LETTER OF TRANSMITTAL
Offer to Exchange
9% Senior Subordinated Notes Due 2009, Series B
For Any and All Outstanding
9% Senior Subordinated Notes Due 2009, Series A
of
United Rentals (North America), Inc.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[___________], 1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
To: The Bank of New York (the "Exchange Agent")
By Mail: By Facsimile Transmission: By Overnight or Hand
(registered or certified Delivery:
recommended)
The Bank of New York (212) 815-6339 The Bank of New York
Reorganization Section Attention: [_______________] Reorganization Section
101 Barclay Street Confirm by Telephone: 101 Barclay Street
Floor 7E [______________] Floor 7E
New York, New York 10286 New York, New York 10286
Attention: [___________] Attention: [___________]
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS INSTRUMENT VIA A FACSIMILE NUMBER OTHER THAN THE FACSIMILE
NUMBER LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED. Capitalized terms used but not defined
herein shall have the same meaning given them in the Prospectus (as defined
below).
The undersigned has provided the information below in order to indicate the
Original Notes, if any, that the undersigned wishes to tender pursuant to the
Exchange Offer (as defined below).
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Name and Address of Book-Entry Holder
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DTC Account Number of Book Entry Holder
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Transaction Code Number
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Aggregate Principal Amount of Original
Notes Tendered
Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus dated June __, 1999
(the "Prospectus") of United Rentals (North America), Inc., a Delaware
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange its 9% Senior Subordinated Notes Due 2009, Series B (the
"Exchange Notes"), the issuance of which has been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement of which the Prospectus is a part, for a like principal
amount of its outstanding 9% Senior Subordinated Notes Due 2009, Series A (the
"Original Notes"), upon the terms and subject to the conditions set forth in the
Prospectus. Capitalized terms used but not defined herein have the respective
meanings given to them in the Prospectus.
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Original Notes indicated
above. Subject to, and effective upon, the acceptance for exchange of the
principal amount of Original Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the Original Notes
tendered hereby. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company) with respect to the
tendered Original Notes, with full power of substitution, to: (i) deliver
Original Notes and all accompanying evidence of transfer and authenticity to or
upon the order of the Company upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to which the undersigned is entitled
upon the acceptance by the Company of the Original
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Notes tendered under the Exchange Offer; and (ii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Original Notes,
all in accordance with the terms of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Original Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim, when the same are acquired by the Company. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Company to be necessary or desirable to complete the exchange,
assignment and transfer of the Original Notes tendered.
The undersigned hereby represents and warrants that (i) it is not an
affiliate of the Company, (ii) if the undersigned is a broker-dealer, none of
the Original Notes being tendered hereby were purchased by it directly from the
Company, (iii) any Exchange Notes that it acquires in the Exchange Offer will be
acquired by it in the ordinary course of its business and (iv) it has no
arrangement with any person to participate in the distribution of the Exchange
Notes; provided, however, that if the undersigned is a broker-dealer and is
tendering hereby Original Notes that were acquired by it for its own account as
a result of market-making activities or other trading activities, the
undersigned represents and warrants, in lieu of the representation set forth in
clause (iv) immediately above, that it has no arrangement or understanding with
the Company, or any affiliate of the Company, to participate in the distribution
of the Exchange Notes. In addition, if the undersigned is not the beneficial
owner of any of the Original Notes being tendered hereby, the undersigned
confirms that the beneficial owner of such Original Notes has made the
representations and warranties provided for in the preceding sentence.
The undersigned understands that any broker-dealer (a "Participating
Broker-Dealer") that, pursuant to the Exchange Offer, receives Exchange Notes in
exchange for Original Notes that were acquired by it for its own account as a
result of market-making activities or other trading activities, will be required
to deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales by it of any such Exchange Notes. If the
undersigned is a Participating Broker-Dealer, the undersigned acknowledges that
it will comply with such prospectus delivery requirement in connection with any
resale of Exchange Notes. In addition, if the undersigned is not the beneficial
owner of any of the Original Notes being tendered hereby, the undersigned
confirms that the beneficial owner of such Original Notes has made the
acknowledgment provided for in the preceding sentence. By making the
acknowledgment provided for in this paragraph, a Participating Broker- Dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
The undersigned understands that tenders of Original Notes pursuant to the
procedures described under "The Exchange Offer--Procedures for Tendering" in the
Prospectus and in the instruction attached hereto will, upon the Company's
acceptance for exchange of such tendered
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Original Notes, constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Exchange Offer. The
undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Company may not be required to accept for exchange any of the
Original Notes tendered hereby.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, legal
representatives, successors, assigns, executors and administrators.
Please sign below
X________________________________________________________Date:________________
(Signature(s) of Book Entry Holder of Original Notes)
Area Code and Telephone Number:_________________________________________________
Taxpayer Identification or Social Security Number:______________________________
(The above lines must be signed by the Book-Entry Holder of Original Notes
exactly as the name of such Book-Entry Holder appears on the records of DTC)
If signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, then such person must (i) set forth his or her full
name and title below, and (ii) unless waived by the Company, submit evidence
satisfactory to the Company of such person's authority so to act.
