##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 333-144625-01
333-144625
 RSC Holdings III, LLC

RSC Equipment Rental, Inc.
  Delaware
    
    41-2218971Arizona
    
    86-0933835(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer 
Identification Number)
 6929 E. Greenway Pkwy.Scottsdale, Arizona
    
    85254(Address of principal executive offices)
    
    (Zip code)
 (480) 905-3300
 
 
 N/A
 
 
 The Registrants meet the conditions set
forth in General Instructions H(1)(a) and (b) of Form 10-Q and are therefore filing this
Form with the reduced disclosure format as permitted.
  þ o
  o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)
Smaller reporting company o  o þ




---



##### 



Table of Contents
 Cautionary Note for Forward-Looking Information
    
    
    1PART
I.Financial Information
    
    
    3ITEM 1.
    
    Financial Statements (unaudited)
    
    
    3Condensed Consolidated Balance Sheets at June 30, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations for the three and six months ended
June 30, 2009 and June 30, 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the six months ended June 30,
2009 and June 30, 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14ITEM 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    27ITEM 4.
    
    Controls and Procedures
    
    
    28PART II.Other Information
    
    
    28ITEM 1.
    
    Legal Proceedings
    
    
    28ITEM 1A.
    
    Risk Factors
    
    
    29ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    43ITEM 3.
    
    Defaults Upon Senior Securities
    
    
    43ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    43ITEM 5.
    
    Other Information
    
    
    43ITEM 6.
    
    Exhibits
    
    
    44SIGNATURES
    
    
    45EX-31.1EX-31.2EX-32.1
  i




---



##### Table of Contents



Introductory Note
  
 Cautionary Note for Forward-Looking Information
    
    
    the effect of an economic downturn or other factors resulting in a decline in
non-residential construction, non-construction maintenance, capital improvements and
capital investment;
    
    intense rental rate price pressure from competitors, some of whom are heavily
indebted and may significantly reduce their prices to generate cash to meet covenants;
from contractor customers some of whom are bidding work at cost or below to secure work
for their remaining best employees; from industrial customers who generally are
experiencing profitability shortfalls in the current economic climate and in return are
asking all of their most significant suppliers for price reductions and cost reduction
ideas;
    
    the rental industrys ability to continue to sell used equipment through both the
retail and auction markets at prices sufficient to enable us to maintain orderly
liquidation values that support our borrowing base to meet our minimum availability and
to avoid testing springing covenants of leverage and fixed charge coverage contained in
our senior ABL facilities credit agreement;
    
    our ability to comply with our debt covenants;
    
    risks related to the credit markets willingness to continue to lend to borrowers
rated B- and C;
 1




---



##### Table of Contents




    
    our ability to generate cash and/or incur additional indebtedness to finance
equipment purchases;
    
    exposure to claims for personal injury, death and property damage resulting from the
use of equipment rented or sold by us;
    
    the effect of changes in laws and regulations, including those relating to employment
legislation, the environment and customer privacy, among others;
    
    fluctuations in fuel or supply costs;
    
    heavy reliance on centralized information technology systems; and
    
    claims that the software products and information systems on which we rely infringe
on the intellectual property rights of others.
  2




---



##### Table of Contents



PART I. Financial Information
 
 Item 1. Financial Statements
 
 RSC HOLDINGS III, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
 June 30,
    
    
    December 31,2009
    
    
    2008AssetsCash and cash equivalents
    
    $
    8,727
    
    
    $
    13,670Accounts receivable, net of allowance for
doubtful accounts of $12,925 and $9,197 at
June 30, 2009 and December 31, 2008,
respectively
    
    
    209,298
    
    
    
    285,000Inventory
    
    
    16,526
    
    
    
    19,859Rental equipment, net of accumulated
depreciation of $989,561 and $984,115 at
June 30, 2009 and December 31, 2008,
respectively
    
    
    1,553,346
    
    
    
    1,766,978Property and equipment, net of accumulated
depreciation of $171,492 and $169,710 at
June 30, 2009 and December 31, 2008,
respectively
    
    
    143,866
    
    
    
    171,156Goodwill and other intangibles, net
    
    
    940,443
    
    
    
    938,682Deferred financing costs
    
    
    47,748
    
    
    
    46,877Other assets
    
    
    21,175
    
    
    
    26,320Total assets
    
    $
    2,941,129
    
    
    $
    3,268,542Liabilities and Stockholders EquityAccounts payable
    
    $
    49,047
    
    
    $
    109,542Accrued expenses and other liabilities
    
    
    171,457
    
    
    
    200,750Debt
    
    
    2,357,247
    
    
    
    2,569,067Deferred income taxes
    
    
    332,825
    
    
    
    346,063Total liabilities
    
    
    2,910,576
    
    
    
    3,225,422Commitments and contingenciesCommon stock, no par value, (1,000 shares
authorized, issued and outstanding at June
30, 2009 and December 31, 2008)
    
    
    286,830
    
    
    
    284,403Accumulated deficit
    
    
    (231,479
    )
    
    
    (206,485
    )Accumulated other comprehensive loss
    
    
    (24,798
    )
    
    
    (34,798
    )Total stockholders equity
    
    
    30,553
    
    
    
    43,120Total liabilities and stockholders equity
    
    $
    2,941,129
    
    
    $
    3,268,542
  3




---



##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Equipment rental revenue
    
    $
    270,500
    
    
    $
    404,843
    
    
    $
    557,970
    
    
    $
    777,178Sale of merchandise
    
    
    13,588
    
    
    
    18,894
    
    
    
    27,488
    
    
    
    37,246Sale of used rental equipment
    
    
    42,470
    
    
    
    25,280
    
    
    
    92,373
    
    
    
    56,686Total revenues
    
    
    326,558
    
    
    
    449,017
    
    
    
    677,831
    
    
    
    871,110Cost of revenues:Cost of equipment rentals, excluding
depreciation
    
    
    135,365
    
    
    
    172,253
    
    
    
    284,844
    
    
    
    339,090Depreciation  rental equipment
    
    
    72,060
    
    
    
    79,252
    
    
    
    147,323
    
    
    
    157,462Cost of merchandise sales
    
    
    9,418
    
    
    
    12,501
    
    
    
    19,418
    
    
    
