exv10w1





Exhibit 10.1




INCREMENTAL AMENDMENT




MetLife Bank, National Association

Siemens Financial Services, Inc.

City National Bank

Deutsche Bank AG Canada Branch




September 28, 2011




RSC Equipment Rental, Inc.

RSC Holdings III, LLC

RSC Equipment Rental of Canada Ltd.

6929 East Greenway Parkway, Suite 200

Scottsdale, Arizona 85254

Attention: Scott Huckins, Vice President and Treasurer




Re: U.S. RCF Commitment Increase and Canadian RCF Commitment Increase




Ladies and Gentlemen:



Reference is hereby made to the Credit Agreement, dated as of February 9, 2011 (as amended,
restated, modified and/or supplemented from time to time, the “Credit Agreement”), among
RSC Holdings II, LLC (“Holdings”), RSC Holdings III, LLC (the “Parent Borrower”),
RSC Equipment Rental, Inc. (“RSC” and, together with the Parent Borrower, the “U.S.
Borrowers”), RSC Equipment Rental of Canada Ltd. (the “Canadian Borrower” and, together
with the U.S. Borrowers, the “Borrowers”), the lenders from time to time party thereto (the
“Lenders”), Deutsche Bank AG New York Branch, as U.S. administrative agent and collateral
agent (the “U.S. Administrative Agent”) and Deutsche Bank AG Canada Branch, as Canadian
administrative agent and collateral agent (the “Canadian Administrative Agent”). Unless
otherwise defined herein, capitalized terms used herein shall have the respective meanings set
forth in the Credit Agreement.



WHEREAS, pursuant to Section 2.6 of the Credit Agreement, the U.S. Borrowers may from time to
time request an increase of the aggregate then outstanding U.S. RCF Commitments and the Canadian
Borrower may from time to time request an increase in the then outstanding Canadian RCF
Commitments, in each case subject to the terms and conditions set forth therein;



WHEREAS, pursuant to the Notice of Request for U.S. RCF Commitment Increase and Canadian RCF
Commitment Increase, dated as of September 28, 2011, from the U.S. Borrowers and the Canadian
Borrower to the U.S. Administrative Agent and the Canadian Administrative Agent, the U.S. Borrowers
have requested an increase in U.S. RCF Commitments in an amount equal to $85,000,000 and the
Canadian Borrower has requested an increase in Canadian RCF Commitments in an amount equal to
$25,000,000; and



WHEREAS, pursuant to Section 2.6 and Section 11.1(c) of the Credit Agreement, the applicable
Borrowers, the U.S. Administrative Agent and/or the Canadian Administrative, as applicable, and the
Lenders and/or Additional Lenders agreeing to provide the Commitments in
respect of a RCF Commitment Increase may enter into an Incremental Amendment without the
consent of any other Lenders.


 


 









 






NOW, THEREFORE, the parties hereto agree as follows:



Each Person (each a “U.S. RCF Commitment Increase Lender”) party to this amendment
(this “Incremental Amendment”) and listed in Section 3 of Annex I attached hereto
hereby severally agrees to provide the U.S. RCF Commitment Increase set forth opposite its name on
Annex I attached hereto (for each such U.S. RCF Commitment Increase Lender, its “U.S.
RCF Commitment”; provided that, for the avoidance of doubt, any U.S. RCF Commitment
provided pursuant to this Incremental Amendment by any Person that is an existing U.S. RCF Lender
shall increase the existing U.S. RCF Commitment of such Lender by an amount equal to such Lender’s
U.S. RCF Commitment Increase). Each U.S. RCF Commitment provided pursuant to this Incremental
Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement,
including, without limitation, Sections 2.1(a) and 2.6 thereof.



Deutsche Bank AG New York Branch (the “Canadian RCF Commitment Increase Lender”)
hereby agrees to provide the Canadian RCF Commitment Increase set forth opposite its name on
Annex I attached hereto (its “Canadian RCF Commitment”; provided that, for
the avoidance of doubt, the Canadian RCF Commitment provided pursuant to this Incremental Amendment
shall increase the existing Canadian RCF Commitment of the Canadian RCF Commitment Increase Lender
by an amount equal to the Canadian RCF Commitment Increase Lender’s Canadian RCF Commitment
Increase). The Canadian RCF Commitment provided pursuant to this Incremental Amendment shall be
subject to all of the terms and conditions set forth in the Credit Agreement, including, without
limitation, Sections 2.1(b) and 2.6 thereof.



