exv4w2












Exhibit 4.2




RSC EQUIPMENT RENTAL, INC.

RSC HOLDINGS III, LLC




REGISTRATION RIGHTS AGREEMENT




November 17, 2009




Deutsche Bank Securities Inc.

Morgan Stanley & Co. Incorporated

Banc of America Securities LLC

J.P. Morgan Securities Inc.

Wells Fargo Securities, LLC

Barclays Capital Inc.





	c/o 	Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005





Ladies and Gentlemen:




          RSC Equipment Rental, Inc., an Arizona corporation, and RSC Holdings III, LLC, a Delaware
limited liability company, (together, the “Issuers”), propose to issue and sell to Deutsche Bank
Securities Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, J.P. Morgan
Securities LLC, Wells Fargo Securities, LLC and Barclays Capital Inc. (collectively, the
“Purchasers”), upon the terms set forth in the purchase agreement dated as of November 2, 2009 (the
“Purchase Agreement”), $200,000,000 aggregate principal amount of their 101/4% Senior Notes Due 2019
(the “Notes”). The Notes will be issued pursuant to the provisions of an Indenture, dated as of
November 17, 2009 (as supplemented from time to time, the “Indenture”), between the Issuers and
Wells Fargo Bank, National Association, as Trustee (the “Trustee”). Terms used but not defined in
this agreement shall have the meanings assigned to them in the Purchase Agreement.




          As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of
a condition to your obligations thereunder, the Issuers agree with the Purchasers, for the benefit
of the registered holders of the Notes (including, without limitation, the Purchasers), the
Exchange Notes (as defined below) and the Private Exchange Notes (as defined below) (collectively,
the “Holders”), as follows:




          SECTION 1. Registration Exchange Offer. To the extent not prohibited by any
applicable law or interpretation of the staff of the Securities and Exchange
Commission (the “Commission”), the Issuers shall use their commercially reasonable ef-











 



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forts to file with the Commission, a registration statement (the “Exchange Offer Registration Statement”) on
an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with
respect to an offer (the “Registration Exchange Offer”) to the Holders of Transfer Restricted Notes
(as defined in Section 6 hereof) who are not prohibited by any law or policy of the Commission from
participating in the Registration Exchange Offer to issue and deliver to such Holders, in exchange
for the Notes, a like aggregate principal amount of debt securities (the “Exchange Notes”) of the
Issuers issued under the Indenture and identical in all material respects to the Notes (except for
the transfer restrictions relating to the Notes) that would be registered under the Securities Act.
The Issuers shall use their commercially reasonable efforts to cause such Exchange Offer
Registration Statement to become effective under the Securities Act within 330 days after the date
of original issue of the Notes and shall keep the Exchange Offer Registration Statement open for
not less than 20 Business Days (or longer, if required by applicable law) after the date notice of
the Registration Exchange Offer is mailed to the Holders (such period being called the “Exchange
Offer Registration Period”).




          If the Issuers effect the Registration Exchange Offer, the Issuers will be entitled to close
the Registration Exchange Offer 30 days after the commencement thereof provided that the Issuers
have accepted all the Notes theretofore validly tendered in accordance with the terms of the
Registration Exchange Offer.




          Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Issuers shall promptly commence the Registration Exchange Offer, it being the objective of such
Registration Exchange Offer to enable each Holder of Transfer Restricted Notes (as defined below)
electing to exchange such Transfer Restricted Notes for Exchange Notes (assuming that such Holder
is not an affiliate of the Issuers within the meaning of the Securities Act, acquires the Exchange
Notes in the ordinary course of such Holder’s business and has no arrangements with any person to
participate in the distribution of the Exchange Notes and is not prohibited by any law or policy of
the Commission from participating in the Registration Exchange Offer) to trade such Exchange Notes
from and after their receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of the United States.
In connection with such Registration Exchange Offer, the Issuers shall use their commercially
reasonable efforts to consummate the Registration Exchange Offer and shall comply in all material
respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and other applicable laws and regulations in connection with the Registration
Exchange Offer.




          The Issuers acknowledge that, pursuant to current interpretations by the Commission’s staff of
Section 5 of the Securities Act, in the absence of an applicable exemption therefrom (i) each
Holder which is a broker-dealer electing to exchange Notes acquired for its own account as a result
of market-making activities or other trading activities
for Exchange Notes (an “Exchanging Dealer”) is required to deliver a prospectus contain-











 



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ing the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section, and in Annex C hereto in the
“Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange
Notes received by such Exchanging Dealer pursuant to the Registration Exchange Offer and (ii) if
the Purchasers are permitted to and elect to sell Exchange Notes acquired in exchange for Notes
constituting any portion of an unsold allotment, they are required to deliver a prospectus
containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act,
as applicable, in connection with such sale.