    24,834Cost of used rental equipment sales
    
    
    39,505
    
    
    
    17,217
    
    
    
    85,297
    
    
    
    39,674Total cost of revenues
    
    
    256,348
    
    
    
    281,223
    
    
    
    536,882
    
    
    
    561,060Gross profit
    
    
    70,210
    
    
    
    167,794
    
    
    
    140,949
    
    
    
    310,050Operating expenses:Selling, general and administrative
    
    
    35,613
    
    
    
    41,388
    
    
    
    75,126
    
    
    
    80,712Depreciation and amortization 
non-rental equipment and intangibles
    
    
    11,194
    
    
    
    12,413
    
    
    
    22,976
    
    
    
    24,611Other operating gains, net
    
    
    (222
    )
    
    
    (445
    )
    
    
    (114
    )
    
    
    (1,065
    )Total operating expenses, net
    
    
    46,585
    
    
    
    53,356
    
    
    
    97,988
    
    
    
    104,258Operating income
    
    
    23,625
    
    
    
    114,438
    
    
    
    42,961
    
    
    
    205,792Interest expense, net
    
    
    40,035
    
    
    
    48,742
    
    
    
    80,245
    
    
    
    104,103Other expense (income), net
    
    
    107
    
    
    
    (16
    )
    
    
    410
    
    
    
    (643
    )(Loss) income before (benefit) provision for
income taxes
    
    
    (16,517
    )
    
    
    65,712
    
    
    
    (37,694
    )
    
    
    102,332(Benefit) provision for income taxes
    
    
    (5,027
    )
    
    
    25,635
    
    
    
    (12,700
    )
    
    
    39,910Net (loss) income
    
    $
    (11,490
    )
    
    $
    40,077
    
    
    $
    (24,994
    )
    
    $
    62,422Weighted average shares outstanding used in
computing net (loss) income per common share:Basic
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000Net (loss) income per common share:Basic and diluted
    
    $
    (11.49
    )
    
    $
    40.08
    
    
    $
    (24.99
    )
    
    $
    62.42
  4




---



##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Six months ended June 30,2009
    
    
    2008Cash flows from operating activities:Net (loss) income
    
    $
    (24,994
    )
    
    $
    62,422Adjustments to reconcile net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    170,299
    
    
    
    182,073Amortization of deferred financing costs
    
    
    5,215
    
    
    
    4,787Share-based compensation expense
    
    
    2,294
    
    
    
    1,840Gain on sales of rental and non-rental property and
equipment, net of non-cash writeoffs
    
    
    (5,616
    )
    
    
    (16,284
    )Deferred income taxes
    
    
    (16,759
    )
    
    
    18,754Changes in operating assets and liabilities:Accounts receivable, net
    
    
    73,167
    
    
    
    4,773Inventory
    
    
    3,367
    
    
    
    (955
    )Other assets
    
    
    3,680
    
    
    
    (1,543
    )Accounts payable
    
    
    (67,293
    )
    
    
    (81,588
    )Accrued expenses and other liabilities
    
    
    (20,176
    )
    
    
    (10,174
    )Net cash provided by operating activities
    
    
    123,184
    
    
    
    164,105Cash flows from investing activities:Purchases of rental equipment
    
    
    (18,337
    )
    
    
    (164,958
    )Purchases of property and equipment
    
    
    (1,889
    )
    
    
    (10,023
    )Proceeds from sales of rental equipment
    
    
    92,373
    
    
    
    56,686Proceeds from sales of property and equipment
    
    
    8,130
    
    
    
    3,025Insurance proceeds from rental equipment and property claims
    
    
    3,086
    
    
    
    Net cash provided by (used in) investing activities
    
    
    83,363
    
    
    
    (115,270
    )Cash flows from financing activities:Proceeds from senior ABL revolving facility
    
    
    60,816
    
    
    
    125,992Payments on senior ABL revolving facility
    
    
    (250,038
    )
    
    
    (159,982
    )Payments on senior ABL term loan
    
    
    (1,250
    )
    
    
    (1,250
    )Payments on capital leases and other debt
    
    
    (22,197
    )
    
    
    (19,252
    )Deferred financing costs
    
    
    (4,087
    )
    
    
    (250
    )Proceeds from stock option exercises
    
    
    256
    
    
    
    950Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    97Increase in outstanding checks in excess of cash balances
    
    
    4,772
    
    
    
    3Net cash used in financing activities
    
    
    (211,728
    )
    
    
    (53,692
    )Effect of foreign exchange rates on cash
    
    
    238
    
    
    
    (116
    )Net decrease in cash and cash equivalents
    
    
    (4,943
    )
    
    
    (4,973
    )Cash and cash equivalents at beginning of period
    
    
    13,670
    
    
    
    10,039Cash and cash equivalents at end of period
    
    $
    8,727
    
    
    $
    5,066Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    84,088
    
    
    $
    107,818Cash paid for taxes, net
    
    
    5,635
    
    
    
    15,095Supplemental schedule of non-cash investing and financing activities:Purchase of assets under capital lease obligations
    
    $
    895
    
    
    $
    14,403Accrued deferred financing costs
    
    $
    1,999
    
    
    $
    
  5




---



##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (1) Organization
 Business and Basis of Presentation
 Description of Business
  Basis of Presentation
  Use of Estimates
  Recent Accounting Pronouncements
 Subsequent Events
 6




---



##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
  Interim Disclosures about
Fair Value of Financial Instruments Disclosures
about Fair Value of Financial Instruments Interim
Financial Reporting
 (2) Fair Value of Financial Instruments
 Fair Value Measurements
   (3) Accumulated Other Comprehensive Loss
  Foreign Currency
    
    
    Fair Market Value
    
    
    Accumulated OtherTranslation
    
    
    of Cash Flow Hedge
    
    
    Comprehensive Loss(in 000s)Balance at December 31, 2008
    
    $
    1,902
    
    
    $
    (36,700
    )
    
    $
    (34,798
    )Foreign currency translation
    
    
    5,277
    
    
    
    
    
    
    
    5,277Change in fair value of cash flow hedges, net of tax
    
    
    
    
    
    
    4,723
    
    
    
    4,723Balance at June 30, 2009
    
    $
    7,179
    
    
    $
    (31,977
    )
    