Each U.S. RCF Commitment Increase Lender, the U.S. Borrowers, the U.S. Administrative Agent
and the U.S. RCF Issuing Lender acknowledge and agree that (i) the U.S. RCF Commitments provided
pursuant to this Incremental Amendment shall constitute (and be included in the definition of)
“U.S. RCF Commitments” and “RCF Commitments” for all purposes of the Credit Agreement and the other
applicable Loan Documents and (ii) the RCF Loans incurred pursuant to the U.S. RCF Commitments
provided pursuant to this Incremental Amendment shall constitute (and be included in the definition
of) “U.S. RCF Loans” and “RCF Loans” for all purposes of the Credit Agreement and the other
applicable Loan Documents. Each U.S. RCF Commitment Increase Lender, the U.S. Borrowers and the
U.S. Administrative Agent further agree that, with respect to the U.S. RCF Commitment provided by
such U.S. RCF Commitment Increase Lender pursuant to this Incremental Amendment, such U.S. RCF
Commitment Increase Lender shall receive from the U.S. Borrowers such fees, if any, as may be
separately agreed to in writing between the U.S. Borrowers and such U.S. RCF Commitment
Increase Lender (and which fees have been identified by the U.S. Borrowers to the U.S.
Administrative Agent), all of which fees shall be due and payable to such U.S. RCF Commitment
Increase Lender on the terms and conditions set forth in each such separate agreement.


 


 









 





The Canadian RCF Commitment Increase Lender, the Canadian Borrower, the U.S. Borrowers, the
Canadian Administrative Agent and the Canadian RCF Issuing Lender acknowledge and agree that (i)
the Canadian RCF Commitment provided pursuant to this Incremental Amendment shall constitute (and
be included in the definition of) “Canadian RCF Commitments” and “RCF Commitments” for all purposes
of the Credit Agreement and the other
applicable Loan Documents and (ii) the RCF Loans incurred pursuant to the Canadian RCF
Commitment provided pursuant to this Incremental Amendment shall constitute (and be included in the
definition of) “Canadian RCF Loans” and “RCF Loans” for all purposes of the Credit Agreement and
the other applicable Loan Documents. The Canadian RCF Commitment Increase Lender, the Canadian
Borrower, the U.S. Borrowers and the Canadian Administrative Agent further agree that, with respect
to the Canadian RCF Commitment provided by the Canadian RCF Commitment Increase Lender pursuant to
this Incremental Amendment, the Canadian RCF Commitment Increase Lender shall receive from the
Canadian Borrower and/or the U.S. Borrowers such fees, if any, as may be separately agreed to in
writing between the Canadian Borrower, the U.S. Borrowers and the Canadian RCF Commitment Increase
Lender (and which fees have been identified by the Canadian Borrower and the U.S. Borrowers to the
Canadian Administrative Agent), all of which fees shall be due and payable to the Canadian RCF
Commitment Increase Lender on the terms and conditions set forth in such separate agreement.



Furthermore, each of the parties to this Incremental Amendment hereby agree to the terms and
conditions set forth on Annex I hereto in respect of each U.S. RCF Commitment and the
Canadian RCF Commitment provided pursuant to this Incremental Amendment.



