PURCHASE AGREEMENT

Exhibit 10.2

PURCHASE AGREEMENT

among

UNITED RENTALS, INC.

and

APOLLO INVESTMENT FUND IV, L.P.
APOLLO OVERSEAS PARTNERS IV, L.P.
J.P. MORGAN PARTNERS (BHCA), L.P.

Dated as of June 10, 2008

TABLE OF CONTENTS

Schedule A – Ownership of Preferred Stock

Exhibit A – Form of Indenture

Exhibit B – Form of Registration Rights Agreement

PURCHASE AGREEMENT

                    This PURCHASE AGREEMENT (“ Agreement ”) is made as of June 10, 2008, between UNITED RENTALS, INC., a Delaware corporation (“ Purchaser ”), and APOLLO INVESTMENT FUND IV, L.P. and APOLLO OVERSEAS PARTNERS IV, L.P. (collectively, the “ Apollo Sellers ”) and J.P. MORGAN PARTNERS (BHCA), L.P. (the “ Chase Seller ”; and collectively with the Apollo Sellers, the “ Sellers ”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7.11 below.

Recitals

                    A. The Apollo Sellers own 300,000 shares of Purchaser’s Series C Perpetual Convertible Preferred Stock, par value $.01 per share (the “ Series C Preferred Stock ”) and 100,000 shares of Purchaser’s Series D-1 Perpetual Convertible Preferred Stock, par value $.01 per share (the “ Series D-1 Preferred Stock ”).

                    B. The Chase Seller owns 5,252 shares of the Series D-1 Preferred Stock and 44,748 shares of Purchaser’s Series D-2 Perpetual Convertible Preferred Stock, par value $.01 per share (the “ Series D-2 Preferred Stock ”; and collectively, with the Series D-1 Preferred Stock and Series C Preferred Stock, the “ Preferred Stock ”).

                    C. The Preferred Stock owned by the Sellers represents all of the issued and outstanding Preferred Stock.

                    D. Upon the terms and conditions set forth herein, Purchaser has agreed to purchase from the Sellers the Preferred Stock, the terms of which restrict Purchaser from, among other things, paying or making certain extraordinary dividends, including any repurchases of shares of Purchaser’s common stock, par value $.01 per share (the “ Common Stock ”) to the extent such repurchases exceed 7.5% of Purchaser’s market capitalization, without the consent of the holders of the Preferred Stock, and the Sellers have agreed to sell the Preferred Stock to Purchaser.

                    E. Purchaser has elected to satisfy a portion of the purchase price of the Preferred Stock by issuing and delivering Notes (as defined below) to the Sellers and the Sellers have agreed to accept such Notes as part of the consideration for the Preferred Stock on the terms and conditions set forth herein.

                    NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE I
PURCHASE AND SALE

                     1.1. Authorization of the Notes . Purchaser hereby authorizes the issue and sale of up to $425,000,000 aggregate principal amount of its 14% Senior Notes due 2014, Series A (the “ Notes ”). As used herein, the term “Notes” includes all notes originally issued under an indenture (the “ Indenture ”) between Purchaser and The Bank of New York, as Trustee (the “ Trustee ”), such Indenture, dated as of the Closing Date (as defined below), in the form attached hereto as Exhibit A .

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                     1.2. Purchase of the Preferred Stock and Sale of the Notes . Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase and each Seller agrees to sell the Preferred Stock specified opposite such Seller’s name in Schedule A for $612,164,938 in the aggregate (with $383,334,000 of such amount being payable in Notes) in the case of the Apollo Sellers and for $66,539,668 in the aggregate (with $41,666,000 of such amount being payable in Notes) in the case of the Chase Seller (such transactions, including the issue and sale of Notes pursuant hereto, the “ Purchase and Sale ”).

ARTICLE II
CLOSING AND CLOSING DELIVERIES

                     2.1. Closing . The closing of the Purchase and Sale (the “ Closing ”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m. (or such earlier time as the parties may agree) on the date hereof (the “ Closing Date ”) and simultaneously with the execution and delivery of this Agreement.

                     2.2. Deliveries at the Closing .

                    (a) Closing Deliveries by Purchaser . At the Closing, Purchaser shall deliver the following:

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                    (b) Closing Deliveries by Sellers . At the Closing, each Seller shall deliver the following:

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER

                    As a material inducement to Sellers to enter into this Agreement, sell the Preferred Stock and purchase the Notes, Purchaser hereby represents and warrants to each Seller that:

                     3.1. Organization and Corporate Power . Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite corporate power and authority, and any material licenses, permits and authorizations necessary to own and operate its properties, to enter into this Agreement, the Indenture, the Registration Rights Agreement and the Notes and to carry on its business as now conducted except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

                     3.2. Ownership of Notes . The Notes are free and clear of any and all mortgages, pledges, security interests, liens or other encumbrances or charges of any kind.