          The Issuers shall include within the prospectus contained in the Exchange Offer Registration
Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Purchasers, which
shall contain a summary statement of the positions taken or policies made by the staff of the
Commission with respect to the potential “underwriter” status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by
such broker-dealer in the Registration Exchange Offer (a “Participating Broker-Dealer”), whether
such positions or policies have been publicly disseminated by the staff of the Commission or such
positions or policies, in the reasonable judgment of the Purchasers based upon advice of counsel
(which may be in-house counsel), represent the prevailing views of the staff of the Commission.




          The Issuers shall use their commercially reasonable efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus contained therein, in
order to permit such prospectus to be lawfully delivered by the Purchasers and all Exchanging
Dealers subject to the prospectus delivery requirements of the Securities Act and shall make such
prospectuses available to the Purchasers and such Exchanging Dealers for such period of time after
the consummation of the Registration Exchange Offer as such persons must comply with such
requirements in order to resell the Exchange Notes; provided, however, that such period shall
expire upon the earlier of the 90th day after the Exchange Offer has been completed and
such time as such Exchanging Dealers no longer own any Transfer Restricted Notes.




          The Issuers shall make available for a period of 90 days after the consummation of the
Registration Exchange Offer, a copy of the prospectus, and any amendment or supplement thereto,
forming part of the Exchange Offer Registration Statement to any broker-dealer for use in
connection with any resale of any Exchange Notes.




          If, upon consummation of the Registration Exchange Offer, any Purchaser holds Notes acquired
by it as part of its initial distribution, the Issuers, simultaneously with the delivery of the
Exchange Notes pursuant to the Registration Exchange Offer, shall issue and deliver to such
Purchaser upon the written request of such Purchaser, in exchange (the “Private Exchange”) for the
Notes held by such Purchaser, a like principal amount of
debt securities of the Issuers issued under the Indenture identical in all material respects










 



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(including the existence of restrictions on transfer under the Securities Act and the securities
laws of the several states of the United States) to the Notes (the “Private Exchange Notes”). The
Notes, the Exchange Notes and the Private Exchange Notes are herein collectively called the
“Securities”.




          In connection with the Registration Exchange Offer, the Issuers shall:





     (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and related
documents;




     (b) keep the Registration Exchange Offer open for not less than 20 Business Days (or
longer, if required by applicable law) after the date notice thereof is mailed to the
Holders;




     (c) utilize the services of a depositary for the Registration Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;




     (d) permit Holders to withdraw tendered Notes at any time prior to the close of
business, New York time, on the last business day on which the Registration Exchange Offer
shall remain open; and




     (e) otherwise comply in all material respects with all applicable laws.



          As soon as practicable after the close of the Registration Exchange Offer or the Private
Exchange, as the case may be, the Issuers shall:





     (i) accept for exchange all the Notes validly tendered and not withdrawn pursuant to
the Registration Exchange Offer and the Private Exchange;




     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all the Notes
so accepted for exchange; and




     (iii) issue, and cause the Trustee to authenticate and deliver promptly to each Holder
of the Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in
principal amount to the Notes of such Holder so accepted for exchange.



          The Indenture will provide that the Exchange Notes will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote and consent together
on all matters as one class and that none of the Securities will have the right to vote or consent
as a class separate from one another on any matter.










 



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          Interest on each Exchange Note and Private Exchange Note issued pursuant to the Registration
Exchange Offer and in the Private Exchange will accrue (i) from the later of (a) the last interest
payment date on which interest was paid on the Notes surrendered in exchange therefor or (b) if the
Note is surrendered for exchange on a date in a period which includes the record date for an
interest payment date to occur on or after the date of such exchange and as to which interest will
be paid, the date of such interest payment date or (ii) if no interest has been paid on the Notes,
from November 17, 2009.




          Each Holder participating in the Registration Exchange Offer shall be required to represent to
the Issuers that at the time of the consummation of the Registration Exchange Offer (i) any
Exchange Notes received by such Holder will be acquired in the ordinary course of business, (ii)
such Holder has no arrangements or understanding with any person to participate in the distribution
of the Notes or the Exchange Notes within the meaning of the Securities Act, (iii) such Holder is
not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Issuers, or if it is an
affiliate, such Holder will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is
not engaged in, and does not intend to engage in, the distribution of the Exchange Notes, (v) if
such Holder is a broker-dealer, that it will receive Exchange Notes for its own account in exchange
for Notes that were acquired as a result of market-making activities or other trading activities
and that it will be required to acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Notes and (vi) such Holder is not acting on behalf of any person who
could not truthfully make the foregoing representations.




          Notwithstanding any other provisions hereof, the Issuers will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus,
at the time of issuance does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading.