Each U.S. RCF Commitment Increase Lender and the Canadian RCF Commitment Increase Lender, to
the extent not already a party to the Credit Agreement as a Lender thereunder, (a) represents and
warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Incremental Amendment and to consummate the transactions contemplated hereby and
to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in subsection 11.6 of the Credit Agreement that are required to be satisfied by it in
order to provide its respective U.S. RCF Commitment or Canadian RCF Commitment, as applicable, and
become a Lender, (iii) from and after the Incremental Amendment Effective Date, it shall be bound
by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its U.S. RCF
Commitment or Canadian RCF Commitment, as applicable, shall have the obligations of a Lender
thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit
Agreement, together with copies of the most recent financial statements delivered pursuant to
subsection 7.1 thereof, as applicable, and such other documents and information as it has in its
sole discretion deemed appropriate to make its own credit analysis and decision to enter into this
Incremental Amendment and to provide its U.S. RCF Commitment or Canadian RCF Commitment, as
applicable, on the basis of which it has made such analysis and decision independently and without
reliance on any Agent or any other Lender, and (v) if it is organized under the laws of a
jurisdiction outside the United States or, in the case of Canadian RCF Commitments, Canada,
attached hereto is any documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by such U.S. RCF Commitment Increase Lender or
Canadian RCF Commitment Increase Lender; (b) agrees that (i) it will, independently and without
reliance on the Agents or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender; and (c) appoints and authorizes each of the Agents, the U.S. Collateral Agent and the
Canadian Collateral Agent to take such action as agent in their respective capacities on its behalf
and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents and
any other instrument or document furnished pursuant
hereto or thereto as are delegated to or otherwise conferred upon the Agents, the U.S.
Collateral Agent or the Canadian Collateral Agent, as the case may be, by the terms thereof,
together with such powers as are incidental thereto.


 


 









 





Upon the date of (i) the execution of a counterpart of this Incremental Amendment by each U.S.
RCF Commitment Increase Lender, the Canadian RCF Commitment Increase Lender, the U.S.
Administrative Agent, the U.S. RCF Issuing Lender, the Canadian Administrative Agent, the Canadian
RCF Issuing Lender, each Borrower and Holdings, and the delivery of same to the U.S. Administrative
Agent (including by way of facsimile or other electronic transmission), (ii) the payment of any
fees separately agreed to in writing between the U.S. Borrowers and any U.S. RCF
Commitment Increase Lender, or the Canadian Borrower and the Canadian RCF Commitment Increase
Lender, in each case then due and payable in connection herewith and (iii) the satisfaction of any
other conditions precedent set forth in Section 6 of Annex I hereto (such date, the
“Incremental Amendment Effective Date”), this Incremental Amendment shall become effective
and each U.S. RCF Commitment Increase Lender and the Canadian RCF Commitment Increase Lender (i)
shall be obligated to make RCF Loans pursuant to its U.S. RCF Commitment or Canadian RCF
Commitment, as applicable, provided pursuant to this Incremental Amendment on the terms, and
subject to the conditions, set forth in the Credit Agreement, and (ii) shall have the rights and
obligations of a Lender and a U.S. RCF Lender or Canadian RCF Lender, as applicable, thereunder and
under the other applicable Loan Documents.



Each of the U.S. Borrowers acknowledges and agrees that (i) it shall be liable for all
Obligations with respect to the U.S. RCF Commitments provided hereby including, without limitation,
all RCF Loans made pursuant thereto, as, and to the extent, set forth in the Credit Agreement and
(ii) all such Obligations (including all such RCF Loans) shall (x) constitute (and be included in
the definition of) “Borrower Obligations” under the U.S. Guarantee and Collateral Agreement, (y)
rank pari passu in right of payment with the U.S. RC Facility and the Canadian RC
Facility, and (z) rank pari passu in right of security with the U.S. RC Facility.



The Canadian Borrower acknowledges and agrees that (i) it shall be liable for all Obligations
with respect to the Canadian RCF Commitment provided hereby including, without limitation, all RCF
Loans made pursuant thereto, as, and to the extent, set forth in the Credit Agreement and (ii) all
such Obligations (including all such RCF Loans) shall (x) constitute (and be included in the
definition of) “Obligations” under the Canadian Security Agreement, (y) rank pari
passu in right of payment with the U.S. RC Facility and the Canadian RC Facility, and (z)
rank pari passu in right of security with the Canadian RC Facility; provided that
this sentence shall not apply to any RCF Loans made to a U.S. Borrower pursuant to the Canadian RCF
Commitment provided hereby. Each U.S. Borrower acknowledges and agrees that (i) it shall be liable
for all RCF Loans made to it pursuant to the Canadian RCF Commitment provided hereby as, and to the
extent, set forth in the Credit Agreement and (ii) all such RCF Loans shall (x) constitute (and be
included in the definition of) “Borrower Obligations” under the U.S. Guarantee and Collateral
Agreement, (y) rank pari passu in right of payment with the U.S. RC Facility and
the Canadian RC Facility, and (z) rank pari passu in right of security with the
U.S. RC Facility.