    $
    (24,798
    )
 7




---



##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in 000s)Net (loss) income
    
    $
    (11,490
    )
    
    $
    40,077
    
    
    $
    (24,994
    )
    
    $
    62,422Currency translation adjustments
    
    
    7,320
    
    
    
    786
    
    
    
    5,277
    
    
    
    (2,941
    )Change in fair value of cash
flow hedges, net of tax
    
    
    5,955
    
    
    
    17,048
    
    
    
    4,723
    
    
    
    (78
    )Comprehensive (loss) income
    
    $
    1,785
    
    
    $
    57,911
    
    
    $
    (14,994
    )
    
    $
    59,403
 (4) Closed Location Charges
  Accounting Costs Associated
with Exit or Disposal Activities
  Lease Exit and
    
    
    EmployeeOther Related Costs
    
    
    Termination Costs(1)
    
    
    (2)
    
    
    Other Exit Costs (3)
    
    
    TotalClosed location reserves at December 31, 2008
    
    $
    (4,604
    )
    
    $
    (397
    )
    
    $
    
    
    
    $
    (5,001
    )Charges incurred to close locations
    
    
    (7,209
    )
    
    
    (661
    )
    
    
    (54
    )
    
    
    (7,924
    )Cash payments
    
    
    4,543
    
    
    
    864
    
    
    
    54
    
    
    
    5,461Closed location reserves at June 30, 2009
    
    $
    (7,270
    )
    
    $
    (194
    )
    
    $
    
    
    
    $
    (7,464
    )
 
 (1)
    
    Lease exit and other related costs are included within cost of equipment rentals in
the condensed consolidated statements of operations.(2)
    
    Employee termination costs primarily consist of severance payments and related
benefits. These costs are included within cost of equipment rentals in the condensed
consolidated statements of operations.(3)
    
    Other exit costs include costs incurred primarily to transport fleet from closed
locations to other locations. These costs are included within cost of equipment rentals
in the condensed consolidated statements of operations. 8




---



##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
  (5) Debt
  June 30,
    
    
    December 31,2009
    
    
    2008DeferredInterest
    
    
    
    
    
    
    FinancingRate (a)
    
    
    Maturity Date
    
    
    Costs (d)
    
    
    Debt
    
    
    Debt(in 000s)Senior ABL revolving facility
    
    
    4.08
    %
    
    Nov. 2011 (b)
    
    $
    10,778
    
    
    $
    492,000
    
    
    $
    681,268Senior ABL term loan
    
    
    4.00
    %
    
    Nov. 2012 (c)
    
    
    2,294
    
    
    
    243,125
    
    
    
    244,375Second lien term facility
    
    
    7.18
    %
    
    Nov. 2013
    
    
    13,608
    
    
    
    899,300
    
    
    
    899,300Senior notes
    
    
    9.50
    %
    
    Dec. 2014
    
    
    15,532
    
    
    
    620,000
    
    
    
    620,000Capitalized lease obligations
    
    
    0.50
    %
    
    Various
    
    
    
    
    
    
    102,822
    
    
    
    124,124Total
    
    
    
    
    
    
    
    
    
    $
    42,212
    
    
    $
    2,357,247
    
    
    $
    2,569,067
 
 (a)
    
    Estimated interest presented is the effective interest rate as of June 30, 2009.(b)
    
    The maturity date for a portion of the senior ABL revolving facility was extended to
August 2013 in connection with the July 2009 amendment to the senior ABL facilities credit
agreement. See Note 10 for additional information.(c)
    
    The senior ABL term loan was repaid in July 2009. See Note 10 for additional
information.(d)
    
    Deferred financing costs exclude $5.5 million of fees incurred in connection with the
July 2009 senior secured notes offering and the amendment to the senior ABL facilities
credit agreement. See Note 10 for additional information.   Fair ValueSenior ABL revolving facility
    
    $
    492,000Senior ABL term loan
    
    
    216,381Second lien term facility
    
    
    687,965Senior notes
    
    
    496,000Capitalized lease obligations
    
    
    102,822Total
    
    $
    1,995,168
  9




---



##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
  (6) Derivative Instruments
    Accounting for Derivative Instruments and Hedging Activities
  10




---



##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
   June 30, 2009
    
    December 31, 2008
    
    June 30, 2009
    
    December 31, 2008Loss in
    
    Loss inFair Value of
    
    Fair Value of
    
    accumulated OCL
    
    accumulated OCLDerivative Type
    
    Swap Liabilities
    
    Swap Liabilities
    
    (net of tax)
    
    (net of tax)Interest rate swaps (a)
    
    $
    52,108
    
    
    $
    60,028
    
    
    $
    31,977
    
    
    $
    36,700
 
 (a)
    
    See Note 7 for further discussion on measuring fair value of the interest rate swaps.  GainLoss recognized in
    
    Loss reclassified from
    
    recognized onaccumulated OCL
    
    accumulated OCL into
    
    ineffective portionDerivative Type
    
    (net of tax)
    
    expense (net of tax)
    
    of derivativeInterest rate swaps
    
    $
    3,232
    
    
    $
    7,955
    
    
    $
    240
 (7) Fair Value
 Measurements
  
    
    Level 1  Observable inputs such as quoted prices in active markets;
    
    Level 2  Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and
    
    Level 3  Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions.
 11




---



##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
  SignificantQuoted Prices in
    
    OtherFair Value
    
    Active Markets
    
    Observable
    
    SignificantJune 30,
    
    for Identical
    
    Inputs
    
    Unobservable2009
    
    Assets (Level 1)
    
    (Level 2)
    
    Inputs (Level 3)Interest rate derivatives (a)
    
    $
    52,108
    
    
    $
    
    $
    52,108
    
    
    $
 
 (a)
    
    Since the Companys interest rate derivative instruments are not traded on a market
exchange, the fair values are determined using valuation models which include assumptions about
the Companys credit risk and interest rates based on those observed in the underlying markets
(LIBOR swap rate).  (8) Income Tax
   (9) Acquisition
  (10) Subsequent Event
  12