          SECTION 2. Shelf Registration. If (i) the Issuers determine that a Registration
Exchange Offer, as contemplated by Section 1 hereof, is not available or may not be consummated as
soon as practicable after the last date the Registration Exchange Offer is open because it would
violate applicable law or the applicable interpretations of the staff of the Commission, (ii) the
Registration Exchange Offer is not consummated within 360 days of the date of original issue of the
Notes, (iii) the Purchasers so request with respect










 



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to the Notes (or the Private Exchange Notes) not eligible to be exchanged for Exchange Notes
in the Registration Exchange Offer and held by them following consummation of the Registration
Exchange Offer or (iv) any Holder (other than a Purchaser) shall be, and shall notify the Issuers
that such holder is, prohibited by law or Commission policy from participating in the Exchange
Offer or such holder may not resell the Exchange Notes acquired in the Registration Exchange Offer
to the public without delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not available for such resales by such holder (other than in either case
(x) due solely to the status of such holder as an affiliate of the Issuers within the meaning of
the Securities Act or (y) due to such holder’s inability to make the representations set forth in
the second to last paragraph of Section 1 hereof) and any such holder so requests, the Issuers
shall, in lieu of (or, in the case of clauses (iii) and (iv), in addition to) conducting the
Registration Exchange Offer contemplated by Section 2, take the following actions:





     (a) The Issuers shall use commercially reasonable efforts to prepare and file, as
promptly as practicable, with the Commission and thereafter to cause to be declared
effective no later than 240 days after the date on which the obligation to file under this
Section 2 a registration statement (the “Shelf Registration Statement” and, together with
the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate
form under the Securities Act relating to the offer and sale of the Transfer Restricted
Notes by the Holders thereof from time to time in accordance with the methods of
distribution set forth in the Shelf Registration Statement and Rule 415 under the
Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder
(other than the Purchasers) shall be entitled to have any Securities held by it covered by
such Shelf Registration Statement unless such Holder agrees in writing to be bound by all
the provisions of this Agreement applicable to such Holder.




     (b) The Issuers shall use commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of the relevant Securities, until the one
year anniversary of the effectiveness of the Shelf Registration Statement (or for such
longer period if extended pursuant to Section 3(j) below) or such shorter period that will
terminate when all the Securities covered by the Shelf Registration Statement have been
sold pursuant thereto.




     (c) Notwithstanding any other provisions of this Agreement to the contrary, the
Issuers shall cause the Shelf Registration Statement and the related prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of the
Commission and (ii) not to contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or neces-









 



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sary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the
filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a
reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times
during any calendar year (each, a “Shelf Suspension Period”), if the Board of
Directors/Member of the Issuers determines reasonably and in good faith that (x) the filing of any
such Shelf Registration Statement or the continuing effectiveness thereof would require the
disclosure of non-public material information that, in the reasonable judgment of the Board of
Directors/Member of the Issuers, would be detrimental to the Issuers if so disclosed or would
otherwise materially adversely affect a financing, acquisition, disposition, merger or other
material transaction or (y) such action is required by applicable law.




          SECTION 3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registration Exchange Offer
contemplated by Section 1 hereof, the following provisions shall apply:





     (a) The Issuers shall (i) furnish to the Purchasers, prior to the filing thereof with
the Commission, a copy of the Registration Statement and each amendment thereof and each
supplement, if any, to the prospectus included therein and shall not file any such
Registration Statement or amendment thereto or any prospectus or any supplement thereto
(including such documents which, upon filing, would be incorporated or deemed to be
incorporated by reference therein and amendments to such documents other than documents
required to be filed pursuant to the Exchange Act) to which the Purchasers shall reasonably
object, except for any Registration Statement or amendment thereto or prospectus or
supplement thereto (a copy of which has been previously furnished to the Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, the Holders and their
counsel)) which counsel to the Issuers has advised the Issuers in writing is required to be
filed in order to comply with applicable law; (ii) include information substantially to the
effect set forth (A) in Annex A hereto on the cover of a prospectus forming part of the
Exchange Offer Registration Statement, (B) in Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section, (C) in Annex C hereto
in the “Plan of Distribution” section of the prospectus forming a part of the Exchange
Offer Registration Statement and (D) in Annex D hereto in the Letter of Transmittal
delivered pursuant to the Registration Exchange Offer; (iii) to the extent required by law
or interpretation of the staff of the Commission, if requested by the Purchasers, include
the information required by Item 507 or 508 of Regulation S-K under the Securities Act, as
applicable, in the prospectus forming a part of the Exchange Offer Registration Statement;
and (iv) to









 



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the extent required by law or interpretation of the staff of the Commission, in the
case of a Shelf Registration Statement, include the names of the Holders who propose to
sell Securities pursuant to the Shelf Registration Statement as selling securityholders.




     (b) The Issuers shall promptly notify the Purchasers, the Holders and any
Participating Broker-Dealer from whom the Issuers have received prior written notice
stating that it will be a Participating Broker-Dealer in the Registration Exchange Offer
(which notice pursuant to clauses (ii) through (v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes have been
made), and, if requested by the Purchasers, the Holders or any such Participating
Broker-Dealer shall confirm to the Issuers such notice in writing:




     (i) when the Registration Statement or any amendment thereto has been filed
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;




     (ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for additional
information;




     (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose;




     (iv) of the receipt by the Issuers or their legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose;




     (v) of the happening of any event that requires the Issuers to make changes in
the Registration Statement or the prospectus in order that the Registration
Statement or the prospectus does not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; and




     (vi) of any determination by the Issuers that a post-effective amendment to a
Registration Statement would be appropriate.




