exv10w1





Exhibit 10.1



Execution Copy




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




          FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”),
dated as of November 9, 2009, among RSC HOLDINGS II, LLC, a Delaware limited liability company
(“Holdings”), RSC HOLDINGS III, LLC, a Delaware limited liability company (the “Parent
Borrower”), RSC EQUIPMENT RENTAL, INC., an Arizona corporation (“RSC”), RSC EQUIPMENT
RENTAL OF CANADA LTD., a corporation incorporated and existing under the laws of the Province of
Alberta (“RSC Canada”, and together with the Parent Borrower and RSC, the
“Borrowers”), the Lenders (as defined below) party hereto, DEUTSCHE BANK AG, NEW YORK
BRANCH, as U.S. administrative agent (in such capacity, the “U.S. Administrative Agent”)
and DEUTSCHE BANK AG, CANADA BRANCH, as Canadian administrative agent (in such capacity, the
“Canadian Administrative Agent”). All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the Credit Agreement (as
defined below).




W I T N E S S E T H:




          WHEREAS, Holdings, the Borrowers, the banks and other financial institutions from time to time
party thereto (the “Lenders”), the U.S. Administrative Agent and the Canadian
Administrative Agent are party to an Amended and Restated Credit Agreement, dated as of November
27, 2006 and amended and restated as of July 30, 2009 (as amended, restated, amended and restated,
modified and supplemented to, but not including, the date hereof, the “Credit Agreement”);
and




          WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish
to amend and/or modify the Credit Agreement as herein provided;




          NOW, THEREFORE, it is agreed:



I. Amendments to Credit Agreement.




     1. Subsection 1.1 of the Credit Agreement is hereby amended by inserting the following
new definitions in the appropriate alphabetical order:




     “First Amendment”: the First Amendment to this Agreement, dated as of November
9, 2009.




     “First Amendment Effective Date”: as defined in the First Amendment.



     2. The definition of “Specified Equity Contribution” appearing in Subsection 1.1 of
the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of
clause (c) of such definition and (ii) inserting the following new text immediately prior to the
period at the end of such definition:




“and (e) such equity contribution is not used, directly or indirectly, to (i) prepay
or repurchase Second Lien-Term Loans or (ii) redeem or repurchase Senior Notes”



 









 





     3. Subsection 8.2(o) to the Credit Agreement is hereby amended by (i) inserting the
phrase “(less any original issue discount, if applicable)” immediately after the phrase “the
principal amount (or accreted value, if applicable) thereof” in clause (i) of the proviso to such
subsection and (ii) inserting the phrase “(including any underwriting discounts or commissions)”
immediately after the phrase “fees and expenses” in clause (i) of the proviso to such subsection.



     4. Subsection 8.13 of the Credit Agreement is hereby amended by inserting the
following new clause (i) immediately following clause (h) appearing in such subsection:




     “(i) Notwithstanding the foregoing, so long as no Default or Event of Default has
occurred and is continuing or would result therefrom, the Borrowers shall be permitted to
make optional (i) prepayments or repurchases of Second-Lien Term Loans with (x) the proceeds
of refinancing Indebtedness in respect of such Second-Lien Term Loans incurred in compliance
with Section 8.2(o) and/or (y) proceeds received (directly or indirectly) by the Parent
Borrower from equity issuances by any Parent Entity of its Capital Stock; provided
that if any such proceeds described in preceding clause (x) or (y) are utilized to prepay or
repurchase Second-Lien Term Loans at a discount below par, the Borrowers shall have entered
into arrangements reasonably satisfactory to the U.S. Administrative Agent to ensure that
such prepayments or repurchases are financed solely with proceeds of such refinancing
Indebtedness or such equity issuance, as the case may be, prior to the incurrence of any
such refinancing Indebtedness or such equity issuance, as the case may be, and (ii)
redemptions or repurchases of Senior Notes with (x) the proceeds of refinancing Indebtedness
in respect of such Senior Notes incurred in compliance with Section 8.2(o) and/or (y)
proceeds received (directly or indirectly) by the Parent Borrower from equity issuances by
any Parent Entity of its Capital Stock.”


II. Miscellaneous Provisions.




     1. In order to induce the Lenders to enter into this First Amendment, Holdings and each
Borrower hereby represent and warrant that:




     (a) no Default or Event of Default exists as of the First Amendment Effective Date (as
defined below), both immediately before and immediately after giving effect to this First
Amendment; and




     (b) all of the representations and warranties contained in the Credit Agreement and in
the other Loan Documents are true and correct in all material respects on the First
Amendment Effective Date, both immediately before and immediately after giving effect
thereto, with the same effect as though such representations and warranties had been made on
and as of the First Amendment Effective Date (unless such representation or warranty relates
to a specific date, in which case such representation or warranty shall be true and correct
in all material respects as of such specific date).



