8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 20, 2006

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of Registrants as Specified in their Charters)

       Delaware   001-14387   06-1522496

          Delaware 
60;   001-13663   06-1493538

 (States or Other Jurisdiction (Commission file Numbers)     (IRS Employer

                 of Incorporation)   Identification Nos.)

Five Greenwich Office Park, Greenwich, CT        06831

        (Address of Principal Executive Offices)         (Zip Code)

Registrants' telephone number, including area code (203) 622-3131

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

r Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)

r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On October 20, 2006, Calyon New York Branch (“Calyon”), The Bank of Nova Scotia (“Scotia”), Atlantic Asset Securitization Corp. (“Atlantic”), Liberty Street Funding Corp. (“Liberty Street”), United Rentals Receivables LLC II (the “SPV”), United Rentals, Inc. (the “Company”) and United Rentals (North America), Inc., United Rentals Northwest, Inc., United Rentals Southeast, L.P., and United Equipment Rentals Gulf, L.P. (collectively the “originators”) entered into certain amendments to (i) the Purchase and Contribution Agreement, dated as of May 31, 2005, between the Originators, the Company and the SPV; and (ii) the Receivables Purchase Agreement, dated as of May 31, 2005, 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 “First Omnibus Amendment”). The First Omnibus Amendment, among other things, provides for an increase in the accounts receivable securitization facility from $200 million to $300 million and an extension of the term from May 29, 2009 to October 20, 2011. In connection with entering into the First Omnibus Amendment, the Company also agreed upon a modified pricing structure triggered off of the Company’s funded debt to cash flow ratio, as defined in the Company’s senior secured credit facility, rather than off of the Company’s senior secured debt rating. A copy of the First Omnibus Amendment is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See the information set forth in Item 1.01 above, which is incorporated by reference herein.

Item 8.01.Other Events.

On October 26, 2006, the Company issued the press release attached as Exhibit 99.1 hereto. The Company announced in the press release the redemption, effective November 30, 2006, of an additional $12.7 million of its 6½% Convertible Quarterly Income Preferred Securities (“QUIPS”). The second and fourth paragraphs of the press release are incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description

10.1 First Omnibus Amendment, dated October 20, 2006, to the Purchase and Contribution Agreement, dated as of May 31, 2005 and the Receivables Purchase Agreement, dated as of May 31, 2005

99.1 Press release issued by United Rentals, Inc. on October 26, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 26^th day of October, 2006.

       UNITED RENTALS, INC.

       By:/s/ Martin E. Welch                         

       Name: Martin E. Welch

       Title:   Chief Financial Officer

       UNITED RENTALS (NORTH AMERICA), INC.

       By:/s/ Martin E. Welch                      

       Name: Martin E. Welch

       Title:   Chief Financial Officer

EX-10.1

                       Exhibit 10.1

FIRST OMNIBUS AMENDMENT

THIS FIRST OMNIBUS AMENDMENT (this “Amendment”), dated as of October 20, 2006 is entered into by and among CALYON NEW YORK BRANCH (“Calyon”), THE BANK OF NOVA SCOTIA (“Scotia”), ATLANTIC ASSET SECURITIZATION CORP. (“Atlantic”), LIBERTY STREET FUNDING CORP. (“Liberty Street”), UNITED RENTALS RECEIVABLES LLC II (the “SPV”), UNITED RENTALS, INC. (the “Collection Agent”), and UNITED RENTALS (NORTH AMERICA), INC., UNITED RENTALS NORTHWEST, INC., UNITED RENTALS SOUTHEAST, L.P., AND UNITED EQUIPMENT RENTALS GULF, L.P. (collectively, the “Originators”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreements (as defined below).

RECITALS

WHEREAS, the Originators, the Collection Agent and the SPV entered into that certain Purchase and Contribution Agreement, dated as of May 31, 2005 (the “PCA”);

WHEREAS, the SPV, as Seller, the Collection Agent, Atlantic and Liberty Street, as Purchasers, Calyon, as a bank, as purchaser agent for Atlantic and as administrative Agent (a “Bank,” “Atlantic Purchaser Agent” and “Administrative Agent”), and Scotia, as a bank and as purchaser agent for Liberty (a “Bank” and “Liberty Purchaser Agent”), entered into that certain Receivables Purchase Agreement dated as of May 31, 2005 (the “RPA” and together with the PCA, the “Agreements”);

WHEREAS, the parties hereto desire to amend the Agreements as hereinafter set forth;

NOW, THEREFORE, the parties agree as follows:

Section 1. Amendments to the RPA.

(a)The definition of “Bank Commitment” is hereby amended by deleting the references to “$100,000,000” therein and inserting “$150,000,000” in their place.