Name(s):________________________________________________________________________
(Please Type or Print)
Capacity (Full Title):__________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Original Notes. The term
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"Book Entry Holder" with respect to any Original Notes means the participant in
the DTC system that is listed as the holder of such notes in the records
maintained by DTC. Only a Book-Entry Holder of Original Notes may tender such
Original Notes pursuant to the Exchange Offer. Tenders of Original Notes will be
accepted only in integral multiples of $1,000. To tender any Original Notes
pursuant to the Exchange Offer, the Book-Entry Holder of such Original Notes
must make book-entry delivery of such Original Notes by causing DTC to transfer
such Original Notes to the account of the Exchange Agent at DTC in accordance
with DTC's Automated Tender Offer Program ("ATOP") prior to 5:00 p.m., New York
City time, on the Expiration Date. In addition, either (i) DTC must deliver an
Agent's Message (as defined below) prior to 5:00 p.m., New York City time, on
the Expiration Date, indicating that DTC has received from such Book-Entry
Holder an express acknowledgment that such Book-Entry Holder has received and
agrees to be bound by the terms of the Letter of Transmittal or (ii) such Book-
Entry Holder must complete, sign and date the Letter of Transmittal or a
facsimile thereof, in accordance with the instructions contained herein and
deliver such Letter of Transmittal, or such facsimile, to the Exchange Agent at
the address set forth above prior to 5:00 p.m., New York City time, on the
Expiration Date. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO
THE EXCHANGE AGENT.
The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Exchange Agent and forming part of the book-entry confirmation
relating to a book-entry transfer of Original Notes through ATOP, which states
that DTC has received an express acknowledgment from the DTC Participant that is
tendering the Original Notes which are the subject of such book entry
confirmation, that such DTC Participant has received and agrees to be bound by
the terms of the Letter of Transmittal.
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT
IS AT THE ELECTION AND RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS
RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY TO THE
EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL SHOULD BE
SENT TO THE COMPANY.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Original Notes and withdrawal of tendered
Original Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute right
to reject any and all Original Notes not properly tendered or any Original Notes
the Company's acceptance of which would, in the opinion of counsel for the
Company, be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as
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to particular Original Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in the Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Original Notes must be
cured within such time as the Company shall determine. Neither the Company, the
Exchange Agent nor any other person shall be under any duty to give notification
of defects or irregularities with respect to tenders of Original Notes, nor
shall any of them incur any liability for failure to give such notification.
Tenders of Original Notes will not be deemed to have been made until such
irregularities have been cured or waived. Any Original Notes received by the
Exchange Agent that are not properly tendered or the tender of which is
otherwise rejected by the Company and as to which the defects or irregularities
have not been cured or waived will be returned by the Exchange Agent to the
Book-Entry Holder that tendered such Original Notes (by crediting an account
maintained at DTC designated by such Book-Entry Holder) as soon as practicable
following the Expiration Date.
2. Withdrawals. Tenders of Original Notes may be withdrawn at any time
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prior to 5:00 p.m., New York City time, on the Expiration Date. To withdraw a
tender of Original Notes pursuant to the Exchange Offer, the Book-Entry Holder
that tendered such Original Notes must, prior to 5:00 p.m., New York City time,
on the Expiration Date, either (i) withdraw such tender in accordance with the
appropriate procedures of the ATOP system or (ii) deliver to the Exchange Agent
a written or facsimile transmission notice of withdrawal at the address set
forth herein. Any such notice of withdrawal must contain the name and number of
the Book-Entry Holder, the amount of Original Notes to which such withdrawal
relates, the account at DTC to be credited with the withdrawn Original Notes and
the signature of the Book-Entry Holder. All questions as to the validity, form
and eligibility (including time of receipt) of such withdrawal notices will be
determined by the Company, whose determination will be final and binding on all
parties. Any Original Notes so withdrawn will be deemed not to have been validly
tendered for purposes of the Exchange Offer, and no Exchange Notes will be
issued with respect thereto unless the Original Notes so withdrawn are validly
retendered. Any Original Notes which have been tendered but which are withdrawn
will be returned by the Exchange Agent to the Book-Entry Holder that tendered
such Original Notes (by crediting an account maintained at DTC designated by
such Book-Entry Holder) as soon as practicable after withdrawal. Properly
withdrawn Original Notes may be retendered at any time prior to the Expiration
Date by following the procedures described in paragraph 1 above.
3. Transfer Taxes. The Company will pay all transfer taxes, if any,
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applicable to the exchange of Original Notes pursuant to the Exchange Offer. If,
however, Exchange Notes or Original Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the Book-Entry Holder of the Original
Notes tendered, or if a transfer tax is imposed for any reason other than the
exchange of Original Notes pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the Book-Entry Holder or any other
persons) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering Holder.
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4. Requests for Assistance or Additional Copies. Questions and requests
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for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the Prospectus.
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