     2. This First Amendment is limited as specified and shall not constitute or be deemed to
constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or
any other Loan Document and shall not prejudice any right or rights that the Administrative Agents
or the Lenders may have now or in the future under or in connection with the Credit Agreement or any other Loan Document. Except as expressly amended or waived



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hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in
full force and effect in accordance with their terms



     3. This First Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument. A
complete set of counterparts shall be lodged with the Parent Borrower and the U.S. Administrative
Agent.



     4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.



     5. The First Amendment shall become effective on the date (the “First Amendment Effective
Date”) when each of the following conditions shall have been satisfied:




     (i) Holdings, each Borrower and the Lenders constituting the Required Lenders shall
have signed a counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of pdf, facsimile or other electronic transmission) the same to
White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: May Yip
(facsimile number: 212-354-8113 / email address: myip@whitecase.com);




     (ii) the Borrowers shall have paid to each Lender which executes and delivers to the
U.S. Administrative Agent (or its designee) a counterpart hereof by 5:00 P.M. (New York City
time) on November 9, 2009 (or such later date and time specified by the Borrowers and
notified in writing to the Lenders by the U.S. Administrative Agent), a non-refundable cash
fee (the “Amendment Fee”) in dollars in an amount equal to 0.05% of the RCF
Commitments of such Lender as in effect on the First Amendment Effective Date. The
Amendment Fee shall not be subject to counterclaim or set-off, or be otherwise affected by,
any claim or dispute relating to any other matter. The Amendment Fee shall be paid by the
Borrowers to the U.S. Administrative Agent for distribution to the relevant Lenders not
later than the Business Day following the First Amendment Effective Date; and




     (iii) the Borrowers shall have paid to the U.S. Administrative Agent (or its applicable
affiliate) all fees, costs and expenses (including, without limitation, reasonable legal
fees and expenses) payable to the U.S. Administrative Agent (or its applicable affiliate) to
the extent then required under Section 11.5 of the Credit Agreement.



     6. From and after the First Amendment Effective Date, all references in the Credit Agreement
and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to
the Credit Agreement, as modified hereby on the First Amendment Effective Date.



*   *   *




-3-









 





          IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this First Amendment as of the date first above written.




	 	 	 	 	 
	 	RSC HOLDINGS II, LLC

 	 
	 	By:  	/s/ Kevin J. Groman	 
	 	 	Name:  	Kevin J. Groman	 
	 	 	Title:  	SVP — General Counsel	 
	 
	 	RSC HOLDINGS III, LLC

 	 
	 	By:  	/s/ Kevin J. Groman	 
	 	 	Name:  	Kevin J. Groman	 
	 	 	Title:  	SVP — General Counsel	 
	 
	 	RSC EQUIPMENT RENTAL, INC.

 	 
	 	By:  	/s/ Kevin J. Groman	 
	 	 	Name:  	Kevin J. Groman	 
	 	 	Title:  	SVP — General Counsel	 
	 
	 	RSC EQUIPMENT RENTAL OF CANADA LTD.

 	 
	 	By:  	/s/ Kevin J. Groman	 
	 	 	Name:  	Kevin J. Groman	 
	 	 	Title:  	SVP — General Counsel	 
	 



Signature Page to First Amendment





 









 





	 	 	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH,

     as U.S. Administrative Agent

 	 
	 	By:  	/s/ Marguerite Sutton
 	 
	 	 	Name:  	Marguerite Sutton 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Paul O’Leary
 	 
	 	 	Name:  	Paul O’Leary 	 
	 	 	Title:  	Director 	 
	 
	 	DEUTSCHE BANK AG, CANADA BRANCH,

     as Canadian Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to First Amendment





 











 





	 	 	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH, 

   as U.S. Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK AG, CANADA BRANCH,

   as Canadian Administrative Agent

 	 
	 	By:  	/s/  Eitan Szlak
 	 
	 	 	Name:  	Eitan Szlak 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	       /s/ Marcellus Leung
 	 
	 	 	Name:  	Marcellus Leung 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature Page to First Amendment





 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT



DEUTSCHE BANK AG, CANADA BRANCH

 	 
	 	By:  	/s/ Eitan Szlak
 	 
	 	 	Name:  	Eitan Szlak 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Marcellus Leung
 	 
	 	 	Name:  	Marcellus Leung 	 
	 	 	Title: Assistant Vice President 	 
	 



Signature Page to First Amendment





 









 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT
RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT




DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	/s/ Marguerite Sutton
 	 
	 	 	Name:  	Marguerite Sutton 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Paul O’Leary
 	 
	 	 	Name:  	Paul O’Leary 	 
	 	 	Title:  	Director 	 
	 



Signature Page to First Amendment





 









 








Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH,
AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT



Name of Institution: 

 	 
	 	ALLIED IRISH BANKS P.L.C. 	 
	 