(b)The definition of “Comparable Credit Facility” is hereby deleted in its entirety.

(c)The definition of “Facility Termination Date” is hereby deleted in its entirety and replaced with the following:

“Facility Termination Date” means the earliest of (a) October 20, 2011, (b) the date determined pursuant to Section 2.02, (c) the date the Purchase Limit is reduced to zero pursuant to Section 1.01(b) or (d) the date upon which the Credit Agreement is terminated in connection with an Event of Default thereunder.

(d)The definition of “Purchase Limit” is hereby amended by deleting the reference to “$200,000,000” therein and inserting “$300,000,000” in its place.

(e)The definition of “Maximum Funded Debt to Cash Flow Ratio” is hereby amended by deleting the reference to “Maximum.”

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(f)  The definition of “Daily Report Trigger Event” is hereby amended by deleting the reference to “Maximum” in clause (b) therein.

(g)Section 4.06(d) is hereby deleted in its entirety and replaced with the following:

(d)Termination of Credit Agreement. The Collection Agent shall notify the Administrative Agent and each Purchaser Agent of the termination of the Credit Agreement by the lenders thereunder as soon as reasonably practicable, but in any event within one (1) Business Day of the earlier of receipt by the Collection Agent or any Originator of notice of such termination and the effectiveness of such termination.

Section 2. Amendments to the PCA.

(a)The definition of “Facility Termination Date” is hereby deleted in its entirety and replaced with the following:

“Facility Termination Date” means the earliest of (a) October 20, 2011, (b) the date determined pursuant to Section 7.01, (c) the date which the Buyer designates by at least five Business Days notice to the Administrative Agent and each Purchaser Agent and (d) the date upon which the Credit Agreement is terminated in connection with an Event of Default thereunder.

(b)Section 5.01(j)(iii) is hereby deleted in its entirety and replaced with the following:

(iii)notice of the termination of the Credit Agreement by the lenders thereunder as soon as reasonably practicable, but in any event within one (1) Business Day of the earlier of receipt by the Collection Agent or any Originator of notice of such termination and the effectiveness of such termination.

Section 3. Agreements in Full Force and Effect as Amended

Except as specifically amended hereby, all of the provisions of the Agreements and all of the provisions of all other documentation required to be delivered with respect thereto shall remain in full force and effect from and after the date hereof.

Section 4. Miscellaneous

(a)This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall not constitute a novation of any Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of each Agreement, as amended by this Amendment, as though such terms and conditions were set forth herein. This Amendment shall be effective as of the date first written above.

(b)The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

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(c)  This Amendment may not be amended or otherwise modified except as provided in each respective Agreement.

(d)This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed in accordance with, the laws of the state of New York (without giving effect to the conflict of laws principles thereof, other than Section 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply hereto).

The remainder of this page is intentionally left blank.

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IN WITNESS WHEREOF, the parties have agreed to and caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

PURCHASERS:        ATLANTIC ASSET SECURITIZATION CORP.

     By:CALYON NEW YORK BRANCH,

        as Attorney-in-Fact

     By:______/s/______________

  Name:

  Title:

    By:______/s/______________

      Name:

     Title:

        LIBERTY STREET FUNDING CORP.

       By:_______/s/_____________

   Name:

         Title:

PURCHASER AGENTS:          CALYON NEW YORK BRANCH

     By:_______/s/_____________

  Name:

       Title:

    By:________/s/____________

      Name:

     Title:

   THE BANK OF NOVA SCOTIA

   By:_________/s/___________

     Name:

    Title:

ADMINISTRATIVE             CALYON NEW YORK BRANCH

AGENT:

   By:_________/s/___________

     Name:

     Title:

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  By:_________/s/___________

    Name:

    Title:

BANKS:           CALYON NEW YORK BRANCH

  By:_________/s/___________

   Name:

   Title:

  By:_________/s/___________

    Name:

    Title:

   THE BANK OF NOVA SCOTIA

   By:_________/s/___________

     Name:

 Title:

SPV:         UNITED RENTALS RECEIVABLES LLC II

   By:_________/s/___________

     Name:

    Title:

   By:_________/s/___________

     Name:

    Title:

COLLECTION AGENT:       UNITED RENTALS, INC.

   By:_________/s/___________

     Name:

 Title:

   By:_________/s/___________

  Name:

     Title:

ORIGINATORS:          UNITED RENTALS (NORTH AMERICA), INC.

   By:_________/s/___________

     Name:

     Title:

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    By:________/s/____________

    Name:

    Title:

   UNITED RENTALS NORTHWEST, INC.