---



##### Table of Contents



RSC HOLDINGS III, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
    13




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Statements in this managements discussion and analysis regarding industry outlook, our
expectations regarding the performance of our business and other non-historical statements are
forward-looking statements. These forward-looking statements are subject to numerous risks and
uncertainties. See Cautionary Note for Forward-Looking Information on page 1 of this Quarterly
Report. Our actual results may differ materially from those contained in, or implied by, any
forward-looking statements.
 The following discussion is intended to enhance the readers understanding of our business
operations and present business environment. It should be read in conjunction with our Annual
Report on Form 10-K for the year ended December 31, 2008 (the 2008 Form 10-K ), the section
entitled Risk Factors in Part II, Item 1A herein and our unaudited condensed consolidated
financial statements for the three and six months ended June 30, 2009 included in this Quarterly
Report.
 Overview
    Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Total revenues
    
    $
    326.6
    
    
    $
    449.0
    
    
    $
    677.8
    
    
    $
    871.1(Loss) income
before (benefit)
provision for
income taxes
    
    
    (16.5
    )
    
    
    65.7
    
    
    
    (37.7
    )
    
    
    102.3Net (loss) income
    
    
    (11.5
    )
    
    
    40.1
    
    
    
    (25.0
    )
    
    
    62.4
  Three Months Ended (or at)
    
    Six Months Ended (or at)June 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Adjusted EBITDA (in millions) (a)
    
    $
    108.0
    
    
    $
    207.1
    
    
    $
    215.6
    
    
    $
    389.7Utilization (b)
    
    
    57.5
    %
    
    
    71.6
    %
    
    
    57.6
    %
    
    
    70.1
    %Average fleet age (months)
    
    
    36
    
    
    
    29
    
    
    
    36
    
    
    
    29Original equipment fleet cost (in millions) (c)
    
    $
    2,455
    
    
    $
    2,731
    
    
    $
    2,455
    
    
    $
    2,731
 14




---



##### Table of Contents



(a)
    
    Defined as consolidated net (loss) income before net interest expense, income taxes
and depreciation and amortization and before certain other items, including share-based
compensation and other expense (income), net. Adjusted EBITDA is not a recognized measure
under U.S. Generally Accepted Accounting Principles (GAAP). See reconciliation between
net (loss) income and Adjusted EBITDA under Liquidity and Capital Resources  Adjusted
EBITDA.(b)
    
    Defined as average dollar value of equipment rented by customers (based on original
equipment fleet cost) for the relevant period divided by the aggregate dollar value of all
equipment (based on original cost).(c)
    
    Defined as the original dollar value of equipment purchased from the original
equipment manufacturer (OEM). Fleet purchased from non-OEM sources are assigned a
comparable original equipment cost (OEC) dollar value at the time of purchase.     Business Environment and Outlook
    15




---



##### Table of Contents




    
    Closing under-performing locations and redeploying rental fleet to more
profitable locations with higher demand;
    
    Expanding and diversifying our presence in industrial or non-construction,
markets, which historically tend to place a heightened emphasis on maintenance
during times of economic slowdowns;
    
    Minimizing capital expenditures;
    
    Reducing headcount;
    
    Divesting excess rental fleet, which generates cash and improves utilization;
    
    Utilizing excess cash flow resulting from our planned reduction in capital
expenditures and the proceeds from the sale of used rental equipment to repay
outstanding amounts on our senior ABL revolving facility;
    
    Restructuring our debt to extend existing maturities and replace shorter term
obligations with longer term obligations; and
    
    Implementing cost reduction measures throughout our business.
 Location Closures and Headcount Reduction
   $400.0 million Senior Secured Notes Offering
  16




---



##### Table of Contents



Factors Affecting Our Results of Operations
  Results of Operations
 Revenues:
 
    
    Equipment rental revenue consists of fees charged to customers for use of equipment
owned by us over the term of the rental as well as other fees charged to customers for
items such as delivery and pickup, fuel and damage waivers.
    
    Sale of merchandise revenues represent sales of contractor supplies, consumables and
ancillary products and, to a lesser extent, new equipment.
    
    Sale of used rental equipment represents revenues derived from the sale of rental
equipment that has previously been included in our rental fleet.
 Cost of revenues:
 
    
    Cost of equipment rentals, excluding depreciation, consists primarily of wages and
benefits for employees involved in the delivery and maintenance of rental equipment,
rental location facility costs and rental equipment repair and maintenance expenses.
    
    Depreciation  rental equipment consists of straight-line depreciation of equipment
included in our rental fleet.
    
    Cost of merchandise sales represents the costs of acquiring those items.
    
    Cost of used rental equipment sales represents the net book value of rental equipment
at the date of sale.
  17




---



##### Table of Contents



18




---



##### Table of Contents



Three months ended June 30, 2009, Compared to Three months ended June 30, 2008
  Percent of RevenueThree Months Ended
    
    
    Three Months EndedJune 30,
    
    
    June 30,
    
    
    Increase (decrease)2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009 versus 2008(unaudited)Revenues:Equipment rental revenue
    
    $
    270,500
    
    
    $
    404,843
    
    
    
    82.8
    %
    
    
    90.2
    %
    
    $
    (134,343
    )
    
    
    (33.2
    )%Sale of merchandise
    
    
    13,588
    
    
    
    18,894
    
    
    
    4.2
    
    
    
    4.2
    
    
    
    (5,306
    )
    
    
    (28.1
    )Sale of used rental equipment
    
    
    42,470
    
    
    
    25,280
    
    
    
    13.0
    
    
    
    5.6
    
    
    
    17,190
    
    
    
    68.0Total revenues
    
    
    326,558
    
    
    
    449,017
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    (122,459
    )
    
    
    (27.3
    )Cost of revenues:Cost of equipment rentals,
excluding depreciation
    
    
    135,365
    
    
    
    172,253
    
    
    
    41.5
    
    
    
    38.4
    
    
    
    (36,888
    )
    
    
    (21.4
    )Depreciation  rental equipment.
    