	 	By:  	/s/ Martin Chin 	 
	 	 	Name:  	Martin Chin 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Brent Phillips
 	 
	 	 	Name:  	Brent Phillips 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment





 









 








Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT



Name of Institution:
 	 
	 	Bank of America, N.A. 	 
	 
	 	By:  	/s/ Robert Scalzitti
 	 
	 	 	Name:  	Robert Scalzitti 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment





 









 




Execution Copy


	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT

Name of Institution:
 	 
	 	Bank of America N.A., (acting though its Canada Branch)(“Lender”) 	 
	 
	 	By:  	/s/ Clara McGibbon 	 
	 	 	Name:  	Clara McGibbon 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature Page to First Amendment


 








 





Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT
RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT




Name of Institution:

 	 
	 	THE BANK OF NOVA SCOTIA 	 
	 
	 	By:  	/s/ Karen L. Anillo
 	 
	 	 	Name:  	Karen L. Anillo 	 
	 	 	Title:  	Director 	 
	 



Signature Page to First Amendment





 











 





	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS
OF THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT




Name of Institution:





BMO CAPITAL MARKETS FINANCING, INC.

 	 
	 	By:  	/s/ Scott W. Morris
 	 
	 	 	Name:  	Scott W. Morris  	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment





 









 








Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH,
AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT




Burdale Financial Ltd:


 




	 
	 	By:  	/s/ Phillip R. Webb
 	 
	 	 	Name:  	Phillip R. Webb 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 
	 	 	 
	 	By:  	/s/ Antimo Barbieri
 	 
	 	 	Name: Antimo Barbieri 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



Signature Page to First Amendment





 









 




Execution Copy


	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT, AGREEMENT, DATED AS
OF THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS
AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS
CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


Capital One Leverage Finance Corp.
 	 
	 	By:  	/s/ Nick Malatestinic
 	 
	 	 	Name:  	Nick Malatestinic 	 
	 	 	Title:  	SVP 	 
	 



Signature Page to First Amendment


 








 








Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT




Name of Institution:





Commerzbank AG, New York branch

 	 
	 	By:  	/s/ Mary Harold
 	 
	 	 	Name:  	Mary Harold  	 
	 	 	Title:  	SVP 	 
	 
	 	 	 
	 	By:  	/s/ John Carlos
 	 
	 	 	Name:  	John Carlos 	 
	 	 	Title:  	VP 	 
	 



Signature Page to First Amendment





 









 








Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT
RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT




Name of Institution:





E*TRADE BANK

 	 
	 	By:  	/s/ Matthew Geary
 	 
	 	 	Name:  	Matthew Geary  	 
	 	 	Title:  	SVP 	 
	 



Signature Page to First Amendment





 









 





Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,
DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC
HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA
LTD. THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY
THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND
DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT




Name of Institution:





Fortis Bank S.A/N.V., New York Branch

 	 
	 	By:  	/s/ Barbara E. Nash
 	 
	 	 	Name:  	Barbara E. Nash 	 
	 	 	Title: Managing Director & Group Head 	 
	 



Signature Page to First Amendment





 









 





Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE. SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT




Name of Institution:





Fortis Capital (Canada) LTD.

 	 
	 	By:  	/s/ Barbara E. Nash
 	 
	 	 	Name:  	Barbara E. Nash 	 
	 	 	Title: Managing Director & Group Head 	 
	 



Signature Page to First Amendment





 









 








Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH,
AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT




GENERAL ELECTRIC CAPITAL CORPORATION:

 	 
	 	By:  	/s/ Dwayne Coker
 	 
	 	 	Name:  	Dwayne Coker 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



Signature Page to First Amendment





 









 





Execution Copy



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,
DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS
III, LLC, RSC EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO,
DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK
AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT



GE BUSINESS FINANCIAL SERVICES, INC. (formerly known as Merrill Lynch Business Financial Services, Inc.):

 	 
	 	By:  	/s/ Dwayne Coker
 	 
	 	 	Name:  	Dwayne Coker 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



Signature Page to First Amendment





 









 








Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT




GE CANADA FINANCE HOLDING COMPANY:

 	 
	 	By:  	/s/ Richard Zeni
 	 
	 	 	Name:  	Richard Zeni  	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



Signature Page to First Amendment





 









 








Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT




Name of Institution:





GMAC Commercial Finance, Inc.