   By:_______/s/_____________

    Name:

    Title:

   By:________/s/____________

     Name:

     Title:

   UNITED RENTALS SOUTHEAST, L.P.

   By:________/s/____________

     Name:

     Title:

   By:________/s/____    ______

     Name:

     Title:

   UNITED EQUIPMENT RENTALS GULF, L.P.

   By:_________/s/___________

     Name:

     Title:

   By:________/s/____________

     Name:

 Title:

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EX-99.1

                        Exhibit 99.1

United Rentals Increases Asset Securitization Facility and Announces Additional

$12.7 Million Redemption of Convertible Preferred Securities

GREENWICH, Conn. - October 26, 2006 - United Rentals, Inc. (NYSE: URI) announced today that it has amended its existing accounts receivable securitization facility to increase the facility size to $300 million from $200 million and reduce borrowing costs under the facility. In addition, the maturity date for the facility has been extended to October 2011 from May 2009. Borrowings under the amended facility will continue to be reflected as debt on the company’s consolidated balance sheets. At September 30, 2006, the company had drawn $200 million under the facility.

The company also announced the redemption, effective November 30, 2006, of an additional $12.7 million of its 6½% Convertible Quarterly Income Preferred Securities (“QUIPS”). The redemption price of 101.3%, together with accrued and unpaid dividends up to, but excluding, the November 30, 2006, redemption date, will be made to registered holders of the QUIPS as of the record date of November 15, 2006. The QUIPS, $159 million of which were outstanding as of September 30, 2006, were issued in August 1998 by United Rentals Trust I. The company previously redeemed $63 million of the QUIPS last month.

Martin E. Welch, executive vice president and chief financial officer for United Rentals, said, “We are taking advantage of our strong free cash flow to reduce interest expense and strengthen our balance sheet. This most recent redemption of our QUIPS, along with the earlier $63 million redemption , the $400 million reduction in our term loan completed last month and the $44 million buy-out of equipment under operating leases in the second quarter represent effective uses of our cash. The QUIPS redemptions will reduce our diluted share count and be accretive in 2007.”

A notice of redemption is being sent by the trustee to the registered holders of the QUIPS. Because only a portion of the QUIPS is being redeemed, the trustee will select the QUIPS to be redeemed in accordance with the rules of The Depository Trust & Clearing Corporation, and no action by holders of QUIPS is required to effect the redemption. Copies of the notice of redemption, which more fully describe the redemption process and rights of holders, may be obtained from The Bank of New York, the paying agent for the QUIPS, by calling Bondholder Relations at 1-800-254-2826. The address for The Bank of New York is:

 111 Sanders Creek Parkway

 East Syracuse, New York 13057

 Attention: Corporate Trust Operations

The CUSIP numbers for the QUIPS are 91136H306 and 91136H207.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world, with an integrated network of more than 760 rental locations in 48 states, 10 Canadian provinces and Mexico. The company's 14,000 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers for rent over 20,000 classes of rental equipment with a total original cost of $4.2 billion. United Rentals is a member of the Standard & Poor's MidCap 400 Index and the Russell 2000 Index® and is headquartered in Greenwich, Conn. Additional information about United Rentals is available at unitedrentals.com.

Certain statements in this press release contain and incorporate by reference forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements can generally be identified by words such as “believes,” “expects,” “plans,” 

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“intends,” “projects,” “forecasts,” “may,” “will,” “should,” “on track” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of strategy or outlook. Our businesses and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, the following: (1) weaker or unfavorable economic or industry conditions can reduce demand and prices for our products and services, (2) non-residential construction spending, or governmental funding for highway, infrastructure and other construction projects, may not reach expected levels, (3) we may not have access to capital that our businesses or growth plans may require, (4) any companies we acquire could have undiscovered liabilities, may strain our management capabilities or may be difficult to integrate, (5) rates we can charge may increase less than anticipated, or costs we incur may increase more than anticipated, (6) we have significant leverage, which requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions, (7) we have not yet successfully remediated a previously identified material weakness in our internal controls relating to our financial close process, (8) we are subject to an ongoing inquiry by the SEC, and there can be no assurance that its outcome will not require additional changes in our accounting policies and practices, restatements of financial statements, revisions of results or guidance, or otherwise have adverse consequences for us, and (9) we may incur additional significant expenses in connection with the SEC inquiry, our related internal reviews, the class action lawsuits and derivative actions that were filed in light of the SEC inquiry, or other litigation, regulatory or investigatory matters, related thereto or otherwise. For a fuller description of these and other possible uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2005, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

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Contact:

Chuck Wessendorf

VP, Investor Relations and Corporate Communications

United Rentals, Inc.

(203) 618-7318

cwessendorf@ur.com

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