Exhibit 99.2
COLBURN MUSIC FUND
355 South Grand Avenue, Suite 3295
Los Angeles, California 90071
March 17, 2002
United Rentals, Inc.
Five Greenwich Office Park
Greenwich CT 06830
Gentlemen:
1. Sale by Fund.
(a) Colburn Music Fund (the "Fund") hereby sells to United Rentals, Inc.
(the "Company"), and the Company hereby purchases from the Fund,
339,213 shares (the "Sold Shares") of common stock of the Company
("Common Stock") at $29.48 per share, for an aggregate purchase price
of $10,000,000 (the "Purchase Price"). The Fund will, as soon as
practicable in the circumstances, deliver to the Transfer Agent for
the Common Stock ("Transfer Agent") a certificate representing more
than the Sold Shares, and will provide the Transfer Agent with
appropriate instructions and powers to authorize a transfer consistent
with the foregoing. The Company will, and will cause the Transfer
Agent to, take such action as may be necessary to transfer to the
Company or to cancel the Sold Shares, and to return one or more
certificates in such forms and amounts (but only in the Fund's name)
as the Fund may request for all shares in excess of the Sold Shares;
such action shall be deemed delivery to the Company so long as the
Fund takes 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 the Fund or its order the
amount of the Purchase Price.
(b) The Fund represents that it owns the Sold Shares free and clear of all
liens, claims and encumbrances and that, upon delivery of the Sold
Shares as provided above, the Fund will have delivered title to the
Sold Shares to the Company free and clear of all liens, claims and
encumbrances. It makes 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 the Fund. The Fund is entering into this transaction
solely as a result of such investigations as it deemed appropriate.
The Company has made an independent decision to purchase the Sold
Shares, free of any influence by the Fund.
In order to induce the Company to purchase the Sold Shares, the Fund agrees
that, during the 180-day period beginning on the date hereof, the Fund will not,
nor will
2. any of its affiliates on its 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 Fund releases the Company and its affiliates from any claim that, and
the Fund will not complain if, the Company and its affiliates possessed
relevant information which the Fund did not possess, or which the Company
or any affiliate should have disclosed publicly or to the Fund or any of
them. Similarly, the Fund 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. COLBURN MUSIC FUND
By By
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Robert B. Egelston
And By
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Richard Colburn
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