    
    72,060
    
    
    
    79,252
    
    
    
    22.1
    
    
    
    17.7
    
    
    
    (7,192
    )
    
    
    (9.1
    )Cost of merchandise sales
    
    
    9,418
    
    
    
    12,501
    
    
    
    2.9
    
    
    
    2.8
    
    
    
    (3,083
    )
    
    
    (24.7
    )Cost of used rental equipment
sales
    
    
    39,505
    
    
    
    17,217
    
    
    
    12.1
    
    
    
    3.8
    
    
    
    22,288
    
    
    
    129.5Total cost of revenues
    
    
    256,348
    
    
    
    281,223
    
    
    
    78.5
    
    
    
    62.6
    
    
    
    (24,875
    )
    
    
    (8.8
    )Gross profit
    
    
    70,210
    
    
    
    167,794
    
    
    
    21.5
    
    
    
    37.4
    
    
    
    (97,584
    )
    
    
    (58.2
    )Operating expensesSelling, general and
administrative
    
    
    35,613
    
    
    
    41,388
    
    
    
    10.9
    
    
    
    9.2
    
    
    
    (5,775
    )
    
    
    (14.0
    )Depreciation and amortization -
non-rental equipment and
intangibles
    
    
    11,194
    
    
    
    12,413
    
    
    
    3.4
    
    
    
    2.8
    
    
    
    (1,219
    )
    
    
    (9.8
    )Other operating gains, net
    
    
    (222
    )
    
    
    (445
    )
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    223
    
    
    
    (50.1
    )Total operating expenses, net
    
    
    46,585
    
    
    
    53,356
    
    
    
    14.3
    
    
    
    11.9
    
    
    
    (6,771
    )
    
    
    (12.7
    )Operating income
    
    
    23,625
    
    
    
    114,438
    
    
    
    7.2
    
    
    
    25.5
    
    
    
    (90,813
    )
    
    
    (79.4
    )Interest expense, net
    
    
    40,035
    
    
    
    48,742
    
    
    
    12.3
    
    
    
    10.9
    
    
    
    (8,707
    )
    
    
    (17.9
    )Other expense (income), net
    
    
    107
    
    
    
    (16
    )
    
    
    
    
    
    
    
    
    
    
    123
    
    
    
    n/a(Loss) income before
(benefit) provision for
income taxes
    
    
    (16,517
    )
    
    
    65,712
    
    
    
    (5.1
    )
    
    
    14.6
    
    
    
    (82,229
    )
    
    
    n/a(Benefit) provision for income
taxes
    
    
    (5,027
    )
    
    
    25,635
    
    
    
    (1.5
    )
    
    
    5.7
    
    
    
    (30,662
    )
    
    
    n/aNet (loss) income
    
    $
    (11,490
    )
    
    $
    40,077
    
    
    
    (3.5
    )%
    
    
    8.9
    %
    
    $
    (51,567
    )
    
    
    n/a
    19




---



##### Table of Contents



20




---



##### Table of Contents



21




---



##### Table of Contents



Six Months Ended June 30, 2009, Compared to Six Months Ended June 30, 2008
  Percent of RevenueSix Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    Increase (decrease)2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009 versus 2008(unaudited)Revenues:Equipment rental revenue
    
    $
    557,970
    
    
    $
    777,178
    
    
    
    82.3
    %
    
    
    89.2
    %
    
    $
    (219,208
    )
    
    
    (28.2
    )%Sale of merchandise
    
    
    27,488
    
    
    
    37,246
    
    
    
    4.1
    
    
    
    4.3
    
    
    
    (9,758
    )
    
    
    (26.2
    )Sale of used rental equipment
    
    
    92,373
    
    
    
    56,686
    
    
    
    13.6
    
    
    
    6.5
    
    
    
    35,687
    
    
    
    63.0Total revenues
    
    
    677,831
    
    
    
    871,110
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    (193,279
    )
    
    
    (22.2
    )Cost of revenues:Cost of equipment rentals,
excluding depreciation
    
    
    284,844
    
    
    
    339,090
    
    
    
    42.0
    
    
    
    38.9
    
    
    
    (54,246
    )
    
    
    (16.0
    )Depreciation  rental equipment
    
    
    147,323
    
    
    
    157,462
    
    
    
    21.7
    
    
    
    18.1
    
    
    
    (10,139
    )
    
    
    (6.4
    )Cost of merchandise sales
    
    
    19,418
    
    
    
    24,834
    
    
    
    2.9
    
    
    
    2.9
    
    
    
    (5,416
    )
    
    
    (21.8
    )Cost of used rental equipment
sales
    
    
    85,297
    
    
    
    39,674
    
    
    
    12.6
    
    
    
    4.6
    
    
    
    45,623
    
    
    
    115.0Total cost of revenues
    
    
    536,882
    
    
    
    561,060
    
    
    
    79.2
    
    
    
    64.4
    
    
    
    (24,178
    )
    
    
    (4.3
    )Gross profit
    
    
    140,949
    
    
    
    310,050
    
    
    
    20.8
    
    
    
    35.6
    
    
    
    (169,101
    )
    
    
    (54.5
    )Operating expensesSelling, general and
administrative
    
    
    75,126
    
    
    
    80,712
    
    
    
    11.1
    
    
    
    9.3
    
    
    
    (5,586
    )
    
    
    (6.9
    )Depreciation and amortization
 non-rental equipment and
intangibles
    
    
    22,976
    
    
    
    24,611
    
    
    
    3.4
    
    
    
    2.8
    
    
    
    (1,635
    )
    
    
    (6.6
    )Other operating gains, net
    
    
    (114
    )
    
    
    (1,065
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    951
    
    
    
    (89.3
    )Total operating expenses, net
    
    
    97,988
    
    
    
    104,258
    
    
    
    14.5
    
    
    
    12.0
    
    
    
    (6,270
    )
    
    
    (6.0
    )Operating income
    
    
    42,961
    
    
    
    205,792
    
    
    
    6.3
    
    
    
    23.6
    
    
    
    (162,831
    )
    
    
    (79.1
    )Interest expense, net
    
    
    80,245
    
    
    
    104,103
    
    
    
    11.8
    
    
    
    12.0
    
    
    
    (23,858
    )
    
    
    (22.9
    )Other expense (income), net
    
    
    410
    
    
    
    (643
    )
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    1,053
    
    
    
    n/a(Loss) income before
(benefit) provision for
income taxes
    
    
    (37,694
    )
    
    
    102,332
    
    
    
    (5.6
    )
    
    
    11.7
    
    
    
    (140,026
    )
    
    
    n/a(Benefit) provision for income
taxes
    
    
    (12,700
    )
    
    
    39,910
    
    
    
    (1.9
    )
    
    
    4.6
    
    
    