     (c) The Issuers shall make all commercially reasonable efforts to prevent the
issuance, and if issued to obtain the withdrawal at the earliest possible time, of any
order suspending the effectiveness of the Registration Statement and









 



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shall provide prompt written notice to the Purchasers and each Holder of the
withdrawal of any such order.




     (d) The Issuers shall furnish to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, at least one conformed copy of the
Shelf Registration Statement and any post-effective amendment thereto, including financial
statements and schedules (without documents incorporated therein by reference or exhibits
thereto, unless a Holder so requests in writing).




     (e) The Issuers shall deliver to the Purchasers, and to any other Holder that so
requests, without charge, at least one conformed copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial statements and
schedules (without documents incorporated therein by reference or exhibits thereto, unless
the Purchasers or any such Holder so requests in writing).




     (f) The Issuers shall deliver to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, as many copies of the prospectus
(including each preliminary prospectus) included in the Shelf Registration Statement and
any amendment or supplement thereto as such person may reasonably request. The Issuers
consent, subject to the provisions of this Agreement, to the use of the prospectus or any
amendment or supplement thereto by each of the selling Holders of the Securities in
connection with the offering and sale of the Securities covered by, and as contemplated by,
the prospectus, or any amendment or supplement thereto, included in the Shelf Registration
Statement.




     (g) The Issuers shall deliver to the Purchasers, any Participating Broker-Dealer or
any Exchanging Dealer, without charge, as many copies of the final prospectus included in
the Exchange Offer Registration Statement and any amendment or supplement thereto as such
person may reasonably request, during the period not exceeding 90 days following the
consummation of the Registration Exchange Offer. The Issuers consent, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment or supplement
thereto by the Purchasers, if necessary, any Participating Broker-Dealer or Exchanging
Dealer and such other persons required to deliver a prospectus following the Registration
Exchange Offer in connection with the offering and sale of the Exchange Notes covered by
the prospectus, or any amendment or supplement thereto, included in such Exchange Offer
Registration Statement; provided, however, that such persons shall not be authorized by the
Issuers to deliver and shall not deliver any such prospectus after the expiration of the
period referred to in the immediately preceding sentence, in connection with the resales
contemplated by this paragraph.









 



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     (h) Prior to any public offering of the Securities pursuant to any Registration
Statement, the Issuers shall use their commercially reasonable efforts to register or
qualify or cooperate with the Holders of the Securities included therein and their
respective counsel in connection with the registration or qualification of the Securities
for offer and sale under the securities or Blue Sky laws of such states of the United
States as any Holder of the Securities reasonably requests in writing and do any and all
other acts or things necessary or advisable to enable such Holder to offer and sell in such
jurisdictions the Securities covered by such Registration Statement owned by such Holder;
provided, however, that the Issuers shall not be required to (i) qualify as a foreign
corporation in any jurisdiction wherein they would not otherwise be required to qualify but
for the requirements of this Section 3(h), (ii) consent to general service of process in
any such jurisdiction, (iii) make any changes to their certificate of incorporation,
by-laws or other organizational documents, or any agreement between them and any of their
shareholders or (iv) take any action which would subject them to general service of process
or to taxation in any jurisdiction where they are not then so subject.




     (i) The Issuers shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to be sold
pursuant to any Shelf Registration Statement free of any restrictive legends and in such
denominations (consistent with the provisions of the Indenture) and registered in such
names as the Holders may request at least two business days prior to closing of any sale of
the Securities pursuant to such Shelf Registration Statement.




     (j) If any event contemplated by paragraphs (ii) through (vi) of Section 3(b) above
occurs during the period for which the Issuers are required to maintain an effective
Registration Statement, the Issuers shall promptly prepare and file a post-effective
amendment to the Registration Statement or a supplement to the related prospectus and any
other required document so that, as thereafter delivered to Holders of the Notes or
purchasers of Securities, the prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not
misleading. If the Issuers notify the Purchasers, the Holders of the Securities and any
known Participating Broker-Dealer in accordance with paragraphs (ii) through (vi) of
Section 3(b) above to suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Purchasers, the Holders of the Securities and any such
Participating Broker-Dealers shall suspend use of such prospectus until the Issuers have
amended or supplemented the prospectus to correct such misstatement or omission, and the
period of effectiveness of the Shelf Registration Statement provided for in Section 2(b)
above and the Exchange Offer Registration Statement provided for in Section 1 above shall
each be extended by the number of days from and including the









 



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date of the giving of such notice to and including the date when the Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer shall have received
such amended or supplemented prospectus pursuant to this Section 3(j); provided, however,
that the minimum time period before the Issuers shall be entitled to close the Registration
Exchange Offer shall be extended only to the extent required by the Commission. The
Purchasers, each Holder and any Participating Broker-Dealers agree that upon receipt of any
such notice from the Issuers they will not distribute copies of the prospectus that are the
subject of such notice and will retain such copies in their files.




