Exhibit 99.1
RICHARD D. COLBURN and AYR INC.
1120 La Colina
Beverly Hills, California 90210
March 17, 2002
United Rentals, Inc.
Five Greenwich Office Park
Greenwich CT 06830
Gentlemen:
1. Sale
(a) Ayr Inc, a California corporation wholly-owned by Mr. Richard Colburn
("Ayr"), hereby sells to United Rentals, Inc. (the "Company"), and the
Company hereby purchases from Ayr, 50,882 shares (the "Colburn Sold
Shares") of Common Stock of the Company ("Common Stock") at $29.48 per
share, for an aggregate purchase price of $1,500,000 (the "Colburn
Purchase Price"). Mr. Colburn will as soon as practicable in the
circumstances cause Ayr to deliver to the Company a certificate for
the Colburn Sold Shares, together with a stock power therefor endorsed
in blank, and the Company will pay the Colburn Purchase Price to Ayr
against receipt of the stock certificate and stock power. Ayr may
deliver to the Transfer Agent a certificate representing more than the
Colburn Sold Shares, in which case the Company will, and will cause
Transfer Agent to, take such action as may be necessary to transfer to
the Company or to cancel the Colburn Sold Shares, and to return one or
more certificates in such forms and amounts as Mr. Colburn may request
for all shares in excess of the Colburn Sold Shares; such action shall
be deemed delivery to the Company so long as Mr. Colburn and Ayr take
any action and executes any documents reasonably requested by the
Company or the Transfer Agent in connection therewith, and the Company
will promptly wire transfer to Ayr or its order the amount of the
Colburn Purchase Price.
(b) Mr. Colburn and Ayr represent that Ayr owns the Colburn Sold Shares
free and clear of all liens, claims and encumbrances and that, upon
delivery of the Colburn Sold Shares as provided above, Mr. Colburn and
Ayr will have delivered title to the Colburn Sold Shares to the
Company free and clear of all liens, claims and encumbrances. Mr.
Colburn and Ayr make no other representations or warranties whatsoever
with respect to the Sold Shares. Neither the Company nor any of its
affiliates makes any representations or warranties whatsoever to Mr.
Colburn or Ayr. Mr. Colburn and Ayr are entering into this transaction
solely as a result of such investigations as they deemed appropriate.
The Company has made an independent
decision to purchase the Colburn Sold Shares, free of any influence by
Mr. Colburn or Ayr.
2. In order to induce the Company to purchase the Colburn Sold Shares, Mr.
Colburn and Ayr (together, the "Covenantors") jointly and severally agree
that, during the 180-day period beginning on the date hereof, neither of
the Covenantors will, nor will any of their affiliates on their behalf,
without the prior written consent of the Company, make any contractual or
other demand to register any shares of Common Stock in a manner that would
require the filing of a registration statement before the end of such
180-day period, or offer, sell, contract to sell, or otherwise dispose of,
any shares of Common Stock or any other securities of the Company or any
derivative securities or derivative contracts the value of which is
determined in whole or in substantial part (with substantial to mean more
than 5%) by reference to the value of securities of the Company, whether or
not such Common Stock or other securities have been registered and whether
or not such offer, sale, contract or other disposition could otherwise be
made under Rule 144 or otherwise.
3. The Covenantors release the Company and its affiliates from any claim that,
and the Covenantors will not complain if, the Company and its affiliates
possessed relevant information which the Covenantors did not possess, or
which the Company or any affiliate should have disclosed publicly or to the
Covenantors or any of them. Similarly, the Covenantors will not complain if
for whatever reason the price of the Company's securities hereafter
increases for any reason whatsoever, or if the Company or any of its
affiliates at any time or times hereafter sells any Company securities at
any price.
4. This Agreement may not be changed or terminated orally. It sets forth all
understandings of the parties with respect to the subject matter hereof. It
shall be governed by the internal laws of the State of Connecticut. The
federal and state courts in Fairfield County Connecticut shall have
exclusive jurisdiction on all matters relating to this Agreement.
5. This agreement shall become a binding contract only if it or a counterpart
copy of it is signed by each party, with facsimile copies transmitted to
the agents of the other parties, by 12:00 Midnight, Pacific Time, March 17,
2002.
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UNITED RENTALS, INC. AYR, INC.
By BY
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Richard Colburn
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