    (52,610
    )
    
    
    n/aNet (loss) income
    
    $
    (24,994
    )
    
    $
    62,422
    
    
    
    (3.7
    )%
    
    
    7.2
    %
    
    $
    (87,416
    )
    
    
    n/a
     22




---



##### Table of Contents



23




---



##### Table of Contents



Liquidity and Capital Resources
 Cash Flows and Liquidity
   Six months endedJune 30,2009
    
    
    2008(in 000s)Net cash provided by operating activities
    
    $
    123,184
    
    
    $
    164,105Net cash provided by (used in) investing activities
    
    
    83,363
    
    
    
    (115,270
    )Net cash used in financing activities
    
    
    (211,728
    )
    
    
    (53,692
    )Effect of foreign exchange rates on cash
    
    
    238
    
    
    
    (116
    )Net decrease in cash and cash equivalents
    
    $
    (4,943
    )
    
    $
    (4,973
    )
  Operating activities 
 Investing activities 
  24




---



##### Table of Contents



Financing activities 
 Indebtedness
    ConsolidatedFiscal Quarter Ending
    
    Leverage RatioJune 30, 2009
    
    4.50:1.00September 30, 2009
    
    4.50:1.00December 31, 2009
    
    4.50:1.00March 31, 2010 and at all times thereafter
    
    4.25:1.00
   Outlook
  25




---



##### Table of Contents



Adjusted EBITDA
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(in 000s)Net (loss) income
    
    $
    (11,490
    )
    
    $
    40,077
    
    
    $
    (24,994
    )
    
    $
    62,422Depreciation of rental equipment
and depreciation and amortization
of non-rental equipment and
intangibles
    
    
    83,254
    
    
    
    91,665
    
    
    
    170,299
    
    
    
    182,073Interest expense, net
    
    
    40,035
    
    
    
    48,742
    
    
    
    80,245
    
    
    
    104,103(Benefit) provision for income taxes
    
    
    (5,027
    )
    
    
    25,635
    
    
    
    (12,700
    )
    
    
    39,910EBITDA
    
    $
    106,772
    
    
    $
    206,119
    
    
    $
    212,850
    
    
    $
    388,508Adjustments:Share-based compensation
    
    
    1,162
    
    
    
    952
    
    
    
    2,294
    
    
    
    1,840Other expense (income), net
    
    
    107
    
    
    
    (16
    )
    
    
    410
    
    
    
    (643
    )Adjusted EBITDA
    
    $
    108,041
    
    
    $
    207,055
    
    
    $
    215,554
    
    
    $
    389,705
 Critical Accounting Policies and Estimates
  Recent Accounting Pronouncements
 Subsequent Events
 26




---



##### Table of Contents



Interim Disclosures about
Fair Value of Financial Instruments Disclosures
about Fair Value of Financial Instruments Interim
Financial Reporting
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
    27




---



##### Table of Contents



Currency Exchange Risk
  
 Item 4. Controls and Procedures
  Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 PART II. Other Information
 
 Item 1. Legal Proceedings
   28




---



##### Table of Contents



Item 1A. Risk Factors
  Risks Relating to Our Business
 Our business has been and may continue to be hurt by an economic downturn, a decline in
non-residential construction or industrial or non-construction, activities or a decline in the
amount of equipment that is rented.
  
    
    weakness or a downturn in the overall economy, including the onset of, or prolonged
exposure to, a recession;
    
    reduced access to capital markets for our customers funding of projects due to a
weakness or downturn in the overall economy or otherwise;
    
    an increase in the cost of construction materials;
    
    an increase in interest rates;
    
    adverse weather conditions or natural disasters, including an active hurricane season in
the Gulf of Mexico region, where we have a large concentration of customers; or
    
    terrorism or hostilities involving the United States or Canada.
  We face intense competition that may lead to our inability to increase or maintain our prices,
which could have a material adverse impact on our results of operations.
  29




---



##### Table of Contents



Our revenues and operating results may fluctuate and unexpected or sustained periods of decline
have had and may continue to have a material adverse effect on our business, financial condition,
results of operations and cash flows.
  
    
    downturn in the North American economy, including the reduced access to capital markets
for our customers funding of projects, any sustained periods of inflation or deflation, and
the resulting negative impact it has on the financial strength of our customers;
    
    changes in demand for our equipment or the prices we charge due to changes in economic
conditions, competition or other factors;
    
    the timing of expenditures for new equipment and the disposal of used equipment,
including the ability to effectively and efficiently reduce our fleet size by selling in the
open market for used equipment;
    
    changes in the interest rates applicable to our variable rate debt;
    
    general economic conditions in the markets where we operate;
    
    the cyclical nature of our customers businesses, particularly those operating in the
non-residential construction and industrial or non-construction, sectors;
    
    rental rate changes in response to competitive factors;
    
    our inability to maintain our price levels during long-term periods of economic decline;
    
    bankruptcy or insolvency of our competitors leading to a larger than expected amount of
used equipment in the open market;
    
    bankruptcy or insolvency of our customers, thereby reducing demand for used rental
equipment;
    
    reduction in the demand for used equipment may result in lower sales prices and volume
for used equipment sales;
    
    aging of our fleet, ultimately resulting in lower sales prices and volume for used
equipment sales;
    
    seasonal rental patterns, with rental activity tending to be lowest in the winter;
    
    downturn in oil and petrochemical-related sectors from which we derive a large share of
our industrial revenue;
    
    timing of acquisitions of companies and new location openings and related costs;
    
    labor shortages, work stoppages or other labor difficulties;
    
    disruptions of fuel supplies or increases in fuel prices;
 30




---



##### Table of Contents




    
    possible unrecorded liabilities of acquired companies;
    
    our effectiveness in integrating acquired businesses and new locations into our existing
operations; and
    
    possible write-offs or exceptional charges due to changes in applicable accounting
standards, goodwill impairment, impairment of obsolete or damaged equipment or other assets,
or the refinancing of our existing debt.
  The non-residential construction market is currently experiencing a downturn which, if sustained,
could harm our business, liquidity and results of operations.
  Our reliance on available borrowings under the Senior ABL Facilities and cash from operating
activities is necessary to operate our business and subjects us to a number of risks, many of which
are beyond our control.
   31