     (k) Not later than the effective date of the applicable Registration Statement, the
Issuers will obtain a CUSIP number for the Exchange Notes or the Private Exchange Notes, as
the case may be, and provide the Trustee with printed certificates for the Notes, the
Exchange Notes or the Private Exchange Notes, as the case may be, in a form eligible for
deposit with The Depository Trust Company.




     (l) The Issuers will comply in all material respects with all rules and regulations of
the Commission to the extent and so long as they are applicable to the Registration
Exchange Offer or the Shelf Registration and will make generally available to their
securityholders (or otherwise provide in accordance with Section 11(a) of the Securities
Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder, no later than 45 days after the end of a 12-month period (or 90
days, if such period is a fiscal year) beginning with the first month of the Issuers’ first
fiscal quarter commencing after the effective date of the Registration Statement, which
statement shall cover such 12-month period.




     (m) The Issuers may require each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Issuers such information regarding the Holder and
the distribution of the Securities as the Issuers may from time to time reasonably request
for inclusion in the Shelf Registration Statement, and the Issuers may exclude from such
registration the Securities of any Holder that fails to furnish such information within a
reasonable time after receiving such request.




     (n) In the case of any Shelf Registration, the Issuers shall enter into such customary
agreements (including if requested an underwriting agreement in customary form) and take
all such other action, if any, as the Holders of a majority of the Securities being sold
shall reasonably request in order to facilitate the disposition of the Securities pursuant
to such Shelf Registration.




     (o) In the case of any Shelf Registration, the Issuers shall make available for
inspection by a representative of the Holders of Securities being sold, its









 



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counsel and an accountant retained by such Holders, in a manner designed to permit
underwriters to satisfy their due diligence investigation under the Securities Act, all
financial and other records, pertinent corporate documents and properties of the Issuers
customarily inspected by underwriters in primary underwritten offerings and cause the
officers, directors and employees of the Issuers and their subsidiaries to supply all
information reasonably requested by, and customarily supplied in connection with primary
underwritten offerings to, any such representative, attorney or accountant in connection
with such registration; provided, however, that any records, information or documents that
are designated by the Issuers as confidential at the time of delivery of such records,
information or documents shall be kept confidential by such persons, unless (i) such
records, information or documents are in the public domain or otherwise publicly available,
(ii) disclosure of such records, information or documents is required by court or
administrative order (subject to the requirements of such order, and only after such person
shall have given the Issuers prompt prior written notice of such requirement so that the
Issuers, at their expense, may undertake appropriate action to prevent disclosure of such
information or records) or (iii) disclosure of such records, information or documents, in
the written opinion of counsel to such person, is otherwise required by law (including,
without limitation, pursuant to the requirements of the Securities Act).




     (p) In the case of any Shelf Registration, the Issuers, if requested by the majority
of Holders of Securities covered thereby, shall (i) cause their counsel to deliver an
opinion and updates thereof relating to the Securities in customary form addressed to such
Holders and the managing underwriters, if any, and dated, in the case of the initial
opinion, the effective date of such Shelf Registration Statement covering matters
customarily covered in opinions requested in underwritten offerings, (ii) cause their
officers to execute and deliver such documents and certificates and updates thereof as may
be reasonably requested by any underwriters of the applicable Securities, and which are
customarily delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Issuers made pursuant to, and to evidence compliance
with any customary conditions contained in, an underwriting agreement and (iii) cause their
independent public accountants to provide to the majority of selling Holders of the
applicable Securities and any underwriter therefor a comfort letter in customary form and
covering matters of the type customarily covered in comfort letters in connection with
primary underwritten offerings, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72 (or any
successor bulletins).




     (q) If a Registration Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Notes by Holders to the Issuers (or to such other person as directed by the
Issuers) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may
be, the Issuers shall mark, or cause to be









 



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marked, on the Notes so exchanged that such Notes are being canceled in exchange for
the Exchange Notes or the Private Exchange Notes, as the case may be, and in no event shall
the Notes be marked as paid or otherwise satisfied.




     (r) In the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting syndicate (within
the meaning of the Conduct Rules of the Financial Industry Regulatory Authority, Inc.
(“FINRA”)) thereof, as an underwriter, the Issuers shall use commercially reasonable
efforts to assist such broker-dealer in complying with the requirements of such Rules and
By-Laws, including, without limitation, the Conduct Rules of FINRA.



