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Merger agreement.

Agreement and Plan of Merger

Merger agreement. | Document Parties: UNITED RENTALS NORTH AMERICA INC | RAM Holdings, Inc You are currently viewing:
This Agreement and Plan of Merger involves

UNITED RENTALS NORTH AMERICA INC | RAM Holdings, Inc

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Title: Merger agreement.
Date: 11/14/2007
Law Firm: Lowenstein Sandler;Simpson Thacher    

Merger agreement., Parties: united rentals north america inc , ram holdings  inc
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Exhibit 99.3

UNITED RENTALS, INC.
Five Greenwich Office Park
Greenwich, CT 06831

September 6, 2007

CONFIDENTIAL

Mr. Stephen A, Feinberg
Cerberus Capital Management, L.P.
299 Park Avenue
New York, NY 10171

Dear Steve:

          We have not met, but with Brad Jacobs stepping down from United Rentals, Inc.’s board I wanted to introduce myself. The board has asked me to oversee the completion of our transaction with Cerberus. In that connection, I wanted to address with you the recent calls and letter that we received from Cerberus’s acquisition vehicle, RAM Holdings, Inc., asking for a discussion with URI about the terms of the merger agreement.

          As our advisors previously communicated to your colleagues, Steven Mayer and Mike Green, there is no basis for any discussion regarding changes to the merger agreement. The sole basis cited in the letter is your organization’s “concerns about recent unanticipated developments in the credit and financial markets.” We fail to see how these developments have any relevance to our negotiated transaction, as their impact is expressly carved out of the merger agreement. Section 3.1 of the merger agreement, for example, is clear that “facts, circumstances, events, changes, effects or occurrences ... generally affecting the economy or the financial, debt, credit or securities markets in the United States...” do not excuse RAM’s performance under our agreed-upon transaction. Moreover, RAM has committed debt financing which by its terms is not conditioned on the developments referenced in your team’s letter.

       &nbs


 
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