                     3.3. Authorization; No Breach .

                    (a) Purchaser has duly authorized the execution, delivery and performance of this Agreement, the Indenture, the Registration Rights Agreement and the Notes. Each of this Agreement, the Indenture, the Registration Rights Agreement and the Notes has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to the availability of equitable remedies and to the laws of bankruptcy and other similar laws affecting creditors’ rights generally.

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                    (b) The execution, delivery and performance by Purchaser of this Agreement, the Indenture, the Registration Rights Agreement and the Notes do not (i) conflict with or result in a breach of the terms, conditions or provisions of or (ii) constitute a default under, or result in a violation of, or require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body (other than the Securities and Exchange Commission in connection with the Registration Rights Agreement) pursuant to, (A) any law, statute, rule or regulation to which Purchaser is subject, (B) any formation or other organizational document of Purchaser or (C) any agreement, instrument, order, judgment or decree to which Purchaser is a party or by which it is bound, except, in the case of clauses (A) and (C) above, for any such conflict, breach, default, violation, required action or notification that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

                     3.4. Purchaser Information . An accurate and complete copy of each report and definitive proxy statement filed with or furnished to the Securities and Exchange Commission by Purchaser or any of its Subsidiaries pursuant to the Securities Act or the Exchange Act since January 1, 2008 (the “ Purchaser SEC Reports ”) is publicly available. No such Purchaser SEC Report, at the time filed or furnished (and, in the case of proxy statements, on the dates of the relevant meetings), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that subsequently filed or furnished Purchaser SEC Reports as of a later date (but filed or furnished before the date of this Agreement) shall be deemed to modify information in Purchaser SEC Reports as of an earlier date.

                     3.5. Tender Offer and Financing . As of the date hereof, there are no other (i) capital raising or financing transactions material to Purchaser and its Subsidiaries taken as a whole or (ii) extraordinary transactions, such as a merger, reorganization or liquidation, involving Purchaser or any of its Subsidiaries or a purchase, sale or transfer of a material amount of assets of any of Purchaser or any of its Subsidiaries, contemplated by, or to be entered into or consummated by, Purchaser and its Subsidiaries, except for the transactions contemplated by this Agreement, the Tender Offer and/or the Financing.

                     3.6. Other . Purchaser acknowledges that, except as expressly set forth in this Agreement, there are no representations or warranties of any kind, express or implied, with respect to any Seller, any Seller’s Subsidiaries, any Seller’s Business, or any other matter.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS

                    As a material inducement to Purchaser to enter into this Agreement, complete the purchase of Preferred Stock and issue and sell the Notes, each Seller, severally and not jointly, represents and warrants to Purchaser that:

                     4.1. Organization and Corporate Power . Such Seller is a partnership organized, validly existing and in good standing under the laws of its jurisdiction of formation. Such Seller has all requisite partnership power and authority to enter into this Agreement and the Registration Rights Agreements and to carry on its business as now conducted.

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                     4.2. Ownership of Securities . Such Seller has good and valid title to all of the shares of Preferred Stock set forth opposite such Seller’s name as listed on Schedule A. At the Closing, such Seller shall convey to Purchaser the Preferred Stock free and clear of any and all mortgages, pledges, security interests, liens or other encumbrances or charges of any kind, except as may arise out of, or in connection with, this Agreement and/or any federal or state securities law, or policies of Purchaser, that would restrict the purchase, sale or transferability of the shares of Preferred Stock owned by such Seller.

                     4.3. Authorization; No Breach .

                    (a) Such Seller and the general partner of such Seller have duly authorized the execution, delivery and performance of this Agreement and the Registration Rights Agreement. Each of this Agreement and the Registration Rights Agreement has been duly executed and delivered by such Seller and constitutes a legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, subject to the availability of equitable remedies and to the laws of bankruptcy and other similar laws affecting creditors’ rights generally.

                    (b) The execution, delivery and performance by such Seller of this Agreement and the Registration Rights Agreement do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of or (ii) constitute a default under, or result in a violation of, or require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body (other than the Securities and Exchange Commission in connection with the Registration Rights Agreement) pursuant to, (A) any law, statute, rule or regulation to which such Seller is subject, (B) any formation or other organizational document of such Seller or (C) any agreement, instrument, order, judgment or decree to which such Seller is a party or by which it is bound, except, in the case of clauses (A) and (C) above, for any such conflict, breach, default, violation, required action or notification that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

                     4.4. Purchase for Investment . Each Seller represents that such Seller is purchasing the Notes for its own account or for one or more separate accounts maintained by it and not with a view to the distribution thereof in violation of the Securities Act. Each Seller understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law.

                     4.5. Accredited Investor .

                    (a) Each Seller is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act.

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