exv10w8



 





Exhibit 10.8



TERMINATION AGREEMENT




     THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of May 29,
2007, by and among RSC Holdings Inc. (the “Company”), RSC Equipment Rental, Inc. (f/k/a
Rental Service Corporation), an Arizona Corporation (“RSC”), Ripplewood Holdings L.L.C., a Delaware
limited liability company, and Oak Hill Capital Management, LLC, a Delaware limited liability
company (each a “Manager” and, together, the “Managers”).



     WHEREAS, on November 27, 2006, the parties hereto entered into a Monitoring Agreement (the
“Monitoring Agreement”), pursuant to which the Managers agreed to provide to the Company
and its subsidiaries (together, the “Company Group”) certain financial, investment banking,
management advisory and other services in exchange for the payment to the Managers of the
Monitoring Fee (as defined in the Monitoring Agreement) and the reimbursement of certain Expenses
(as defined in the Monitoring Agreement) of the Managers;



     WHEREAS, the Company intends to consummate an offering of Common Stock pursuant to a
registration statement filed in accordance with the Securities Act of
1933 (the “IPO”); and



     WHEREAS, in connection with the IPO, the Managers have agreed to terminate the Monitoring
Agreement on the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree
as follows:



     1. Termination
and Release. Effective upon the consummation of the IPO and the payment
of the Termination Fee by the Company, the parties hereto hereby (i) terminate, deem
satisfied and forever discharge, to the fullest extent possible, the Monitoring Agreement and
(ii) release and forever discharge each other party hereto, each of their respective
subsidiaries and affiliates, and each of their respective present and former officers, directors,
stockholders, partners, representatives, employees, agents, successors and assigns of and from any
and all claims, demands, obligations and liabilities arising from or relating to the Monitoring
Agreement (other than under this Agreement), whether known or unknown, which exist now or which
could, might, or may be claimed as of the date of this Agreement to exist. This release and this
discharge covers all claims of every kind whatsoever, now existing, matured or unmatured, direct or
indirect, absolute or contingent, and whether or not contemplated or asserted through and including
the date hereof.



     2. Termination Fee. In consideration of the termination and release
contained herein, the Company agrees to pay to each Manager promptly upon consummation
of the IPO a termination fee of an amount equal to $10 million.



 









 





     3. Counterparts; Amendments and Waivers. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and which together shall
constitute one agreement. This Agreement may not be amended, restated, supplemented or otherwise
modified, and no provision of this Agreement may be waived, other than in a writing duly executed
by the parties hereto.



     4. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties to this Agreement and their respective successors and assigns;
provided, that (i) neither this Agreement nor any right, interest or obligation
hereunder may be assigned by either party, whether by operation of law or otherwise, without the
express written consent of the other party hereto and (ii) any assignment by each Manager
of its rights but not the obligations under this Agreement to any entity directly or indirectly
controlling, controlled by or under common control with such Manager shall be expressly permitted
hereunder and shall not require the prior written consent of the
Company. This Agreement is not
intended to confer any right or remedy hereunder upon any person or entity other than the parties
to this Agreement and their respective successors and assigns.



     5. Governing
Law; Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT SUCH PRINCIPLES WOULD REQUIRE OR PERMIT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each of the parties hereto irrevocably and
unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto
arising out of or based upon this Agreement or the transactions contemplated hereby may be brought
in any court of the State of New York or Federal District Court for the Southern District of New
York located in the City, County and State of New York (each, a “New York Court”),
(b) waives, to the fullest extent that it may effectively do so, any objection that it may
now or hereafter have to the laying of venue of any such proceeding brought in a New York Court,
and any claim that any such action or proceeding brought in a New York Court has been brought in an
inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or
proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES ANY
RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF
THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the
parties hereto acknowledges and certifies that (i) no representative, agent or attorney of
any other party has represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the waiver contained therein, (ii) it understands and
has considered the implications of such




 









 







waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to
enter into this Agreement by, among other things, the mutual waivers and certifications contained
in this Section 5.




     6. Entire
Agreement. This Agreement (a) contains the complete and
entire understanding and agreement between the Managers, the Company and RSC with respect to the
subject matter hereof and (b) supersede all prior and contemporaneous understandings,
conditions and agreements, whether written or oral, express or implied, in respect of the subject
matter hereof.



[Remainder of Page Intentionally Left Blank]




 









 





                         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	RIPPLEWOOD HOLDINGS L.L.C.

 	 
	 	By:  	/s/ Christopher Minnetian
 	 
	 	 	Name: 	Christopher Minnetian	 
	 	 	Title: 	Managing Director and General Counsel	 
	 



	 	 	 	 	 
	 	OAK HILL CAPITAL MANAGEMENT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RSC HOLDINGS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RSC EQUIPMENT RENTAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





               IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	RIPPLEWOOD HOLDINGS L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	OAK HILL CAPITAL MANAGEMENT, LLC

 	 
	 	By:  	/s/
John R. Monsky
 	 
	 	 	Name:  	John R. Monsky 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	RSC HOLDINGS INC. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RSC EQUIPMENT RENTAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





               IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	RIPPLEWOOD HOLDINGS L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	OAK HILL CAPITAL MANAGEMENT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RSC HOLDINGS INC.

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



	 	 	 	 	 
	 	RSC EQUIPMENT RENTAL, INC.

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