Holdings acknowledges and agrees that all Obligations with respect to the U.S. RCF Commitments
and the Canadian RCF Commitment provided hereby and all RCF Loans made pursuant thereto shall (i)
be fully guaranteed pursuant to Section 12 of the Credit
Agreement as, and to the extent, provided in the Credit Agreement, and (ii) be entitled to the
benefits of the respective Security Documents as, and to the extent, provided therein and in the
Credit Agreement.


 


 









 





Holdings and each Borrower as debtor, grantor, pledgor or assignor, or in any other similar
capacity in which Holdings and each Borrower grant liens or security interests in their respective
property or otherwise act as accommodation party or guarantor, as the case may be, hereby (i)
ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise,
under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to
the extent Holdings and each Borrower granted liens on or security interests in any of its property
pursuant to any such Loan Document as security for Holdings and each Borrower’s Obligations under
or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grants of security
interests and liens and confirms and agrees that such security interests and liens hereafter secure
all of the Obligations as amended hereby. Holdings and each Borrower hereby consents to this
Incremental Amendment and acknowledges that each of the Loan Documents remains in full force and
effect and is hereby ratified and reaffirmed. Except as otherwise provided herein, the execution
of this Incremental Amendment shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or the Lenders, constitute a waiver of any provision of any of the Loan
Documents or serve to effect a novation of the Obligations.



In order to induce the U.S. Administrative Agent, each U.S. RCF Commitment Increase Lender,
the Canadian Administrative Agent and the Canadian RCF Commitment Increase Lender to enter into
this Incremental Amendment, Holdings and each of the U.S. Borrowers hereby represents and warrants
that:




	 	(a)	 	no Default or Event of Default has occurred and is continuing
as of the Incremental Amendment Effective Date; and

	 
	 	(b)	 	the representations and warranties of such Loan Party contained
in the Credit Agreement or the other Loan Documents are true and correct in all
material respects on the Incremental Amendment Effective Date (except to the
extent such representations and warranties expressly relate to an earlier date,
in which case they shall be true and correct in all material respects as of
such earlier date).






You may accept this Incremental Amendment by signing the enclosed copies in the space provided
below, and returning one copy of same to the U.S. Administrative Agent before the close of business
on September 28, 2011. If you do not so accept this Incremental Amendment by such time, our U.S.
RCF Commitments and Canadian RCF Commitment set forth in this Incremental Amendment shall be deemed
canceled. This Incremental Amendment may be executed by one or more of the parties to this
Agreement in any number of separate counterparts (including by facsimile or other electronic
transmission (i.e., pdf)), and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.



After the execution and delivery to the U.S. Administrative Agent of a fully executed copy of
this Incremental Amendment (including by way of counterparts and by facsimile or other electronic
transmission) by the parties hereto, this Incremental Amendment may only be changed, modified or
varied by written instrument in accordance with the
requirements for the modification of Loan Documents pursuant to Section 11.1 of the Credit
Agreement.


 


 









 





The U.S. Administrative Agent and the U.S. Issuing Lender each hereby consents to and approves
each of the U.S. RCF Commitment Increase Lenders. The Canadian Administrative Agent and the
Canadian Issuing Lender each hereby consents to and approves the Canadian RCF Commitment Increase
Lender.



This Incremental Amendment constitutes an “Incremental Amendment” as defined under the Credit
Agreement.



In the event of any conflict between the terms of this Incremental Amendment and those of the
Credit Agreement, the terms of the Credit Agreement shall control.



*****



 


 









 







THIS AGREEMENT AND THE OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



	 	 	 	 	 
	 	Very truly yours,



METLIFE BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/  David W. Farrell
 	 
	 	 	Name:  	David W. Farrell 	 
	 	 	Title:  	Vice President 	 
	 
	 	SIEMENS FINANCIAL SERVICES, INC.

