Item 1.01.          Entry into a Material Definitive Agreement.

Amended and Restated Accounts Receivable Facility

Effective January 1, 2009, Calyon New York Branch (“Calyon”), the Bank of Nova Scotia (“Scotia” and together with Calyon, the “Banks”), Atlantic Asset Securitization LLC (“Atlantic”), Liberty Street Funding LLC (“Liberty Street”), United Rentals Receivables LLC II (the “SPV”), United Rentals, Inc. (the “Company”), United Rentals (North America), Inc. (“URNA”) and United Rentals Northwest, Inc. (“URNW”) (collectively the “Originators”) entered into (i) an Amended and Restated Purchase and Contribution Agreement between the Originators, the Company and the SPV; and (ii) an Amended and Restated Receivables Purchase Agreement between the SPV, as Seller, the Company, Atlantic and Liberty Street, as Purchasers, Calyon, as a bank, as purchaser agent for Atlantic and as administrative agent, and Scotia, as a bank and as purchase agent for Liberty (collectively, the “Amended and Restated Agreements”). The Amended and Restated Agreements replace the comparable agreements that initially established an accounts receivable securitization facility in May 2005 and were last amended in October 2006. The Amended and Restated Agreements, among other things, provide for an increase in the accounts receivable securitization facility from $300 million to $325 million and make adjustments to the receivables subject to purchase and otherwise to accommodate the establishment of an LKE program (as defined and discussed below). In connection with entering into the Amended and Restated Agreements, the Company also agreed to a modified pricing structure which is based on (i) the Company’s senior secured leverage ratio, as defined in URNA’s senior secured credit facility (entered into in June 2008) and (ii) the securitization facility utilization percentage. Copies of the Amended and Restated Agreements are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein. The foregoing summary is qualified in its entirety by reference to the full texts of the Amended and Restated Agreements. In connection with executing the Amended and Restated Agreements, the Company also separately confirmed that its performance undertaking given in May 2005 in connection with the initial establishment of the securitization facility remains in full force and effect after the amendment and restatements.

Like-Kind Exchange Program

Effective January 1, 2009, the Company, through its URNA and URNW subsidiaries, has established a like-kind exchange asset management program (the “LKE program”) for its equipment whereby the tax on gains from the disposal of eligible revenue-earning equipment is deferred. The LKE program enables the Company to exchange (through a qualified intermediary) equipment being relinquished with replacement equipment on a tax-deferred basis and requires the Company to take a carry-over tax basis in the replacement equipment equal to the remaining tax basis of relinquished equipment, with certain adjustments. A copy of the Master Exchange Agreement is attached hereto as Exhibit 10.3 and incorporated by reference herein, and the foregoing summary is qualified in its entirety by reference to the full text thereof.

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