, dated August 30, 2006, between the Company
and John Fahey (incorporated by reference to Exhibit 10.2 of the
United Rentals, Inc. Report on Form 8-K filed September 1, 2006)
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(d)(29)
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Retention Benefit Agreement, dated as of July 2, 2007, between
United Rentals, Inc. and Michael J. Kneeland
(incorporated by reference to Exhibit 10(b) of the United
Rentals, Inc. Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007)
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(d)(30)
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Retention Benefit Agreement, dated as of July 2, 2007, between
United Rentals, Inc. and Martin Welch III
(incorporated by reference to Exhibit 10(c) of the United
Rentals, Inc. Quarterly Report on Form 10-Q for the quarter
ended September 30, 2007)
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(d)(31)
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Retention Benefit Agreement, dated as of July 2, 2007, between
United Rentals, Inc. and Roger E. Schwed (incorporated
by reference to Exhibit 10(d) of the United Rentals, Inc.
Quarterly Report on Form 10-Q for the quarter ended September
30, 2007)
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(d)(32)
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Purchase Agreement, dated as of June 10, 2008, between United
Rentals, Inc. and Apollo Investment Funds IV, L.P. and
Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners
(BHCA), L.P. (incorporated by reference to Exhibit 10.2 to
the United Rentals, Inc. Report on Form 8-K filed on
June 12, 2008)
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(d)(33)
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Registration Rights Agreement, dated as of June 10, 2008, among
United Rentals, Inc., Apollo Investment Fund IV, L.P.,
Apollo Overseas Partners IV, L.P., and J.P. Morgan Partners
(BHCA) relating to $425,000,000 aggregate principal amount of
14% Senior Notes due 2014 (incorporated by reference to
Exhibit 10.3 to United Rentals, Inc. Report on Form 8-K
filed on June 12, 2008)
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(g)
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Not applicable
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(h)
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Not applicable
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*
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Previously filed with Schedule TO on June 17, 2008.
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**
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Previously filed with the Companys
Amendment No. 1 to Schedule TO on July 1, 2008.
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***
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Previously filed with the Companys
Amendment No. 3 to Schedule TO on July 15, 2008.
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Filed herewith.
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