---



##### Table of Contents



The effects of the recent global economic crisis have had and may continue to have a negative
impact on our revenue, operating results, or financial condition.
  Our expenses could increase and our relationships with our customers could be hurt if there is
an adverse change in our relationships with our equipment suppliers or if our suppliers are unable
to provide us with products we rely on to generate revenues.
  If we are unable to collect on contracts with customers, our operating results would be adversely
affected.
  If our operating costs increase as our rental fleet ages and we are unable to pass along such
costs, our earnings will decrease.
  Our operational and cost reduction measures may not generate the improvements and efficiencies we
expect.
  32




---



##### Table of Contents



The cost of new equipment we use in our rental fleet could increase and therefore we may spend more
for replacement equipment, and in some cases we may not be able to procure equipment on a timely
basis due to supplier constraints.
  An impairment of our goodwill could have a material non-cash adverse impact on our results of
operations.
  Our rental fleet is subject to residual value risk upon disposition.
  
    
    the market price for new equipment of a like kind;
    
    wear and tear on the equipment relative to its age and the performance of preventive
maintenance;
    
    the time of year that it is sold;
    
    worldwide and domestic demand for used equipment, including the amount of used equipment
we, along with our competitors, supply to the used equipment market; and
    
    general economic conditions.
  Any failure of Atlas to indemnify us against and defend us from certain claims in accordance with
the terms of the recapitalization agreement could have a material adverse effect on us.
  33




---



##### Table of Contents



Disruptions in our information technology systems could limit our ability to effectively monitor
and control our operations and adversely affect our operating results.
  The Sponsors or their affiliates may compete directly against us.
  If we acquire any businesses in the future, they could prove difficult to integrate, disrupt our
business, or have an adverse effect on our results of operations.
  
    
    potential disruption of our ongoing business and distraction of management;
    
    difficulty integrating the acquired business; and
    
    exposure to unknown liabilities.
  34




---



##### Table of Contents



If we fail to retain key management and personnel, we may be unable to implement our business plan.
  The impairment of financial institutions may adversely affect us.
  We are exposed to various possible claims relating to our business and our insurance may not fully
protect us against those claims.
   We may be unable to maintain an effective system of internal control over financial reporting and
comply with Section 404 of the Sarbanes-Oxley Act of 2002 and other related provisions of the U.S.
securities laws.
  35




---



##### Table of Contents



Environmental, health and safety laws, regulations and requirements and the costs of complying with
them, or any liability or obligation imposed under them, could adversely affect our financial
position, results of operations or cash flow.
     Our costs of doing business could increase as a result of changes in U.S. federal, state or local
regulations.
  We may not be able to adequately protect our intellectual property and other proprietary rights
that are material to our business.
  36




---



##### Table of Contents



Certain existing stockholders of RSC Holdings have significant control over our company and large
ownership positions that could be sold, transferred or distributed.
   We face risks related to changes in our ownership.
  Risks Related to our Indebtedness
 We have substantial debt, which could adversely affect our financial condition, our ability to
obtain financing in the future and our ability to react to changes in our business and make
payments on our indebtedness.
   
    
    make it more difficult for us to satisfy our obligations to the holders of our Notes and
to the lenders under our Senior Credit Facilities, resulting in possible defaults on and
acceleration of such debt;
 37




---



##### Table of Contents




    
    require us to dedicate a substantial portion of our cash flow from operations to make
payments on our debt, which would reduce the availability of our cash flow from operations
to fund working capital, capital expenditures, acquisitions or other general corporate
purposes;
    
    increase our vulnerability to general adverse economic and industry conditions, including
interest rate fluctuations, because a portion of our borrowings, including under the Senior
Credit Facilities, bears interest at variable rates;
    
    place us at a competitive disadvantage to our competitors with proportionately less debt
or comparable debt at more favorable interest rates;
    
    limit our ability to refinance our existing indebtedness on favorable terms or at all or
borrow additional funds in the future for, among other things, working capital, capital
expenditures, acquisitions or debt service requirements;
    
    limit our flexibility in planning for, or reacting to, changing conditions in our
business and industry; and
    
    limit our ability to react to competitive pressures, or make it difficult for us to carry
out capital spending that is necessary or important to our growth strategy and our efforts
to improve operating margins.
  Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantial
additional debt, which could further exacerbate the risks associated with our current substantial
debt.
  Restrictive covenants in certain of the agreements and instruments governing our indebtedness may
adversely affect our financial and operational flexibility.
  
    
    incur additional indebtedness or provide guarantees;
    
    engage in mergers, acquisitions or dispositions of assets;
    
    enter into sale-leaseback transactions;
    
    make dividends or other restricted payments;
    
    prepay other indebtedness;
    
    engage in certain transactions with affiliates;
    
    make investments;
    
    change the nature of our business;
 38




---



##### Table of Contents




    
    incur liens;
    
    enter into currency, commodity and other hedging transactions; and
    
    amend specified debt agreements.
   
    
    incur additional debt;
    
    pay dividends or distributions on their capital stock or repurchase their capital stock;
    
    make certain investments;
    
    create liens on their assets to secure debt;
    
    enter into certain transactions with affiliates;
    
    create limitations on the ability of the restricted subsidiaries to make dividends or
distributions to their respective parents;
    
    merge or consolidate with another company; and
    
    transfer and sell assets.
 39




---



##### Table of Contents



We may not be able to generate sufficient cash to make payments on all of our debt and our ability
to refinance all or a portion of our debt or obtain additional financing depends on many factors
beyond our control. As a result, we may be forced to take other actions to satisfy our obligations
under such indebtedness, which may not be successful.
  A significant portion of our outstanding indebtedness is secured by substantially all of our
consolidated assets. As a result of these security interests, such assets would only be available
to satisfy claims of our general creditors or to holders of our equity securities if we were to
become insolvent to the extent the value of such assets exceeded the amount of our indebtedness and
other obligations. In addition, the existence of these security interests may adversely affect our
financial flexibility.
   40




---



##### Table of Contents



An increase in interest rates would increase the cost of servicing our indebtedness and could
reduce our profitability.
  Risks Related to Market and Economic Factors
 Our operating and financial performance in any given period might not meet the guidance we have
provided to the public.
  41




---



##### Table of Contents



The certificate of incorporation, by-laws of RSC Holdings and Delaware law may discourage takeovers and business
combinations that its stockholders might consider in their best interests.
  