          SECTION 4. Registration Expenses. The Issuers shall jointly and severally pay or
cause to be paid all fees and expenses incident to the performance of or compliance with this
Agreement by the Issuers including, without limitation, (i) all Commission and, if applicable, any
FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or Blue Sky laws (including reasonable fees and disbursements of
counsel for any underwriters or Holders in connection with Blue Sky qualification of any of the
Securities), (iii) all expenses of any persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any prospectus, any amendments or
supplements thereto, and all expenses of printing any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance with this Agreement,
(iv) all rating agency fees, and (v) the fees and disbursements of counsel for the Issuers, and in
the event of a Shelf Registration, the reasonable fees and disbursements of one firm of counsel
designated by the Holders of a majority in principal amount of the Securities covered thereby, and
of the independent public accountants of the Issuers, including the expense of any special audits
or “cold comfort” letters required by or incident to such performance and compliance, but excluding
fees and expenses of counsel to the underwriters and underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Securities by a Holder.
Notwithstanding the foregoing, the holders of the Exchange Notes being registered shall pay all
agency fees and commissions and underwriting discounts and commissions attributable to the sale of
such Exchange Notes and the fees and disbursements of any counsel or other advisors or experts
retained by such holders (severally or jointly), other than the counsel and experts specifically
referred to above.




          SECTION 5. Indemnification. (a) The Issuers jointly and severally agree to indemnify
and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control
with, or is controlled by, such Holder or such Participating Broker-Dealer, from and against any
and all losses, claims, damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in










 



-14-



connection with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in a Registration Statement or
prospectus (as amended or supplemented if the Issuers shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state therein a material
fact required to be stated to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement or omission based
upon information relating to such Holder or Participating Broker-Dealer furnished to the Issuers in
writing by such Holder or Participating Broker-Dealer expressly for use therein.




          (b) Each Holder of the Securities, severally and not jointly, agrees to indemnify and hold
harmless the Issuers, other selling Holders, directors of the Issuers, the officers of the Issuers
and each person, if any, who controls the Issuers or any selling Holders, within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Issuers to such Holder, but only with reference to information
relating to such Holder furnished to the Issuers in writing by such Holder expressly for use in a
Registration Statement, any preliminary prospectus, prospectus or any amendments or supplements
thereto.




          (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to either paragraph (a)
or (b) above, such person (the “indemnified party”) shall promptly notify the person against whom
such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified
party to represent the indemnified party and any others the indemnifying party may designate in
such proceeding and shall pay the reasonable fees and expenses of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related proceedings in the
same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm
(in addition to any local counsel) for all such indemnified parties and that all such reasonable
fees and expenses shall be reimbursed as they are incurred. If an indemnified party includes (x)
the Purchasers or such controlling persons of the Purchasers, such firm shall be designated in
writing by Deutsche Bank Securities Inc. or (y) Holders of Securities (other than the Purchasers)
or controlling persons of such Holders, such firm shall be designated in writing by Holders of a
majority










 



-15-



in aggregate principal amount of such Securities. In all other cases, such firm shall be
designated by the Issuers. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the
second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i) such settlement is
entered into more than 90 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with
such request prior to the date of such settlement. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims that are the subject
matter of such proceeding and for which indemnity could have been sought hereunder.




          (d) To the extent the indemnification provided for in paragraph (a) or (b) of this Section 5
is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the indemnifying party or
parties on the one hand and the indemnified party or parties on the other hand or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the indemnifying party or parties on the one hand and the indemnified party
or parties on the other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the Issuers on the one hand and any such Holder, Participating
Broker-Dealer or other party on the other hand shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Notes (before deducting expenses) received
by the Issuers and the total discounts and commissions received or realized by such Holder,
Participating Broker-Dealer or other party in respect thereof, in each case as set forth in the
Offering Memorandum, bear to the aggregate offering price of such Securities. The relative fault
of the parties shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Issuers or by










 



-16-



such Holder, Participating Broker-Dealer or other party and the parties relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Holders’ respective obligations to contribute pursuant to this Section 5 are several in
proportion to the respective amount of Notes they have purchased, not joint.




          (e) The Issuers and each Holder agree that it would not be just or equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d)
of this Section 5. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5, no Holder of Securities shall be required to
contribute any amount in excess of the amount by which the total price at which the Securities were
sold by such Holder pursuant to a Registration Statement exceeds the amount of any damages that
such Holders have otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.




          (f) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of any Holder or Participating Broker-Dealer or any person
controlling such Holder or Participating Broker-Dealer or by or on behalf of the Issuers, their
officers or directors or any person controlling the Issuers and (iii) the sale of the Securities.
The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law or in equity.




