|
Exhibit 99.2
RAM HOLDINGS,
INC.
November 14, 2007
United Rentals, Inc.
Five Greenwich Office Park
Greenwich, Connecticut 06831
Attention: Roger E. Schwed, General Counsel
|
|
|
|
Re:
|
Agreement and Plan of Merger
among RAM Holdings, Inc. (“ Parent ”), RAM
Acquisition Corp. (“ Merger Sub ”) and United
Rentals, Inc. (“ URI ”) dated as of July 22,
2007 (the “ Agreement ”)
|
Dear Mr. Schwed:
We
are writing in connection with the above-captioned Agreement. As
you know, as part of the negotiations of the Agreement and the
ancillary documentation, the parties agreed that our maximum
liability in the event that we elected not to consummate the
transaction would be payment of the Parent Termination Fee (as
defined in the Agreement) in the amount of $100 million. This
aspect of the transaction is memorialized in, among other places,
Section 8.2(e) of the Agreement, the final sentence of which reads
as follows:
“In no event, whether or not this Agreement
has been terminated pursuant to any provision hereof, shall Parent,
Merger Sub, Guarantor or the Parent Related Entities, either
individually or in the aggregate, be subject to any liability in
excess of the Parent Termination Fee [$100 Million] for any or all
losses or damages relating to or arising out of this Agreement or
the transactions contemplated by
|