 	 
	 	By:  	/s/ Anthony Casciano
 	 
	 	 	Name:  	Anthony Casciano 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	By:  	                                   /s/ James Tregillies
 	 
	 	 	Name:  	James Tregillies 	 
	 	 	Title:  	Vice President 	 
	 
	 	CITY NATIONAL BANK

 	 
	 	By:  	/s/ Brent Phillips
 	 
	 	 	Name:  	Brent Phillips 	 
	 	 	Title:  	Vice President 	 
	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	/s/ Marguerite Sutton
 	 
	 	 	Name:  	Marguerite Sutton 	 
	 	 	Title:  	Director 	 
	 
	 	By:  	                                   /s/ Carin Keegan
 	 
	 	 	Name:  	Carin Keegan 	 
	 	 	Title:  	Director 	 


 


 









 





	 	 	 	 	 



DEUTSCHE BANK AG NEW YORK BRANCH,






as U.S. Administrative Agent, U.S. Collateral Agent and U.S. RCF Issuing Lender



	 	 	 	 	 
	By:

	 	/s/ Marguerite Sutton
 

Name: Marguerite Sutton
	 	 
	 

	 	Title:   Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Carin Keegan
 

Name: Carin Keegan
	 	 
	 

	 	Title:   Director	 	 






DEUTSCHE BANK AG CANADA BRANCH,





as Canadian Administrative Agent, Canadian Collateral Agent and Canadian RCF Issuing
Lender



	 	 	 	 	 
	By:

	 	/s/ David Gynn
 

Name: David Gynn
	 	 
	 

	 	Title:   Chief Financial Officer	 	 
	 
	 	 	 	 
	By:

	 	/s/ Marcellus Leung
 

Name: Marcellus Leung
	 	 
	 

	 	Title:   Assistant Vice President	 	 





 


 









 





Agreed and Accepted

this 28th day of September, 2011:



	 	 	 	 	 
	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	 	 





 


 









 





ANNEX I




TERMS AND CONDITIONS FOR 

INCREMENTAL AMENDMENT




Dated as of September 28, 2011




1. Name of U.S. Borrowers and jurisdictions of organization: RSC Holdings III, LLC, a Delaware
limited liability company and RSC Equipment Rental, Inc., an Arizona corporation.



2. Name of Canadian Borrower and jurisdiction of organization: RSC Equipment Rental of Canada Ltd.,
a corporation incorporated and existing under the laws of the province of Alberta.



3. U.S. RCF Commitment Amounts (as of the Incremental Amendment Effective Date):



	 	 	 	 	 
	Names of U.S. RCF Commitment Increase	 	Amount of U.S. RCF Commitment stated in	 
	Lenders	 	Dollars	 
	 
	 	 	 	 
	MetLife Bank, National Association
	 	$	50,000,000	 
	 
	 	 	 	 
	Siemens Financial Services, Inc.
	 	$	20,000,000	 
	 
	 	 	 	 
	City National Bank
	 	$	15,000,000	 
	 
	 	 	 	 
	Total:
	 	$	85,000,000	 






4. Canadian RCF Commitment Amounts (as of the Incremental Amendment Effective Date):



	 	 	 	 	 
	Names of Canadian RCF Commitment Increase	 	Amount of Canadian RCF Commitment stated in	 
	Lender	 	 Dollars	 
	 
	 	 	 	 
	Deutsche Bank AG Canada Branch
	 	$	25,000,000	 
	 
	 	 	 	 
	Total:
	 	$	25,000,000	 






5. Indicate the effective date of the U.S. RCF Commitments and Canadian RCF Commitment:
September 28, 2011



6. Other conditions precedent:



a. The Parent Borrower shall have delivered to the U.S. Administrative Agent an officer’s
certificate pursuant to subclause (2) of clause (iv) of Section 2.6(a) of the Credit Agreement,
certifying that the U.S. RCF Commitments and Canadian RCF Commitment
provided hereby (and the Indebtedness hereunder) may be incurred in compliance with Holdings’ and
its Subsidiaries’ material Indebtedness.


 


 









 





Page 2




b. The U.S. Administrative Agent shall have received the opinion of Debevoise & Plimpton LLP,
counsel to the respective Credit Parties pursuant to subclause (3) of clause (iv) of Section 2.6(a)
of the Credit Agreement.



c. The Parent Borrower shall have delivered to the U.S. Administrative Agent (i) true and
correct copies of the board of directors resolutions or sole member resolutions, as applicable, of
Holdings and the Borrowers relating to the Incremental Amendment and (ii) solely with respect to
the Borrowers, a good standing certificate from each Borrower’s jurisdiction of organization.