    
    establishment of a classified Board of Directors, with staggered terms;
    
    granting to the Board of Directors sole power to set the number of directors and to
fill any vacancy on the Board of Directors, whether such vacancy occurs as a result of
an increase in the number of directors or otherwise;
    
    limitations on the ability of stockholders to remove directors;
    
    the ability of the Board of Directors to designate and issue one or more series of
preferred stock without stockholder approval, the terms of which may be determined at
the sole discretion of the Board of Directors;
 42




---



##### Table of Contents




    
    prohibition on stockholders from calling special meetings of stockholders;
    
    establishment of advance notice requirements for stockholder proposals and
nominations for election to the Board of Directors at stockholder meetings; and
    
    prohibiting its stockholders from acting by written consent if the Sponsors cease to
collectively hold a majority of its outstanding common stock.
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  43




---



##### Table of Contents



Item 6. Exhibits
 Exhibits and Financial Statement Schedules
 ExhibitNumber
    
    Description4.1(1)
    
    Indenture, dated as of July 1, 2009, by and among RSC Equipment
Rental, Inc., RSC Holdings III, LLC, Wells Fargo Bank, National
Association, as Trustee, and Deutsche Bank AG, New York Branch, as
Note Collateral Agent4.2(1)
    
    First Amendment to Intercreditor Agreement, dated as of July 1, 2009,
by and among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC
Equipment Rental, Inc., each other grantor from time to time party
thereto, Deutsche Bank AG, New York Branch, as U.S. collateral agent
under the First-Lien Loan Documents (as defined therein)4.3(1)
    
    First Lien Intercreditor Agreement, dated as of July 1, 2009, by and
among RSC Holdings III, LLC, RSC Equipment Rental, Inc., Deutsche Bank
AG, New York Branch, as U.S. collateral agent under the Senior Loan
Documents (as defined therein) and as collateral agent under the First
Lien Last Out Note Documents (as defined therein)4.4(1)
    
    Collateral Agreement, dated as of July 1, 2009, by and between RSC
Equipment Rental, Inc., RSC Holdings III, LLC, certain domestic
subsidiaries of RSC Holdings III, LLC that may become party thereto
from time to time and Deutsche Bank AG, New York Branch, as Note
Collateral Agent10.1(1)
    
    First Amendment to Credit Agreement, dated as of June 26, 2009, by and
among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment
Rental, Inc., RSC Equipment Rental of Canada Ltd., Deutsche Bank AG,
New York Branch, as U.S. administrative agent, Deutsche Bank AG,
Canada Branch, as Canadian administrative agent, and the other
financial institutions party thereto from time to time31.1
    
    Certification of Chief Executive Officer as required by Rule 13a-14(a)
of the Securities Exchange Act of 1934, as amended31.2
    
    Certification of Chief Financial Officer as required by Rule 13a-14(a)
of the Securities Exchange Act of 1934, as amended32.1
    
    Certifications of Chief Executive Officer and Chief Financial Officer
as required by Rule 13a-14(b) of the Securities Exchange Act of 1934,
as amended
 
 (1)
    
    Incorporated by reference to the like numbered exhibit to RSC Holdings III, LLC and RSC
Equipment Rental, Inc. Current Report on Form 8-K, dated June 26, 2009 and filed with the
Securities and Exchange Commission on July 2, 2009 (file nos. 333-144625-01 and 333-144625). 44




---



##### Table of Contents



SIGNATURES
  RSC Holdings III, LLC  RSC Equipment Rental, Inc.
 Signature
    
    Title
    
    Date/s/  Erik Olsson

Erik Olsson
    
    President and Director (Principal Executive Officer)
    
    July 30, 2009/s/ David Mathieson

David Mathieson
    
    Chief Financial Officer (Principal Financial and
Principal Accounting Officer)
    
    July 30, 2009
 45




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description4.1(1)
    
    Indenture, dated as of July 1, 2009, by and among RSC Equipment
Rental, Inc., RSC Holdings III, LLC, Wells Fargo Bank, National
Association, as Trustee, and Deutsche Bank AG, New York Branch, as
Note Collateral Agent4.2(1)
    
    First Amendment to Intercreditor Agreement, dated as of July 1, 2009,
by and among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC
Equipment Rental, Inc., each other grantor from time to time party
thereto, Deutsche Bank AG, New York Branch, as U.S. collateral agent
under the First-Lien Loan Documents (as defined therein)4.3(1)
    
    First Lien Intercreditor Agreement, dated as of July 1, 2009, by and
among RSC Holdings III, LLC, RSC Equipment Rental, Inc., Deutsche Bank
AG, New York Branch, as U.S. collateral agent under the Senior Loan
Documents (as defined therein) and as collateral agent under the First
Lien Last Out Note Documents (as defined therein)4.4(1)
    
    Collateral Agreement, dated as of July 1, 2009, by and between RSC
Equipment Rental, Inc., RSC Holdings III, LLC, certain domestic
subsidiaries of RSC Holdings III, LLC that may become party thereto
from time to time and Deutsche Bank AG, New York Branch, as Note
Collateral Agent10.1(1)
    
    First Amendment to Credit Agreement, dated as of June 26, 2009, by and
among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment
Rental, Inc., RSC Equipment Rental of Canada Ltd., Deutsche Bank AG,
New York Branch, as U.S. administrative agent, Deutsche Bank AG,
Canada Branch, as Canadian administrative agent, and the other
financial institutions party thereto from time to time31.1
    
    Certification of Chief Executive Officer as required by Rule 13a-14(a)
of the Securities Exchange Act of 1934, as amended31.2
    
    Certification of Chief Financial Officer as required by Rule 13a-14(a)
of the Securities Exchange Act of 1934, as amended32.1
    
    Certifications of Chief Executive Officer and Chief Financial Officer
as required by Rule 13a-14(b) of the Securities Exchange Act of 1934,
as amended
 
 (1)
    
    Incorporated by reference to the like numbered exhibit to RSC Holdings III, LLC and RSC
Equipment Rental, Inc. Current Report on Form 8-K, dated June 26, 2009 and filed with the
Securities and Exchange Commission on July 2, 2009 (file nos. 333-144625-01 and 333-144625). 46