          SECTION 6. Additional Interest Under Certain Circumstances. (a) Additional interest
(the “Additional Interest”) with respect to the Securities shall be assessed as follows if any of
the following events occurs (each such event in clauses (i) through (iii) below a “Failure to
Register”):





     (i) if (A) by the 330th day following the date hereof the Exchange Offer Registration
Statement has not been declared effective by the Commission or (B) by the 240th day
following the date on which the obligation to file a Shelf Registration Statement under
Section 2 is triggered, the Shelf Registration Exchange Offer has not been declared
effective by the Commission;




     (ii) if by the 360th day following the date hereof the Registration Exchange Offer is
not consummated; or















 





-17-





     (iii) if any Shelf Registration Statement required by Section 2 hereof is filed and
declared effective, and during the period the Issuers are required to use their
commercially reasonable efforts to cause the Shelf Registration Statement to remain
effective, (x) the Issuers shall have suspended the Shelf Registration Statement pursuant
to Section 2 hereof for more than 60 days in the aggregate in any consecutive twelve-month
period and be continuing to suspend the availability of the Shelf Registration Statement or
(y) the Shelf Registration Statement shall cease to be effective (other than by action of
the Issuers pursuant to the last paragraph of Section 2 hereof) without being replaced
within 90 days by a shelf registration statement that is filed and declared effective.



          Additional Interest will accrue on the Notes, for the period from the occurrence of a Failure
to Register (but only with respect to one Failure to Register at any particular time) until such
time as all Failures to Register have been cured at a rate per annum equal to 0.25% during the
first 90-day period following the occurrence of such Failure to Register, which rate shall increase
by 0.25% during each subsequent 90-day period, up to a maximum of 0.50% regardless of the number of
Failures to Register that shall have occurred and be continuing.



          (b) A Failure to Register referred to in Section 6(a)(iii) shall be deemed not to have
occurred and be continuing in relation to a Registration Statement or the related prospectus if (i)
such Failure to Register has occurred solely as a result of (x) the filing of a post-effective
amendment to such Registration Statement to incorporate annual audited financial information with
respect to the Issuers where such post-effective amendment is not yet effective and needs to be
declared effective to permit Holders to use the related prospectus or (y) the occurrence of other
material events or developments with respect to the Issuers that would need to be described in such
Registration Statement or the related prospectus and (ii) in the case of clause (y), the Issuers
are proceeding promptly and in good faith to amend or supplement such Registration Statement and
related prospectus to describe such events or, in the case of material developments that the
Issuers determine in good faith must remain confidential for business reasons, the Issuers are
proceeding promptly and in good faith to take such steps as are necessary so that such developments
need no longer remain confidential.



          (c) Any amounts of Additional Interest due pursuant to Section 6(a)(i), (a)(ii) or (a)(iii)
above will be payable in cash on the regular interest payment dates with respect to the Notes. The
amount of Additional Interest will be determined by multiplying the applicable Additional Interest
rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.









 



-18-


          (d) “Transfer Restricted Notes” means each Security until (i) the date on which such Transfer
Restricted Note has been exchanged by a person other than a broker-dealer for a freely transferable
Exchange Note in the Registration Exchange Offer, (ii) following the exchange by a broker-dealer in
the Registration Exchange Offer of a Transfer Restricted Note for an Exchange Note, the date on
which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to
the date of such sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Transfer Restricted Note has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf Registration Statement or
(iv) the date on which such Transfer Restricted Note is distributed to the public pursuant to Rule
144 under the Securities Act.



          SECTION 7. Rules 144 and 144A. The Issuers shall use their commercially reasonable
efforts to file the reports required to be filed by them under the Securities Act and the Exchange
Act in a timely manner and, if at any time the Issuers are not required to file such reports, they
will, upon the reasonable request of any Holder of Transfer Restricted Notes, make publicly
available other information so long as necessary to permit sales of Securities pursuant to Rules
144 and 144A. The Issuers covenant that they will take such further action as any Holder of
Transfer Restricted Notes may reasonably request, all to the extent required from time to time to
enable such Holder to sell Transfer Restricted Notes without registration under the Securities Act
within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements
of Rule 144A(d)(4)). The Issuers will provide a copy of this Agreement to prospective purchasers
of Notes identified to the Issuers by the Purchasers upon request. Upon the reasonable request of
any Holder of Transfer Restricted Notes, the Issuers shall deliver to such Holder a written
statement as to whether they have complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Issuers to register any of their
securities pursuant to the Exchange Act.



          SECTION 8. Underwritten Registrations. If any of the Transfer Restricted Notes
covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will administer the offering (“Managing
Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such
Transfer Restricted Notes and any Additional Notes included in such offering; provided, however,
that the Managing Underwriters shall be reasonably satisfactory to the Issuers.



          No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Notes on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such underwriting arrangements.









 



-19-


          SECTION 9. Miscellaneous.



          (a) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given, except by the Issuers and the written consent of the Holders of a majority in principal
amount of the Securities affected by such amendment, modification, supplement, waiver or consent.



          (b) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier
which guarantees overnight delivery:




     (1) if to a Holder of the Securities, at the most current address given by such Holder
to the Issuers in accordance with the provisions of this Section 9(b), which address
initially is, with respect to each Holder, the address of such Holder to which confirmation
of the sale of the Notes to such Holder was first sent by the Purchasers, with a copy in
like manner to you as follows:




Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Facsimile: (212) 250-7200

Attention: Corporate Finance



     with a copy to:




Cahill Gordon & Reindel LLP 

80 Pine Street

New York, New York 10005

Facsimile: (212) 269-5420

Attention: William B. Gannett, Esq.

                    Stuart G. Downing, Esq.




(2) if to the Issuers, at the following address:




RSC Equipment Rental, Inc.

6929 E. Greenway

Scottsdale, Arizona 85254

Facsimile: (480) 905-3300

Attention: Director of Communications









 



-20-


- and -





Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Facsimile: (212) 909-6836

Attention: Matthew E. Kaplan, Esq.



          All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator,
if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.



          (c) No Inconsistent Agreements. The Issuers have not, as of the date hereof, entered
into, nor shall they, on or after the date hereof, enter into, any agreement with respect to their
securities that is inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof.



          (d) Successors and Assigns. This Agreement shall be binding upon the Issuers and
their respective successors and assigns.



          (e) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement. Execution
and delivery of this agreement by delivery of a facsimile or an electronically recorded copy
(including a .pdf file) bearing a copy of the signature of a party shall constitute a valid and
binding execution and delivery of this agreement by such party. Such copies shall constitute
enforceable original documents.



          (f) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



          (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.



          (h) Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.









 



-21-


          (i) Securities Held by the Issuers. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities held by
the Issuers or their affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage.









 



-1-


          If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Issuers a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement between the Purchasers and the Issuers in accordance with its
terms.




	 	 	 	 	 
	 	RSC EQUIPMENT RENTAL, INC.

 	 
	 	By:  	/s/ Kevin J. Groman
 	 
	 	 	Name:  	Kevin J. Groman 	 
	 	 	Title:  	Senior Vice President, General
Counsel and Corporate Secretary 	 
	 
	 	RSC HOLDINGS III, LLC

 	 
	 	By:  	RSC Holdings II, LLC,
 its manager and sole member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                /s/ Kevin J. Groman
 	 
	 	 	Name:  	Kevin J. Groman 	 
	 	 	Title:  	Senior Vice President, General
Counsel and Corporate Secretary 	 









 



-2-

	 	 	 	 	 




Accepted as of the date hereof:



Deutsche Bank Securities Inc.

Morgan Stanley & Co. Incorporated

Banc of America Securities LLC

J.P. Morgan Securities Inc.

Wells Fargo Securities, LLC

Barclays Capital Inc.




Acting severally on behalf of

themselves and the several

Purchasers




	 	 	 	 	 
	 	 	 
	By:  	Deutsche Bank Securities Inc.
 	 	 
	 	 	 	 
	 	 	 
	By:  	        /s/ Stephanie Perry
 	 	 
	 	Name:  	Stephanie Perry 	 	 
	 	Title:  	Managing Director 	 	 
	 	 
	 	 	 
	By:  	               /s/ Frank Fazio
 	 	 
	 	Name:  	Frank Fazio 	 	 
	 	Title:  	Managing Director 	 	 
	 	 










 



 




ANNEX A




          Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of such
Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the
meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Issuers have agreed that, for
a period of 90 days after the Expiration Date (as defined herein), it will make this Prospectus
available to any broker-dealer for use in connection with any such resale. See “Plan of
Distribution”.











 



 




ANNEX B




          Each broker-dealer that receives Exchange Notes for its own account in exchange for Notes,
where such Notes were acquired by such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Notes. See “Plan of Distribution”.











 



 




ANNEX C




PLAN OF DISTRIBUTION




          Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of such
Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes
where such Notes were acquired as a result of market-making activities or other trading activities.
The Issuers have agreed that, for a period of 90 days after the Expiration Date, they will make
this prospectus, as amended or supplemented, available to any broker-dealer for use in connection
with any such resale. In addition, until      , 200[ ], all dealers effecting transactions
in the Exchange Notes may be required to deliver a prospectus.1




          The Issuers will not receive any proceeds from any sale of Exchange Notes by broker-dealers.
Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may
be sold from time to time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Notes or a combination of such methods
of resale, at market prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer or the purchasers of any such Exchange Notes. Any broker-dealer that
resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer
and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed
to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale
of Exchange Notes and any commission or concessions received by any such persons may be deemed to
be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the Securities Act.




          For a period of 90 days after the Expiration Date the Issuers will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Issuers have






 




			
	1	 	In addition, the legend required by Item 502(e) of
Regulation S-K will appear on the back cover page of the Exchange Offer
prospectus.










 




-2-





agreed to pay all expenses incident to the Exchange Offer other than commissions or
concessions of any brokers or dealers and transfer taxes.











 




 




ANNEX D





	 	o	 	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.


	 
	 	 	 	Name:

Address:




If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were
acquired as a result of market-making activities or other trading activities, it acknowledges that
it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it
is an “underwriter” within the meaning of the Securities Act.