 	 
	 	By:  	/s/ Dennis Baelis
 	 
	 	 	Name:  	Dennis Baelis 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to First Amendment




 









 








Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT




Name of Institution:





GMAC Commercial Finance Corporation Canada

 	 
	 	By:  	/s/ Dennis Baelis
 	 
	 	 	Name:  	Dennis Baelis  	 
	 	 	Title:  	Managing Director 	 
	 



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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT
RENTAL, JNC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS
CANADIAN ADMINISTRATIVE AGENT



Name of Institution:



HSBC Business Credit Inc.

 	 
	 	By:  	/s/ Daniel J. Williams
 	 
	 	 	Name:  	Daniel J. Williams 	 
	 	 	Title:  	Vice President 	 
	 



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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH,
AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT




Name of Institution:



JP Morgan Chase Bank, N.A. 

 	 
	 	By:  	/s/ Andrew Ray
 	 
	 	 	Name:  	Andrew Ray  	 
	 	 	Title:  	Vice President 	 
	 



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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT




Name of Institution:





Lloyds ISB Bank, PLC

 	 
	 	By:  	/s/ Jeremy Harrison
 	 
	 	 	Name:  	Jeremy Harrison 	 
	 	 	Title:        Director


          H067 	 
	 
	 	 	 
	 	  	/s/ Candi Obrentz
 	 
	 	 	Candi Obrentz 	 
	 	 	Associate Director
Financial 

Institutions, USA
0013 	 
	 



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Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH,
AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT




Name of Institution:





Mizuho Corporate Bank, Ltd.

 	 
	 	By:  	/s/ James R. Fayen
 	 
	 	 	Name:  	James R. Fayen 	 
	 	 	Title:  	Deputy General Manager 	 
	 



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Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH,
AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT




Name of Institution:





MORGAN STANLEY BANK, N.A.

 	 
	 	By:  	/s/ Ryan Vetsch
 	 
	 	 	Name:  	Ryan Vetsch 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,
DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS
III, LLC, RSC EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO,
DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK
AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT



Name of Institution: RBS Business Capital, a division of RBS Asset Finance, Inc. F/K/A
Citizens Business Capital, a division of Citizens Leasing Corporation

 	 
	 	By:  	/s/ James H. Herzog, Jr.
 	 
	 	 	Name:  	James H. Herzog, Jr.  	 
	 	 	Title:  	Senior Vice President 	 
	 



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Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT



Name of Institution:



Regions Bank

 	 
	 	By:  	/s/ George Louis McKinley
 	 
	 	 	Name:  	George Louis McKinley 	 
	 	 	Title:  	Attorney in Fact 	 
	 



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Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH,
AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT



Name of Institution:



ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Stuart Coulter
 	 
	 	 	Name:  	Stuart Coulter 	 
	 	 	Title:  	Attorney-in-fact 	 
	 	 	 
	 	By:  	/s/ Dustin Craven
	 
	 	 	Name:  	Dustin Craven 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



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Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE
DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL,
INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM
TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND
DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT



Name of Institution:



United Overseas Bank Limited, New York Agency

 	 
	 	By:  	/s/ K. Jin Koh
 	 
	 	 	Name:  	K. Jin Koh 	 
	 	 	Title:  	GM 	 
	 	 	 
	 	By:  	/s/ Mario Sheng
 	 
	 	 	Name:  	Mario Sheng 	 
	 	 	Title:  	AVP 	 
	 



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Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III,
LLC, RSC EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND
OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK
BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT



Name of Institution:



UPS Capital Corporation

 	 
	 	By:  	/s/ John P. Holloway
 	 
	 	 	Name:  	John P. Holloway 	 
	 	 	Title:  	Director of Portfolio Management 	 
	 



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Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT



Name of Institution:



Wachovia Capital Finance Corporation (Canada)

 	 
	 	By:  	/s/ David Hill
 	 
	 	 	Name:  	David Hill  	 
	 	 	Title:  	Vice President 	 
	 



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Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT




Name of Institution:



Wachovia Capital Finance Corporation (Western)

 	 
	 	By:  	/s/ David Hill
 	 
	 	 	Name:  	David Hill  	 
	 	 	Title:  	Vice President 	 
	 



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Execution Copy




	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC
EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS
U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT



Name of Institution:



WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Reginald M. Goldsmith, III
 	 
	 	 	Name:  	Reginald M. Goldsmith, III  	 
	 	 	Title:  	Senior Vice President 	 
	 



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Execution Copy


	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,
DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS
III, LLC, RSC EQUIPMENT RENTAL, INC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE
SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO,
DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK
AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT



Name of Institution: WELLS FARGO FINANCIAL CORPORATION CANADA

 	 
	 	By:  	/s/ Paul D. Young 	 
	 	 	Name:  	Paul D. Young 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment