exv10w1






EXECUTION COPY



Exhibit 10.1




SECOND AMENDMENT




          SECOND AMENDMENT, dated as of July 30, 2009 (this “Amendment”), to the Credit
Agreement, dated as of November 27, 2006 (as amended on June 26, 2009, the “Existing Credit
Agreement”), 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 banks and other financial institutions from time to time party thereto
(the “Lenders”), 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 Existing Credit Agreement or the Restated Credit Agreement (as defined
below), as the context may require.



W I T N E S S E T H:





          WHEREAS, the Borrowers have requested an amendment to the Existing Credit Agreement pursuant
to which (a) the existing RCF Commitments of the RCF Lenders shall be reduced by an aggregate
amount equal to $193,125,000 on the Second Amendment Effective Date (as defined below), (b) certain
RCF Lenders shall agree to extend the termination date applicable to (i) their U.S. RCF Commitments
in effect immediately prior to the Second Amendment Effective Date (such commitments, the
“Existing U.S. RCF Commitments”) to August 30, 2013 (such extended U.S. RCF Commitments,
“Extending U.S. RCF Commitments” and such extended termination date, the “Extending RCF
Maturity Date”) and (ii) their Canadian RCF Commitments in effect immediately prior to the
Second Amendment Effective Date (such commitments, the “Existing Canadian RCF Commitments”)
to the Extending RCF Maturity Date (such extended Canadian RCF Commitments, “Extending Canadian
RCF Commitments”) and (c) certain provisions of the Existing Credit Agreement, including
provisions relating to financial covenants, shall be amended;



          WHEREAS, (i) the existing U.S. RCF Lenders whose U.S. RCF Commitments are set forth on
Annex B hereto under the heading “Extending U.S. RCF Commitment” (the “Extending U.S.
RCF Lenders”) have agreed to convert their Existing U.S. RCF Commitments into Extending U.S.
RCF Commitments in the amounts reflected for each such U.S. RCF Lender on such Annex B, on
the terms and subject to the conditions set forth herein and (ii) the existing Canadian RCF Lenders
whose Canadian RCF Commitments are set forth on Annex B hereto under the heading “Extending
Canadian RCF Commitment” (the “Extending Canadian RCF Lenders” and, together with the
Extending U.S. RCF Lenders, the “Extending RCF Lenders”) have agreed to convert their
Existing Canadian RCF Commitments into Extending Canadian RCF Commitments in the amounts reflected
for each such Canadian RCF Lender on such Annex B, in each case on the terms and the
conditions provided for herein; and



 









 







          WHEREAS, in order to effect the foregoing,
the Borrowers and the other parties hereto desire
to amend and restate, as of the Second Amendment Effective Date, the Existing Credit Agreement and
to enter into certain other agreements herein, in each case subject to the terms and conditions set
forth herein;



          THEREFORE, in consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


I. Amendment and Restatement of the Existing Credit Agreement.




     1. Effective as of the Second Amendment Effective Date:




     (i) the Existing Credit Agreement is hereby amended and restated in its entirety in the
form of the Amended and Restated Credit Agreement set forth as Annex A hereto (the
Existing Credit Agreement, as so amended and restated, being referred to as the
“Restated Credit Agreement”);




     (ii) Schedule A to the Existing Credit Agreement is hereby deleted in its entirety and
replaced with Schedule A attached hereto as 

Annex B;




     (iii) Exhibit A-3 to the Existing Credit Agreement is hereby deleted in its entirety
and replaced with Exhibit A-3 attached hereto as Annex C; and




     (iv) Exhibit C to the Existing Credit Agreement is hereby deleted in its entirety and
replaced with Exhibit C attached hereto as Annex D.



     2. Except as set forth in Section 1 above, all schedules and exhibits to the Existing Credit
Agreement, in the forms thereof immediately prior to the Second Amendment Effective Date, will
continue to be schedules and exhibits to the Restated Credit Agreement.



II. Concerning the Revolving Credit Facilities.




     1. On the Second Amendment Effective Date:




     (i) with respect to each RCF Lender that has provided the U.S. Administrative Agent
with a Notice of Extension (as defined below), (x) such RCF Lender’s Existing U.S. RCF
Commitments to be extended pursuant to this Amendment as specified in such Notice of
Extension shall automatically and without further act be deemed to be converted into
Extending U.S. RCF Commitments under the Restated Credit Agreement, in the amount (if any)
so specified and/or (y) such RCF Lender’s Existing Canadian RCF Commitments to be extended
pursuant to this Amendment as specified in such Notice of Extension shall automatically and
without further act be deemed to be converted into Extending Canadian RCF Commitments under
the Restated Credit Agreement, in the amount (if any) so specified;



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     (ii) all Existing U.S. RCF Commitments that are not converted into Extending U.S. RCF
Commitments as provided in clause (i) of this Section 1 shall be redesignated as
Non-Extending U.S. RCF Commitments under the Restated Credit Agreement;




     (iii) all Existing Canadian RCF Commitments that are not converted into Extending
Canadian RCF Commitments as provided in clause (i) of this Section 1 shall be redesignated
as Non-Extending Canadian RCF Commitments under the Restated Credit Agreement;




     (iv) after giving effect to the transactions contemplated by this Amendment and the
Restated Credit Agreement, (x) all Existing U.S. RCF Commitments shall have been either
converted into Extending U.S. RCF Commitments or redesignated as Non-Extending U.S. RCF
Commitments, and (y) all Existing Canadian RCF Commitments shall have been either converted
into Extending Canadian RCF Commitments or redesignated as Non-Extending Canadian RCF
Commitments;




     (v) the U.S. Borrowers shall, in coordination with the U.S. Administrative Agent, repay
outstanding Non-Extending U.S. RCF Loans and/or Extending U.S. RCF Loans of certain of the
Lenders with a Non-Extending U.S. RCF Commitment or Extending U.S. RCF Commitment, as
applicable, and incur additional Non-Extending U.S. RCF Loans and/or Extending U.S. RCF
Loans from certain Lenders with a Non-Extending U.S. RCF Commitment and/or Extending U.S.
RCF Commitment, in each case to the extent necessary so that (i) all of the Lenders
participate in each Borrowing of Non-Extending U.S. RCF Loans and Extending U.S. RCF Loans,
as the case may be, pro rata within each Tranche on the basis of their
respective Non-Extending U.S. RCF Commitments or Extending U.S. RCF Commitments (after
giving effect to the transactions contemplated by this Amendment and the Restated Credit
Agreement) and (ii) the aggregate principal amount of U.S. RCF Loans outstanding under the
U.S. RC Facilities is allocated pro rata between such Facilities based on
the relative amount of the Total Extending U.S. RCF Commitments on the one hand and the
Total Non-Extending U.S. RCF Commitments on the other hand; and




     (vi) the Canadian Borrowers shall, in coordination with the Canadian Administrative
Agent, repay outstanding Non-Extending Canadian RCF Loans and/or Extending Canadian RCF
Loans of certain of the Lenders with a Non-Extending Canadian RCF Commitment or Extending
Canadian RCF Commitment, as applicable, and incur additional Non-Extending Canadian RCF
Loans and/or Extending Canadian RCF Loans from certain Lenders with a Non-Extending Canadian
RCF Commitment and/or Extending Canadian RCF Commitment, in each case to the extent
necessary so that (i) all of the Lenders participate in each Borrowing of Non-Extending
Canadian RCF Loans and Extending Canadian RCF Loans, as the case may be, pro
rata within each Tranche on the basis of their respective Non-Extending Canadian RCF
Commitments or Extending Canadian RCF Commitments (after giving effect to the transactions
contemplated by this Amendment and the Restated Credit Agreement) and (ii) the aggregate
principal amount of Canadian RCF Loans outstanding under the Canadian RC Facilities is
allocated pro rata between such Facilities based on the relative amount of
the



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Total Extending Canadian RCF Commitments on the one hand and the Total Non-Extending
Canadian RCF Commitments on the other hand.



     2. In addition to the extensions of Existing U.S. RCF Commitments and Existing Canadian RCF
Commitments provided pursuant to Section 1 above, certain RCF Lenders and other Persons have
previously agreed with the Borrowers in consultation with the U.S. Administrative Agent or the
Canadian Administrative Agent, as applicable, to provide new Extending U.S. RCF Commitments and/or
Extending Canadian RCF Commitments, which Extending U.S. RCF Commitments and Extending Canadian RCF
Commitments shall be effective on the occurrence of the Restatement Effective Date and shall be
included in the revised Schedule A attached hereto as Annex B prepared in accordance with
Part IV, Section 3 of this Amendment. The agreement of such RCF Lenders and other Persons to
provide new Extending U.S. RCF Commitments and/or Extending Canadian RCF Commitments shall be
evidenced by an agreement in form and substance reasonably satisfactory to the Parent Borrower and
the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable.



     3. On the Restatement Effective Date, with respect to each of the Letters of Credit which were
issued under the Restated Credit Agreement prior to the Restatement Effective Date and which remain
outstanding on the Restatement Effective Date (each such Letter of Credit, a “Converting Letter
of Credit” and, collectively, the “Converting Letters of Credit”) and any related
Unpaid Drawings, there shall be (i) an automatic adjustment to the Extending U.S. RCF L/C
Obligation Exposure, the Non-Extending U.S. RCF L/C Obligation Exposure, the Extending Canadian RCF
L/C Obligation Exposure and the Non-Extending Canadian RCF L/C Obligation Exposure, as applicable,
so that the Extending U.S. RCF L/C Obligation Exposure, the Non-Extending U.S. RCF L/C Obligation
Exposure, the Extending Canadian RCF L/C Obligation Exposure and the Non-Extending Canadian RCF L/C
Obligation Exposure, as applicable, arising from each such Converting Letter of Credit and any
related Unpaid Drawing is allocated with respect to Letters of Credit issued under the U.S. RC
Facilities and the Canadian RC Facilities, as applicable, ratably between the Extending U.S. RC
Facility and the Non-Extending U.S. RC Facility or the Extending Canadian RC Facility and the
Non-Extending Canadian RC Facility, as applicable, based on the relative amounts of the Total
Extending U.S. RCF Commitments and the Total Non-Extending U.S. RCF Commitments or the Total
Extending Canadian RCF Commitments and the Total Non-Extending Canadian RCF Commitments, as
applicable, and (ii) an automatic adjustment to the participations therein held by the Lenders
pursuant to subsection 3.4(a) of the Restated Credit Agreement, so that the undivided
participations and interests of the RCF Lenders in each such Converting Letter of Credit and any
related Unpaid Drawing are allocated with respect to Letters of Credit issued under the U.S. RC
Facilities and the Canadian RC Facilities, as applicable, ratably within each of the Extending U.S.
RC Facility and the Non-Extending U.S. RC Facility or the Extending Canadian RC Facility and the
Non-Extending Canadian RC Facility, as applicable, based on the Extending U.S. RCF Commitment
Percentages, the Non-Extending U.S. RCF Commitment Percentages, the Extending Canadian RCF
Commitment Percentages and the Non-Extending Canadian RCF Commitment Percentages, as the case may
be, of such RCF Lenders.



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III. RCF Commitment Reduction.




     1. On the Second Amendment Effective Date (i) the Total RCF Commitments shall hereby be
reduced by an aggregate amount equal to $193,125,000 and (ii) to the extent required by subsections
4.4(c)(iii) and 4.4(c)(iv) of the Existing Credit Agreement, the Borrowers shall repay outstanding
Loans and/or cash collateralize outstanding L/C Obligations. Annex B attached hereto
reflects such reduction in the RCF Commitments.



IV. Miscellaneous Provisions.




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




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




     (b) all of the representations and warranties contained in the Restated Credit
Agreement and in the other Loan Documents are true and correct in all material respects on
the Second 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 Second 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. Each RCF Lender with an Existing U.S. RCF Commitment or an Existing Canadian RCF Commitment
immediately prior to the effectiveness of this Amendment may provide an Extending U.S. RCF
Commitment or Extending Canadian RCF Commitment, as applicable, in respect of such RCF Lender’s
Existing U.S. RCF Commitment or Existing Canadian RCF Commitment, as applicable, (as in effect
immediately prior to the effectiveness of this Amendment) by providing the U.S. Administrative
Agent with a notice in form and substance satisfactory to the U.S. Administrative Agent by 12:00
P.M. (New York time) on July 29, 2009 (or such later date as may be determined by the U.S.
Administrative Agent in its sole discretion), which notice may take the form of Annex D
attached hereto (the “Notice of Extension”).



     3. On or prior to the Second Amendment Effective Date, the U.S. Administrative Agent will
prepare, and provide to the Lenders via Intralinks, a revised Schedule A to the Restated
Credit Agreement (attached hereto as Annex B) that sets forth the Commitments and address
of each Lender (i.e., the Extending U.S. RCF Commitments, the Extending Canadian RCF Commitments,
the Non-Extending U.S. RCF Commitments and the Non-Extending Canadian RCF Commitments) after giving
effect to this Amendment. The Lenders authorize and direct the U.S. Administrative Agent to
prepare a revised Schedule A to the Restated Credit Agreement in accordance with the
requirements hereof and, on the Second Amendment Effective Date, such revised Schedule A to
the Restated Credit Agreement will supersede existing Schedule A to the Restated Credit
Agreement. The parties hereto hereby agree that Schedule A



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to the Restated Credit Agreement may be further updated after the Restatement Effective Date
to reflect changes in the addresses of the RCF Lenders set forth therein.




     4. This Amendment is limited as specified and shall not constitute a modification, acceptance
or waiver of any other provision of the Existing Credit Agreement or any other Loan Document.



     5. This 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.



     6. THIS 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.



     7. This Amendment shall become effective on the date (the “Second Amendment Effective
Date”) when each of the following conditions shall have been satisfied:




     (i) Holdings, each Borrower, each Extending U.S. RCF Lender, each Extending Canadian
RCF Lender, each Administrative Agent, each Issuing Lender, the Swing Line Lender and the
Supermajority 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 the U.S. Administrative Agent for the account of
each RCF Lender that provides Extending RCF Commitments a non-refundable commitment fee (the
“Extending Fee”) in dollars in an amount separately agreed to by such RCF Lender,
the Borrowers, and the U.S. Administrative Agent;




     (iii) the U.S. Borrowers shall repay all Swing Line Loans (including accrued and unpaid
interest thereon) that are outstanding immediately prior to giving effect to this Amendment;




     (iv) the Borrowers shall have paid (x) to each Lender which has an RCF Commitment
immediately prior to giving effect to this Amendment, all accrued and unpaid interest on the
RCF Loans (whether or not otherwise due and payable) through the Second Amendment Effective
Date, (y) to each Lender that has provided notice of the amount that it is entitled to
receive pursuant to subsection 4.12(c) of the Restated Credit Agreement no later than two
(2) Business Days prior to the Second Amendment Effective Date (it being understood that the
failure by any Lender to deliver such notice shall not extinguish such Lender’s right to
indemnification under subsection 4.12(c) of the Existing Credit Agreement), any amounts owed
to such Lender under subsection 4.12(c)



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of the Existing Credit Agreement as a result of the transactions contemplated by this
Amendment, and (z) the respective Issuing Lender and the respective Lenders, all accrued and
unpaid letter of credit commissions and fronting fees pursuant to subsection 3.3 of the
Restated Credit Agreement, which commissions and fees shall have been paid by the Borrowers
to the U.S. Administrative Agent for distribution to such Lenders or the respective Issuing
Lender, as the case may be, on the Second Amendment Effective Date;




     (v) the Borrowers shall have paid to the U.S. Administrative Agent (or its applicable
affiliate) (i) all fees and other amounts due and payable to the U.S. Administrative Agent
and/or any of its Affiliates as may be agreed to in writing by Holdings and/or any of the
Borrowers (and/or any of their respective Affiliates) and the U.S. Administrative Agent
and/or any of its Affiliates in connection with this Amendment, and (ii) 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 required under
subsection 11.5 of the Existing Credit Agreement;




     (vi) there shall have been delivered to the U.S. Administrative Agent copies of
resolutions of the board of directors of Holdings, the Parent Borrower, RSC and RSC Canada
approving and authorizing the execution, delivery and performance of this Amendment and the
Loan Documents as amended by this Amendment, certified as of the Second Amendment Effective
Date by the corporate secretary or an assistant secretary of such Loan Party as being in
full force and effect without modification or amendment;




     (vii) the U.S. Administrative Agent shall have received from Debevoise & Plimpton LLP,
special New York counsel to the Borrowers, an opinion addressed to each Agent and each of
the Lenders and dated the Second Amendment Effective Date, which opinion shall be in form
and substance reasonably satisfactory to the U.S. Administrative Agent; and




     (viii) the Administrative Agent shall have prepared a revised Schedule A to the
Restated Credit Agreement in accordance with Part IV, Section 3 of this Amendment and shall
have posted such revised Schedule A to the Restated Credit Agreement to the Lenders
via Intralinks.



     8. By executing and delivering a copy hereof, each Loan Party hereby acknowledges that all
Loans (as defined after giving effect to the Amendment) shall continue to be fully guaranteed
pursuant to the Canadian Guarantee Agreement and the U.S. Guarantee and Collateral Agreement in
accordance with the terms and provisions thereof and shall continue to be secured in accordance
with the terms and provisions of the Security Documents.



     9. The changes to the definitions of “Applicable Rate” and “Pricing Grid” in subsection 1.1 of
the Restated Credit Agreement effected pursuant to this Amendment shall apply and be effective on
and after the Second Amendment Effective Date. The definitions of “Applicable Rate” and “Pricing
Grid” in subsection 1.1 of the Existing Credit Agreement shall apply and be effective for the
period ending on, but not including, the Second Amendment Effective Date.



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     10. From and after the Second Amendment Effective Date, all references in each of the Loan
Documents to the “Credit Agreement” shall be deemed to be references to the Restated Credit
Agreement.



*       *       *




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          IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this 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 ABL Credit Agreement  Amendment — Revolver Extension





 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH,

   as U.S. Administrative Agent

 	 
	 	By:  	/s/
Marguerite
Sutton	 
	 	 	Name:  	Marguerite
Sutton	 
	 	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	
/s/ Enrique Landaeta	 
	 	 	Name:  	Enrique Landaeta	 
	 	 	Title:  	Vice President	 
	 
	 	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 ABL Credit Agreement Second Amendment — Revolver Extension







 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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 through its Canada Branch)	 
	 
	 	By:  	/s/ Medina Sales de Andrade	 
	 	 	Name:  	Medina Sales de Andrade	 
	 	 	Title:  	Vice President	 
	 



Signature page to ABL Credit Agreement Second Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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/ Daniel K. Clancy	 
	 	 	Name:  	Daniel K. Clancy	 
	 	 	Title:  	Senior Vice President	 
	 



Signature page to ABL Credit Agreement Second Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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: 

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 ABL Credit Agreement  Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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 ABL Credit Agreement  Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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/ Maura Fitzgerald	 
	 	 	Name:  	Maura Fitzgerald	 
	 	 	Title:  	Duly Authorized Signatory	 
	 



Signature page to ABL Credit Agreement Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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/
Maura Fitzgerald	 
	 	 	Name:  	Maura Fitzgerald	 
	 	 	Title:  	Duly Authorized Signatory	 
	 



Signature page to ABL Credit Agreement Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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 Zem	 
	 	 	Name:  	Richard Zem	 
	 	 	Title:  	Duly Authorized Signatory	 



Signature page to ABL Credit Agreement Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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: 
	 
	 	HSBC
Business Credit USA Inc.	 
	 
	 	By:  	/s/
Daniel J. Williams 	 
	 	 	Name:  	Daniel J. Williams	 
	 	 	Title:  	Vice President	 
	 



Signature page to ABL Credit Agreement Second Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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/
Santiago Giraldo	 
	 	 	Name:  	Santiago Giraldo	 
	 	 	Title:  	Vice-President	 
	 



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	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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: 
	 
	 	JPMorgan
Chase Bank, N.A., Toronto Branch	 
	 
	 	By:  	/s/
Steve Voigt	 
	 	 	Name:  	Steve Voigt	 
	 	 	Title:  	Senior Vice President	 
	 



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	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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
TSB BANK PLC	 
	 
	 	By:  	/s/
Deremy Harrison	 
	 	 	Name:  	Deremy Harrison	 
	 	 	Title:  	Director	 
	 
	 
	 
	 	Subject to satisfactory loan documentation
	 
	 	/s/
Alexander Wilson
	 	Alexander Wilson

Director

Financial Institutions, USA

W055	 



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	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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




National City Business Credit:
	 
	 
	 	By:  	/s/
Thomas F. Karlov	 
	 	 	Name:  	Thomas F. Karlov	 
	 	 	Title:  	Director	 
	 



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	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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


	 
	 	PNC
Bank, N.A.	 
	 
	 	By:  	/s/
Parameswar Sivaramakrishnan	 
	 	 	Name:  	Parameswar Sivaramakrishnan	 
	 	 	Title:  	Vice President	 
	 



Signature page to ABL Credit Agreement Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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	 
	 



Signature page to ABL Credit Agreement Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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: 


	 
	 	Sun Trust Bank	 
	 
	 	By:  	/s/ Hector Molina
	 
	 	 	Name:  	Hector Molina	 
	 	 	Title:  	Associate	 
	 



Signature page to ABL Credit Agreement Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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: 
	 
	 	     
Union Bank, N.A.	 
	 
	 	By:  	/s/ Brent Housteau	 
	 	 	Name:  	Brent Housteau	 
	 	 	Title:  	Vice President	 
	 



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	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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/ Carlo Valles	 
	 	 	Name:  	Carlo Valles	 
	 	 	Title:  	Director	 
	 



Signature page to ABL Credit Agreement Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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/
D. B. Laughton

	 
	 	 	Name:  	D. B. Laughton	 
	 	 	Title:  	Managing  Director	 



Signature page to ABL Credit Agreement Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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, NATIONAL ASSOCIATION	 
	 
	 	By:  	/s/
Joseph G. Colianni
	 
	 	 	Name:  	JOSEPH G. COLIANNI	 
	 	 	Title:  	SENIOR VICE PRESIDENT	 



Signature page to ABL Credit Agreement Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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 ABL Credit Agreement Amendment — Revolver Extension




 









 








	 	 	 	 	 
	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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

	 	 	 
	 
	 	FORTIS
CAPITAL (CANADA) LTD.	 
	 
	 	 	 
	 
	 	By:  	/s/ Barbara E. Nash	 
	 	 	Name:  	Barbara E. Nash	 
	 	 	Title:  	Managing Director & Group Head	 
	 



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	 	SIGNATURE PAGE TO THE SECOND AMENDMENT, 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

	 	 	 
	 
	 	FORTIS
BANK S.A./N.V., NEW YORK BRANCH	 
	 
	 	 	 
	 
	 	By:  	/s/
Bryan L. Bains 	 
	 	 	Name:  	Bryan L. Bains	 
	 	 	Title:  	Assistant Vice President	 
	 
	 
	 	/s/ Barbara E. Nash
	 	Barbara E. Nash
	 	Managing Director & Group Head
	 



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ANNEX A






 





AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of November 27, 2006




and Amended and Restated as of July 30, 2009


among


RSC HOLDINGS II, LLC,




RSC HOLDINGS III, LLC,




RSC EQUIPMENT RENTAL, INC.,




RSC EQUIPMENT RENTAL OF CANADA LTD.,




EACH OTHER BORROWER PARTY HERETO,




VARIOUS LENDERS,




DEUTSCHE BANK AG, NEW YORK BRANCH,

as U.S. Administrative Agent and U.S. Collateral Agent,




DEUTSCHE BANK AG, CANADA BRANCH,

as Canadian Administrative Agent and Canadian Collateral Agent,




WELLS FARGO BANK, N.A.,

as Syndication Agent,




and




BANK OF AMERICA, N.A.

and

JPMORGAN CHASE BANK, N.A.,

as Co-Documentation Agents

 





DEUTSCHE BANK SECURITIES INC.,




BANC OF AMERICA SECURITIES LLC,




J.P. MORGAN SECURITIES INC.

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Book Managers




 





 









 





Table of Contents




	 	 	 	 	 
	Section 1. Definitions
	 	 	1	 
	 
	 	 	 	 
	1.1 Defined Terms
	 	 	1	 
	1.2 Other Definitional Provisions
	 	 	63	 
	 
	 	 	 	 
	Section 2. Amount and Terms of Commitments
	 	 	63	 
	 
	 	 	 	 
	2.1 RCF Commitments
	 	 	63	 
	2.2 Procedure for Borrowings
	 	 	72	 
	2.3 Termination or Reduction of Commitments
	 	 	73	 
	2.4 Swing Line Commitments
	 	 	75	 
	2.5 Repayment of Loans
	 	 	79	 
	2.6 Conversion and Creation of Extending RCF Commitments
	 	 	80	 
	 
	 	 	 	 
	Section 3. Letters of Credit
	 	 	84	 
	 
	 	 	 	 
	3.1 L/C Commitment
	 	 	84	 
	3.2 Procedure for Issuance of Letters of Credit
	 	 	86	 
	3.3 Fees, Commissions and Other Charges
	 	 	87	 
	3.4 L/C Participations
	 	 	88	 
	3.5 Reimbursement Obligation of the Borrowers
	 	 	89	 
	3.6 Obligations Absolute
	 	 	90	 
	3.7 L/C Payments
	 	 	91	 
	3.8 L/C Request
	 	 	91	 
	3.9 Additional Issuing Lenders
	 	 	91	 
	3.10 Letter of Credit Back-Stop Arrangements
	 	 	91	 
	3.11 Converting Letters of Credit
	 	 	92	 
	 
	 	 	 	 
	Section 4. General Provisions Applicable to Loans and Letters of Credit
	 	 	94	 
	 
	 	 	 	 
	4.1 Interest Rates and Payment Dates
	 	 	94	 
	4.2 Conversion and Continuation Options
	 	 	97	 
	4.3 Minimum Amounts of Sets
	 	 	98	 
	4.4 Optional and Mandatory Prepayments
	 	 	98	 
	4.5 Commitment Fees; U.S. Administrative Agent’s Fee; Other Fees
	 	 	103	 
	4.6 Computation of Interest and Fees
	 	 	104	 
	4.7 Inability to Determine Interest Rate
	 	 	109	 
	4.8 Pro Rata Treatment and Payments
	 	 	110	 
	4.9 Illegality
	 	 	114	 
	4.10 Requirements of Law
	 	 	114	 
	4.11 Taxes
	 	 	116	 
	4.12 Indemnity
	 	 	120	 
	4.13 Certain Rules Relating to the Payment of Additional Amounts
	 	 	121	 
	4.14 Controls on Prepayment if Aggregate Outstanding RCF Credit Exceeds Aggregate RCF
Commitments
	 	 	123	 
	4.15 Canadian RCF Lenders
	 	 	123	 






i 









 






Table of Contents
(continued)




	 	 	 	 	 
	4.16 Cash Receipts
	 	 	124	 
	 
	 	 	 	 
	Section 5. Representations and Warranties
	 	 	128	 
	 
	 	 	 	 
	5.1 Financial Condition
	 	 	128	 
	5.2 No Change; Solvent
	 	 	129	 
	5.3 Corporate Existence
	 	 	129	 
	5.4 Corporate Power; Authorization; Consents; Enforceable Obligations
	 	 	129	 
	5.5 No Legal Bar
	 	 	130	 
	5.6 No Material Litigation
	 	 	130	 
	5.7 No Default
	 	 	130	 
	5.8 Ownership of Property; Liens
	 	 	131	 
	5.9 Intellectual Property
	 	 	131	 
	5.10 Compliance With Requirements of Law and Contractual Obligations
	 	 	131	 
	5.11 Taxes
	 	 	131	 
	5.12 Federal Regulations
	 	 	131	 
	5.13 ERISA
	 	 	131	 
	5.14 Collateral
	 	 	132	 
	5.15 Investment Company Act; Other Regulations
	 	 	134	 
	5.16 Subsidiaries
	 	 	134	 
	5.17 Purpose of Loans
	 	 	134	 
	5.18 Environmental Matters
	 	 	134	 
	5.19 True and Correct Disclosure
	 	 	135	 
	5.20 Delivery of the Recapitalization Agreement
	 	 	135	 
	5.21 Certain Representations and Warranties Contained in the Recapitalization Agreement
	 	 	135	 
	5.22 Labor Matters
	 	 	136	 
	5.23 Special Purpose Corporation
	 	 	136	 
	5.24 Insurance
	 	 	136	 
	5.25 Eligible Accounts and Eligible Unbilled Accounts
	 	 	136	 
	5.26 Eligible Rental Fleet
	 	 	136	 
	5.27 Eligible Inventory
	 	 	136	 
	5.28 Anti-Terrorism
	 	 	136	 
	5.29 Capitalization
	 	 	136	 
	5.30 Rental Fleet; Business of the Credit Parties
	 	 	137	 
	 
	 	 	 	 
	Section 6. Conditions Precedent
	 	 	137	 
	 
	 	 	 	 
	6.1 Conditions to Initial Extension of Credit
	 	 	137	 
	6.2 Conditions to Each Extension of Credit
	 	 	144	 
	 
	 	 	 	 
	Section 7. Affirmative Covenants
	 	 	144	 
	 
	 	 	 	 
	7.1 Financial Statements
	 	 	145	 
	7.2 Certificates; Other Information
	 	 	146	 
	7.3 Payment of Obligations
	 	 	147	 
	7.4 Conduct of Business and Maintenance of Existence
	 	 	148	 






ii 









 






Table of Contents
(continued)





	 	 	 	 	 
	7.5 Maintenance of Property; Insurance
	 	 	148	 
	7.6 Inspection of Property; Books and Records; Discussions
	 	 	150	 
	7.7 Notices
	 	 	151	 
	7.8 Environmental Laws
	 	 	153	 
	7.9 New Subsidiaries; Additional Security; Further Assurances
	 	 	153	 
	7.10 Maintenance of New York Process Agent
	 	 	156	 
	 
	 	 	 	 
	Section 8. Negative Covenants
	 	 	156	 
	 
	 	 	 	 
	8.1 Financial Condition Covenants
	 	 	156	 
	8.2 Limitation on Indebtedness
	 	 	157	 
	8.3 Limitation on Liens
	 	 	161	 
	8.4 Limitation on Guarantee Obligations
	 	 	163	 
	8.5 Limitation on Fundamental Changes
	 	 	165	 
	8.6 Limitation on Sale of Assets
	 	 	166	 
	8.7 Limitation on Dividends
	 	 	167	 
	8.8 Limitation on Investments, Loans and Advances
	 	 	170	 
	8.9 Limitations on Certain Acquisitions
	 	 	172	 
	8.10 Limitation on Transactions with Affiliates
	 	 	173	 
	8.11 Limitation on Sale and Leaseback Transactions
	 	 	175	 
	8.12 Limitation on Dispositions of Collateral
	 	 	175	 
	8.13 Limitation on Optional Payments and Modifications of Debt Instruments
and Other Documents
	 	 	175	 
	8.14 Limitation on Changes in Fiscal Year
	 	 	177	 
	8.15 Limitation on Negative Pledge Clauses
	 	 	177	 
	8.16 Limitation on Lines of Business
	 	 	177	 
	8.17 Limitations on Currency, Commodity and Other Hedging Transactions
	 	 	178	 
	 
	 	 	 	 
	Section 9. Events of Default
	 	 	178	 
	 
	 	 	 	 
	Section 10. The Agents And The Lead Arrangers
	 	 	182	 
	 
	 	 	 	 
	10.1 Appointment
	 	 	182	 
	10.2 Delegation of Duties
	 	 	184	 
	10.3 Exculpatory Provisions
	 	 	184	 
	10.4 Reliance by Agents
	 	 	185	 
	10.5 Notice of Default
	 	 	185	 
	10.6 Acknowledgements and Representations by Lenders
	 	 	186	 
	10.7 Indemnification
	 	 	186	 
	10.8 Agents and Lead Arrangers in Their Individual Capacity
	 	 	187	 
	10.9 Collateral Matters
	 	 	187	 
	10.10 Successor Agent
	 	 	188	 
	10.11 Lead Arrangers and Syndication Agent
	 	 	189	 
	10.12 Swing Line Lender
	 	 	189	 
	10.13 Withholding Tax
	 	 	189	 






iii 









 






Table of Contents
(continued)





	 	 	 	 	 
	Section 11. Miscellaneous
	 	 	189	 
	 
	 	 	 	 
	11.1 Amendments and Waivers
	 	 	189	 
	11.2 Notices
	 	 	193	 
	11.3 No Waiver; Cumulative Remedies
	 	 	194	 
	11.4 Survival of Representations and Warranties
	 	 	194	 
	11.5 Payment of Expenses and Taxes
	 	 	194	 
	11.6 Successors and Assigns; Participations and Assignments
	 	 	196	 
	11.7 Adjustments; Set-off; Calculations; Computations
	 	 	200	 
	11.8 Judgment Currency
	 	 	201	 
	11.9 Counterparts
	 	 	202	 
	11.10 Severability
	 	 	202	 
	11.11 Integration
	 	 	202	 
	11.12 GOVERNING LAW
	 	 	202	 
	11.13 Submission To Jurisdiction; Waivers
	 	 	202	 
	11.14 Acknowledgments
	 	 	204	 
	11.15 WAIVER OF JURY TRIAL
	 	 	204	 
	11.16 Confidentiality
	 	 	204	 
	11.17 USA Patriot Act Notice
	 	 	205	 
	11.18 INTERCREDITOR AGREEMENT
	 	 	205	 
	11.19 Special Provisions Regarding Pledges of Capital Stock in,
and Promissory Notes Owed by, Persons Not Organized in the U.S. or Canada
	 	 	206	 
	11.20 Joint and Several Liability; Postponement of Subrogation
	 	 	206	 
	11.21 Reinstatement
	 	 	209	 
	11.22 Language
	 	 	209	 
	11.23 FIRST LIEN INTERCREDITOR AGREEMENT
	 	 	209	 
	 
	 	 	 	 
	Section 12. Holdings Guaranty
	 	 	210	 
	 
	 	 	 	 
	12.1 Guaranty
	 	 	210	 
	12.2 Bankruptcy
	 	 	211	 
	12.3 Nature of Liability
	 	 	211	 
	12.4 Independent Obligation
	 	 	211	 
	12.5 Amendments, etc. with respect to the Obligations
	 	 	211	 
	12.6 Reliance
	 	 	212	 
	12.7 No Subrogation
	 	 	212	 
	12.8 Waiver
	 	 	212	 
	12.9 Payments
	 	 	213	 
	12.10 Maximum Liability
	 	 	213	 
	 
	 	 	 	 





	 	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	A
	 	—	 	Commitments and Addresses
	B
	 	—	 	Assumed Indebtedness
	C
	 	—	 	Fiscal Periods
	D
	 	—	 	Rental Fleet Locations






iv 









 






Table of Contents
(continued)





	 	 	 	 	 
	4.16(a)
	 	—	 	DDAs
	4.16(b)
	 	—	 	Credit Card Arrangements
	4.16(c)
	 	—	 	Blocked Accounts
	5.2
	 	—	 	Material Adverse Effect Disclosure
	5.4
	 	—	 	Consents Required
	5.8
	 	—	 	Real Property
	5.9
	 	—	 	Intellectual Property Claims
	5.16
	 	—	 	Subsidiaries
	5.18
	 	—	 	Environmental Matters
	5.24
	 	—	 	Insurance
	6.1(e)
	 	—	 	Closing Date Adjustments to EBITDA
	6.1(g)
	 	—	 	Lien Searches
	8.3(j)
	 	—	 	Permitted Liens
	8.4(a)
	 	—	 	Permitted Guarantee Obligations
	8.6(j)
	 	—	 	Permitted Asset Sales
	8.8(c)
	 	—	 	Permitted Investments
	8.10(v)
	 	—	 	Permitted Transactions with Affiliates
	8.11(b)
	 	—	 	Sale and Leaseback Real Properties
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	A-1
	 	—	 	[Intentionally omitted]
	A-2
	 	—	 	[Intentionally omitted]
	A-3
	 	—	 	Form of RCF Note
	A-4
	 	—	 	Form of Swing Line Note
	B
	 	—	 	Form of Swing Line Loan Participation Certificate
	C
	 	—	 	Form of Additional Extending RCF Commitment Agreement
	D
	 	—	 	Form of L/C Request
	E
	 	—	 	Form of U.S. Tax Compliance Certificate
	F
	 	—	 	Form of Intercreditor Agreement
	G-1
	 	—	 	Form of Canadian Guarantee Agreement
	G-2
	 	—	 	Form of U.S. Guarantee and Collateral Agreement
	G-3
	 	—	 	Form of Canadian Security Agreement
	H
	 	—	 	Form of Closing Certificate
	I
	 	—	 	Form of Borrowing Certificate
	J
	 	—	 	Form of Borrowing Base Certificate
	K
	 	—	 	Form of Borrower Joinder Agreement
	L
	 	—	 	Form of Intercompany Subordination Provisions
	M
	 	—	 	Form of Assignment and Acceptance
	N
	 	—	 	Form of First Lien Intercreditor Agreement






v 









 






          AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 27, 2006 and amended and
restated as of July 30, 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”), the several banks and other financial institutions from time to
time parties to this Agreement, DEUTSCHE BANK AG, NEW YORK BRANCH, as U.S. administrative agent and
U.S. collateral agent for the Lenders hereunder (in such capacities, respectively, the “U.S.
Administrative Agent” and the “U.S. Collateral Agent”), DEUTSCHE BANK AG, CANADA
BRANCH, as Canadian administrative agent and Canadian collateral agent for the Lenders hereunder
(in such capacities, respectively, the “Canadian Administrative Agent” and the
“Canadian Collateral Agent”), WELLS FARGO BANK, N.A. (“Wells”), as syndication
agent (in such capacity, the “Syndication Agent”) and BANK OF AMERICA, N.A. and JPMORGAN
CHASE BANK, N.A., as Co-Documentation Agents. All capitalized terms used herein and defined in
subsection 1.1 are used herein as therein defined.




          The parties hereto hereby agree as follows:




WITNESSETH:




          WHEREAS, Holdings, the Borrowers, the Existing Lenders and the Agents are parties to a Credit
Agreement, dated as of November 27, 2006 (as the same has been amended, modified or supplemented
to, but not including the Restatement Effective Date, the “Existing Credit Agreement”); and




          WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended and restated
in its entirety, and certain of the Lenders and the Agents are willing to amend and restate the
same, upon the terms and conditions set forth herein and in the Second Amendment;




          NOW, THEREFORE, as provided in the Second Amendment the parties thereto agreed that the
Existing Credit Agreement shall be and is hereby amended and restated in its entirety as follows:




          Section 1. Definitions.




          1.1 Defined Terms. As used in this Agreement, the following terms shall have the
following meanings:




          “ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16
of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: “Prime
Rate” shall mean the rate of interest per annum publicly announced from time to time by the
U.S. Administrative Agent (or another bank of recognized standing reasonably selected by the U.S.
Administrative Agent and reasonably satisfactory to the Parent Borrower) as its prime rate in
effect at its principal office in New York City (the Prime Rate not being intended to be the



 









 






lowest
rate of interest charged by the U.S. Administrative Agent in connection with extensions of credit
to debtors). “Federal Funds Effective Rate” shall mean, for any day, the weighted average
of the rates on overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal
Reserve of New York, or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for the day of such transactions received by the U.S. Administrative
Agent from three federal funds brokers of recognized standing selected by it. Any change in the
ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of
the opening of business on the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.




          “ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR or,
with respect to Canadian RCF Loans, the Canadian Prime Rate.




          “Acceleration”: as defined in subsection 9(e).




          “Account Debtor”: each Person who is obligated on an Account, chattel paper or a
General Intangible.




          “Accounts”: as defined in the UCC or (to the extent governed thereby) the PPSA as in
effect from time to time or (to the extent governed by the Civil Code of Québec) defined as all
“claims” for the purposes of the Civil Code of Québec; and, with respect to any Person, all such
Accounts of such Person, whether now existing or existing in the future, including (a) all accounts
receivable of such Person (whether or not specifically listed on schedules furnished to the U.S.
Administrative Agent), including all accounts created by or arising from all of such Person’s sales
of goods or rendition of services made under any of its trade names, or through any of its
divisions, (b) all unpaid rights of such Person (including rescission, replevin, reclamation and
stopping in transit) relating to the foregoing or arising therefrom, (c) all rights to any goods
represented by any of the foregoing, including returned or repossessed goods, (d) all reserves and
credit balances held by such Person with respect to any such accounts receivable of any Obligors,
(e) all letters of credit, guarantees or collateral for any of the foregoing and (f) all insurance
policies or rights relating to any of the foregoing.




          “ACNA”: RSC Holdings Inc., a Delaware corporation, formerly known as Atlas Copco
North America, Inc.




          “Additional Extending RCF Commitment”: with respect to each Additional Extending RCF
Lender, the commitment of such Additional Extending RCF Lender hereunder to convert a Non-Extending
RCF Commitment to an Extending RCF Commitment or to increase or provide a new Extending RCF
Commitment, in each case in the amount set forth for such Additional Extending RCF Lender in the
respective Additional Extending RCF Commitment Agreement.




          “Additional Extending RCF Commitment Agreement”: as defined in subsection 2.6(a)(i).




          “Additional Extending RCF Lender”: as defined in subsection 2.6(a)(iii).



2









 







          “Adjustment Date”: each date after June 30, 2007 that is the second Business Day
following receipt by the Lenders of both (a) the financial statements required to be delivered
pursuant to subsection 7.1(a) or 7.1(b), as applicable, for the most recently completed fiscal
period and (b) the related compliance certificate required to be delivered pursuant to subsection
7.2(b) with respect to such fiscal period.




          “Administrative Agent”: the U.S. Administrative Agent and/or the Canadian
Administrative Agent, as the context may require.




          “Affected Loans”: as defined in subsection 4.9.




          “Affected Rate”: as defined in subsection 4.7.




          “Affiliate”: as to any Person, any other Person (other than a Subsidiary) which,
directly or indirectly, is in control of, is controlled by, or is under common control with, such
Person. For purposes of this definition, “control” of a Person means the power, directly or
indirectly, either to (a) vote 20% or more of the securities having ordinary voting power for the
election of directors of such Person or (b) direct or cause the direction of the management and
policies of such Person, whether by contract or otherwise.




          “Agent Advance”: as defined in subsection 2.1(d).




          “Agent Advance Period”: as defined in subsection 2.1(d).




          “Agents”: the collective reference to the U.S. Administrative Agent, the U.S.
Collateral Agent, the Canadian Administrative Agent and the Canadian Collateral Agent.




          “Aggregate Canadian RCF Lender Exposure”: the sum of the Aggregate
Non-Extending Canadian RCF Lender Exposure and the Aggregate Extending Canadian RCF Lender
Exposure.




          “Aggregate Extending Canadian RCF Lender Exposure”: the sum of (a) the aggregate
principal amount of all Extending Canadian RCF Loans (using the Dollar Equivalent thereof in the
case of Extending Canadian RCF Loans denominated in Canadian Dollars) then outstanding and (b) the
aggregate amount of all Extending Canadian RCF L/C Obligation Exposure (using the Dollar Equivalent
thereof in the case of Extending Canadian RCF L/C Obligation Exposure denominated in Canadian
Dollars) at such time.




          “Aggregate Extending U.S. RCF Lender Exposure”: the sum of (a) the aggregate
principal amount of all Extending U.S. RCF Loans then outstanding, (b) the aggregate amount of all
Extending U.S. RCF L/C Obligation Exposure at such time and (c) the aggregate principal amount of
the Swing Line Loans then outstanding.




          “Aggregate Non-Extending Canadian RCF Lender Exposure”: the sum of (a) the aggregate
principal amount of all Non-Extending Canadian RCF Loans (using the Dollar Equivalent thereof in
the case of Non-Extending Canadian RCF Loans denominated in Canadian Dollars) then outstanding and
(b) the aggregate amount of all Non-Extending Canadian RCF L/C



3









 






Obligation Exposure (using the
Dollar Equivalent thereof in the case of Non-Extending Canadian RCF L/C Obligation
Exposure denominated in Canadian Dollars) at such time.




          “Aggregate Non-Extending U.S. RCF Lender Exposure”: the sum of (a) the aggregate
principal amount of all Non-Extending U.S. RCF Loans then outstanding and (b) the aggregate amount
of all Non-Extending U.S. RCF L/C Obligation Exposure at such time.




          “Aggregate Outstanding RCF Credit”: as to any RCF Lender at any time, an amount equal
to the sum of (a) the aggregate principal amount of all RCF Loans made by such RCF Lender then
outstanding, (b) the aggregate amount equal to such RCF Lender’s Extending U.S. RCF Commitment
Percentage, Non-Extending U.S. RCF Commitment Percentage, Extending Canadian RCF Commitment
Percentage and/or Non-Extending Canadian RCF Commitment Percentage, as applicable, of the Extending
U.S. RCF L/C Obligation Exposure, Non-Extending U.S. RCF L/C Obligation Exposure, Extending
Canadian RCF L/C Obligation Exposure and/or Non-Extending Canadian RCF L/C Obligation Exposure,
respectively, then outstanding and (c) the aggregate amount equal to such RCF Lender’s Extending
U.S. RCF Commitment Percentage, if any, of the Swing Line Loans then outstanding.




          “Aggregate U.S. RCF Lender Exposure”: the sum of the Aggregate Non-Extending U.S. RCF
Lender Exposure and the Aggregate Extending U.S. RCF Lender Exposure.




          “Agreement”: this Credit Agreement, as amended, supplemented, waived or otherwise
modified, from time to time.




          “Applicable Margin”: the rate per annum determined as follows: in the case of RCF
Loans, the Applicable Margins for (x) Extending RCF Loans (including Swing Line Loans) will be the
applicable rate per annum set forth under the heading “Applicable Margin for Extending RCF Loans
Maintained as ABR Rate ABR Loans and Swing Line Loans”, “Applicable Margin for Extending RCF Loans
Maintained as Canadian Prime Rate ABR Loans” or “Applicable Margin for Extending RCF Loans
Maintained as Eurocurrency Loans and Bankers’ Acceptance Loans” and (y) Non-Extending RCF Loans
will be the applicable rate per annum set forth under the heading “Applicable Margin for
Non-Extending RCF Loans Maintained as ABR Rate ABR Loans”, “Applicable Margin for Non-Extending RCF
Loans Maintained as Canadian Prime Rate ABR Loans”, or “Applicable Margin for Non-Extending RCF
Loans Maintained as Eurocurrency Loans and Bankers’ Acceptance Loans”, in each case on the
applicable Pricing Grid which corresponds to the Consolidated Leverage Ratio determined from (x)
prior to the first Adjustment Date to occur after the Restatement Effective Date, the financial
statements and compliance certificate relating to the end of the most recent fiscal quarter
preceding the Restatement Effective Date for which financial statements have been delivered
pursuant to subsection 7.1(a) or 7.1(b) of the Existing Credit Agreement and (y) thereafter, the
financial statements and compliance certificate relating to the end of the most recent fiscal
quarter preceding the most recent Adjustment Date; provided that in the event that the
financial statements required to be delivered pursuant to subsection 7.1(a) or 7.1(b), as
applicable, and the related compliance certificate required to be delivered pursuant to subsection
7.2(b), are not delivered when due, then:



4









 








     (1) if such financial statements and certificate are delivered after the date such
financial statements and certificate were required to be delivered (without giving effect to
any applicable cure period) and the Applicable Margin increases from that previously in
effect as a result of the delivery of such financial statements, then the Applicable Margin
during the period from the date upon which such financial statements were required to be
delivered (without giving effect to any applicable cure period) until the date upon which
they actually are delivered shall, except as otherwise provided in clause (3) below, be the
Applicable Margin as so increased;




     (2) if such financial statements and certificate are delivered after the date such
financial statements and certificate were required to be delivered and the Applicable Margin
decreases from that previously in effect as a result of the delivery of such financial
statements, then such decrease in the Applicable Margin shall not become applicable until
the date upon which the financial statements and certificate actually are delivered; and




     (3) if such financial statements and certificate are not delivered prior to the
expiration of the applicable cure period, then, effective upon such expiration, for the
period from the date upon which such financial statements and certificate were required to
be delivered (after the expiration of the applicable cure period) until two (2) Business
Days following the date upon which they actually are delivered, the Applicable Margin shall
be (x) with respect to Extending RCF Loans, 2.75% per annum, in the case of ABR Loans, 3.75%
per annum, in the case of Eurocurrency Loans and 3.75% per annum, in the case of Bankers’
Acceptance Loans and (y) with respect to Non-Extending RCF Loans, 1.00% per annum, in the
case of ABR Loans, 2.00% per annum, in the case of Eurocurrency Loans and 2.00% per annum,
in the case of Bankers’ Acceptance Loans (it being understood that the foregoing shall not
limit the rights of the Agents and the Lenders set forth in Section 9).


In addition, at all times while an Event of Default known to the Parent Borrower shall have
occurred and be continuing, the Applicable Margin shall not decrease from that previously in effect
as a result of the delivery of such financial statements and certificate.




          “Approved Fund”: any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary
course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.




          “Asset Sale”: any sale, issuance, conveyance, transfer, lease or other disposition
(including through a Sale and Leaseback Transaction) (a “Disposition”) by Holdings or any
of its Subsidiaries (other than sales of Inventory or Equipment in the ordinary course of
business), in one or a series of related transactions, of any real or personal, tangible or
intangible, property (including Capital Stock) of Holdings or such Subsidiary to any Person.




          “Assignee”: as defined in subsection 11.6(b).



5









 







          “Assignment and Acceptance”: an Assignment and Acceptance, substantially in the form
of Exhibit M.




          “Assumed Indebtedness”: existing Indebtedness of the Recapitalized Business
identified on Schedule B, which will not be repaid in connection with the Transaction.




          “Availability Reserves”: without duplication of any other reserves or items that are
otherwise addressed or excluded through eligibility criteria, such reserves, subject to subsection
2.1(c), as the respective Administrative Agent, in its Permitted Discretion, determines as being
appropriate to reflect any impediments to the realization upon the Collateral consisting of
Eligible Accounts, Eligible Unbilled Accounts, Eligible Rental Fleet or Eligible Inventory included
in the U.S. Borrowing Base or Canadian Borrowing Base (including claims that the Agents determine
will need to be satisfied in connection with the realization upon such Collateral).




          “Available Extending Canadian RCF Commitment”: as to any Extending Canadian RCF Lender
at any time, an amount equal to the excess, if any, of (a) the lesser of (i) the amount of such
Extending Canadian RCF Lender’s Extending Canadian RCF Commitment at such time and (ii) (x) the sum
of (A) the amount equal to such Extending Canadian RCF Lender’s Extending Canadian RCF Commitment
Percentage of the Canadian Borrowing Base and (B) the amount equal to such Extending Canadian RCF
Lender’s Extending Canadian RCF Commitment Percentage of the U.S. Borrowing Base less (y) the
amount equal to such Extending Canadian RCF Lender’s Extending Canadian RCF Commitment Percentage
of the Aggregate Non-Extending RCF Lender Exposure over (b) the sum of (i) the aggregate unpaid
principal amount at such time of all Extending Canadian RCF Loans made by such Extending Canadian
RCF Lender (or any Non-Canadian Affiliate of such Extending Canadian RCF Lender) and (ii) an amount
equal to such Extending Canadian RCF Lender’s Extending Canadian RCF Commitment Percentage of the
outstanding Extending Canadian RCF L/C Obligation Exposure at such time. The Available Extending
Canadian RCF Commitment of each Extending Canadian RCF Lender, together with the Available
Extending Canadian RCF Commitment of each other Extending Canadian RCF Lender shall be referred to
as the “Available Extending Canadian RCF Commitments”.




          “Available Extending U.S. RCF Commitment”: as to any Extending U.S. RCF Lender at any
time, an amount equal to the excess, if any, of (a) the lesser of (i) the amount of such Extending
U.S. RCF Lender’s Extending U.S. RCF Commitment at such time and (ii) the amount equal to such
Extending U.S. RCF Lender’s Extending U.S. RCF Commitment Percentage of the difference of (x) the
U.S. Borrowing Base less (y) the Aggregate Non-Extending U.S. RCF Lender Exposure over (b) the sum
of (i) the aggregate unpaid principal amount at such time of all Extending U.S. RCF Loans made by
such Extending U.S. RCF Lender, (ii) the amount equal to such Extending U.S. RCF Lender’s Extending
U.S. RCF Commitment Percentage of the aggregate unpaid principal amount at such time of all Swing
Line Loans, (iii) the amount equal to such Extending U.S. RCF Lender’s Extending U.S. RCF
Commitment Percentage of the outstanding Extending U.S. RCF L/C Obligation Exposure at such time,
(iv) the amount equal to such Extending U.S. RCF Lender’s Extending U.S. RCF Commitment Percentage
of the amount by which all Extensions of Credit to the Canadian Borrowers exceed the Canadian
Borrowing Base, (v) the amount equal to such Extending U.S. RCF Lender’s Extending U.S. RCF
Commitment Percentage of the amount of all Canadian RCF Loans made to the U.S. Borrowers and (vi)
the amount equal to such Extending U.S. RCF Lender’s Extending U.S.



6









 






RCF Commitment Percentage of
the outstanding Extensions of Credit to Canadian Finco. The Available Extending U.S. RCF
Commitment of each Extending U.S. RCF Lender, together with the Available Extending U.S. RCF
Commitment of each other Extending U.S. RCF Lender shall be referred to as the “Available
Extending U.S. RCF Commitments”.




          “Available Non-Extending Canadian RCF Commitment”: as to any Non-Extending Canadian
RCF Lender at any time, an amount equal to the excess, if any, of (a) the lesser of (i) the amount
of such Non-Extending Canadian RCF Lender’s Non-Extending Canadian RCF Commitment at such time and
(ii) (x) the sum of (A) the amount equal to such Non-Extending Canadian RCF Lender’s Non-Extending
Canadian RCF Commitment Percentage of the Canadian Borrowing Base and (B) the amount equal to such
Non-Extending Canadian RCF Lender’s Non-Extending Canadian RCF Commitment Percentage of the U.S.
Borrowing Base less (y) the amount equal to such Non-Extending Canadian RCF Lender’s Non-Extending
Canadian RCF Commitment Percentage of the Aggregate Extending RCF Lender Exposure over (b) the sum
of (i) the aggregate unpaid principal amount at such time of all Non-Extending Canadian RCF Loans
made by such Non-Extending Canadian RCF Lender (or any Non-Canadian Affiliate of such Non-Extending
Canadian RCF Lender) and (ii) an amount equal to such Non-Extending Canadian RCF Lender’s
Non-Extending Canadian RCF Commitment Percentage of the outstanding Non-Extending Canadian RCF L/C
Obligation Exposure at such time. The Available Non-Extending Canadian RCF Commitment of each
Non-Extending Canadian RCF Lender, together with the Available Non-Extending Canadian RCF
Commitment of each other Non-Extending Canadian RCF Lender shall be referred to as the
“Available Non-Extending Canadian RCF Commitments”.




          “Available Non-Extending U.S. RCF Commitment”: as to any Non-Extending U.S. RCF
Lender at any time, an amount equal to the excess, if any, of (a) the lesser of (i) the amount of
such Non-Extending U.S. RCF Lender’s Non-Extending U.S. RCF Commitment at such time and (ii) the
amount equal to such Non-Extending U.S. RCF Lender’s Non-Extending U.S. RCF Commitment Percentage
of the difference of (x) the U.S. Borrowing Base less (y) the Aggregate Extending U.S. RCF Lender
Exposure over (b) the sum of (i) the aggregate unpaid principal amount at such time of all
Non-Extending U.S. RCF Loans made by such Non-Extending U.S. RCF Lender, (ii) the amount equal to
such Non-Extending U.S. RCF Lender’s Non-Extending U.S. RCF Commitment Percentage of the
outstanding Non-Extending U.S. RCF L/C Obligation Exposure at such time, (iii) the amount equal to
such Non-Extending U.S. RCF Lender’s Non-Extending U.S. RCF Commitment Percentage of the amount by
which all Extensions of Credit to the Canadian Borrowers exceed the Canadian Borrowing Base, (iv)
the amount equal to such Non-Extending U.S. RCF Lender’s Non-Extending U.S. RCF Commitment
Percentage of the amount of all Canadian RCF Loans made to the U.S. Borrowers and (v) the amount
equal to such Non-Extending U.S. RCF Lender’s Non-Extending U.S. RCF Commitment Percentage of the
outstanding Extensions of Credit to Canadian Finco. The Available Non-Extending U.S. RCF
Commitment of each Non-Extending U.S. RCF Lender, together with the Available Non-Extending U.S.
RCF Commitment of each other Non-Extending U.S. RCF Lender shall be referred to as the
“Available Non-Extending U.S. RCF Commitments”.



7









 







          “Available RCF Commitment”: without duplication of amounts calculated thereunder, the
Available Extending U.S. RCF Commitments, the Available Extending Canadian RCF Commitments, the
Available Non-Extending U.S. RCF Commitments and the Available Non-Extending Canadian RCF
Commitments.




          “Average Extending RCF Loan Utilization”: on each date on which the commitment fee
payable to Extending RCF Lenders pursuant to subsection 4.5(a) is being calculated, the average of
the daily quotient of (i) the sum of (x) the Aggregate Extending Canadian RCF Lender Exposure
plus (y) the Aggregate Extending U.S. RCF Lender Exposure (excluding any Aggregate
Extending U.S. RCF Lender Exposure resulting from any outstanding Swing Line Loans) calculated on
each date of the three-month period immediately preceding such date, divided by (ii) the sum of (x)
the Total Extending Canadian RCF Commitments plus (y) the Total Extending U.S. RCF
Commitments, in each case on each such date.




          “Average Non-Extending RCF Loan Utilization”: on each date on which the commitment
fee payable to Non-Extending RCF Lenders pursuant to subsection 4.5(a) is being calculated, the
average of the daily quotient of (i) the sum of (x) the Aggregate Non-Extending Canadian RCF Lender
Exposure plus (y) the Aggregate Non-Extending U.S. RCF Lender Exposure calculated on each
date of the three-month period immediately preceding such date, divided by (ii) the sum of (x) the
Total Non-Extending Canadian RCF Commitments plus (y) the Total Non-Extending U.S. RCF
Commitments, in each case on each such date.




          “B/A Instruments”: collectively, Bankers’ Acceptances, Drafts and Discount Notes and,
in the singular, any one of them.




          “BA Fee”: the amount calculated by multiplying the face amount of each Bankers’
Acceptance accepted by, and each Draft purchased but not accepted by, a Canadian Lender hereunder
by the rate for the BA Fee specified in the Pricing Grid, and then multiplying the result by a
fraction, the numerator of which is the duration of its term on the basis of the actual number of
days to elapse from and including the date of acceptance of a Bankers’ Acceptance, or date of
purchase of such Draft, by the Canadian Lender up to but excluding the maturity date of the
Bankers’ Acceptance and the denominator of which is 365.




          “BA Proceeds”: in respect of any Bankers’ Acceptance to be accepted by, or any Draft
to be purchased but not accepted by, a Canadian Lender hereunder, an amount calculated on the
applicable Borrowing Date which is (rounded to the nearest full cent, with one half of one cent
being rounded up) equal to the face amount of such Bankers’ Acceptance multiplied by the price,
where the price is calculated by dividing one by the sum of one plus the product of (i) the
BA Rate applicable thereto expressed as a decimal fraction multiplied by (ii) a fraction, the
numerator of which is the term of such Bankers’ Acceptance and the denominator of which is 365,
which calculated price will be rounded to the nearest multiple of 0.001%.




          “BA Rate”: with respect to an issue of Bankers’ Acceptances or Drafts in Canadian
Dollars with the same maturity date, (a) for a Schedule I Lender, (i) the arithmetic average of the
rates applicable to bankers’ acceptances having an identical or comparable term as the proposed
Bankers’ Acceptance or Draft displayed and identified as such on the display referred to as the
“CDOR Page” (or any display substituted therefor) of Reuter Monitor Money




8









 







Rates Service as at or
about 10:00 A.M. on such day (or, if such day is not a Business Day, as of 10:00 A.M. on the
immediately preceding Business Day), or (ii) if such rates do not appear on the CDOR Page at such
time and on such date, the rate for such date will be the annual discount rate (rounded upward to
the nearest whole multiple of 1/100 of 1%) as of 10:00 A.M. on such day at which such Lender is
then offering to purchase Bankers’ Acceptances accepted by it having such specified term (or a term
as closely as possible comparable to such specified term) and (b) for a Lender which is not a
Schedule I Lender, the lesser of (i) the arithmetic average of the annual discount rates for
bankers’ acceptances for such term quoted by such Lender at or about 10:00 A.M. and (ii) the annual
discount rate applicable to Bankers’ Acceptances and Drafts as determined for the Schedule I Lender
in (a) above for the same Bankers’ Acceptances issue plus 10 basis points.




          “Back-Stop Arrangements”: each Letter of Credit Back-Stop Arrangement and each Swing
Line Back-Stop Arrangement.




          “Bankers’ Acceptance”: a Draft drawn by a Canadian Borrower and accepted by a
Canadian Lender pursuant to subsection 4.6(c)(iv).




          “Bankers’ Acceptance Loans”: (i) the creation and acceptance of Bankers’ Acceptances;
or (ii) the creation and purchase of completed Drafts and the exchange of such Drafts for Discount
Notes, in each case as contemplated in subsection 2.1(b) and subsection 4.6(c)(iv).




          “Benefited Lender”: as defined in subsection 11.7(a).




          “Blocked Account Agreement”: as defined in subsection 4.16(c).




          “Blocked Accounts”: as defined in subsection 4.16(c).




          “BOA”: Banc of America Securities LLC, in its individual capacity, and any successor
corporation thereto by merger, consolidation or otherwise.




          “Board”: the Board of Governors of the Federal Reserve System.




          “Borrower Joinder Agreement”: a Joinder Agreement in the form of Exhibit K.




          “Borrowers”: the U.S. Borrowers, the Canadian Borrowers and from and after such date
as when it executes and delivers to the Administrative Agent a Borrower Joinder Agreement, Canadian
Finco.




          “Borrowing”: the borrowing of one Type of Loan comprised solely of Extending U.S. RCF
Loans, Non-Extending U.S. RCF Loans, Extending Canadian RCF Loans, Non-Extending Canadian RCF Loans
or Swing Line Loans by the U.S. Borrowers (on a joint and several basis), the Canadian Borrowers
(on a joint and several basis) or Canadian Finco, from all the Lenders having Extending U.S. RCF
Commitments, Non-Extending U.S. RCF Commitments, Extending Canadian RCF Commitments, Non-Extending
Canadian RCF Commitments or Swing Loan Commitments, respectively, on a given date (or resulting
from a



9









 






conversion or conversions on such date) having in the case of Eurocurrency Loans the same
Interest Period and, in the case of Bankers’ Acceptance Loans, the same term to maturity.




          “Borrowing Base”: the U.S. Borrowing Base, the Canadian Borrowing Base and/or the
Total Borrowing Base, as the context may require.




          “Borrowing Base Certificate”: as defined in subsection 7.2(f).




          “Borrowing Date”: any Business Day specified in a notice pursuant to subsection 2.2
or 3.2 as a date on which the Parent Borrower or any other Borrower requests the Lenders to make
Loans hereunder or an Issuing Lender to issue Letters of Credit hereunder.




          “Business Day”: a day other than a Saturday, Sunday or other day on which commercial
banks in New York, New York (or, with respect only to Loans made by a Canadian Lender and Letters
of Credit issued by an Issuing Lender not located in the City of New York, the location of such
Canadian Lender or such Issuing Lender) are authorized or required by law to close, except that,
when used in connection with a Eurocurrency Loan, “Business Day” shall mean, in the case of
any Eurocurrency Loan in Dollars, any Business Day on which dealings in Dollars between banks may
be carried on in London, England and New York, New York.




          “Canadian Administrative Agent”: as defined in the Preamble and shall include any
successor to the Canadian Administrative Agent appointed pursuant to subsection 10.10.




          “Canadian Blocked Account”: as defined in subsection 4.16(c).




          “Canadian Borrower Unpaid Drawing”: drawings on Canadian RCF Letters of Credit that
have not been reimbursed by the applicable Canadian Borrower.




          “Canadian Borrowers”: RSC Canada and any other entity that becomes a Borrower
pursuant to subsection 7.9(c) and which is incorporated or organized in Canada or a province
thereof, together with their respective successors and assigns. For the avoidance of doubt,
Canadian Finco shall not be a Canadian Borrower for the purposes of this Agreement.




          “Canadian Borrowing Base”: as of any date of determination, the result of, in each
case using the Dollar Equivalent of all amounts in Canadian Dollars:





     (a) 85% of the amount of Eligible Canadian Accounts, plus




     (b) 85% of the amount of Eligible Unbilled Accounts owned by the Canadian Loan Parties
(not to exceed 50% of the amount calculated under clause (a) above), plus




     (c) (i) 50% of the Value of Eligible Canadian Inventory, or (ii) if the amount
calculated pursuant to preceding clause (i) is greater than 5.0% of the Canadian Borrowing
Base, the lesser of (A) the amount calculated pursuant to preceding clause (i) and (B) 85%
of the Net Orderly Liquidation Value of Eligible Canadian Inventory, plus




     (d) the lesser of:



10









 






     (i) 95% times the net book value of the Eligible Canadian Rental Fleet, and




     (ii) 85% times the Net Orderly Liquidation Value of the Eligible Canadian
Rental Fleet, minus




     (e) the amount of all Availability Reserves related to the Canadian RC Facilities,
minus




     (f) the Canadian Borrowers’ and the Qualified Canadian Subsidiary Guarantors’ aggregate
exposure under Interest Rate Protection Agreements and Permitted Hedging Arrangements, as
reasonably determined by the U.S. Administrative Agent (x) based on the mark-to-market
value(s) for such Interest Rate Protection Agreements and Permitted Hedging Agreements
(determined based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in such Interest Rate Protection Agreements and Permitted Hedging
Agreements) or (y) at the U.S. Administrative Agent’s sole discretion, in another manner
acceptable to the Parent Borrower.



          “Canadian Collateral Agent”: as defined in the Preamble.




          “Canadian Dollars”: the lawful currency of Canada, as in effect from time to time.




          “Canadian Finco”: a special purpose company having unlimited liability organized
under the laws of Canada or a province thereof, 100% of the Capital Stock of which is owned by RSC.




          “Canadian Guarantee Agreement”: collectively, the Canadian Guarantee Agreements to be
executed and delivered by each Canadian Loan Party to and in favor of the Canadian Administrative
Agent, the Canadian Collateral Agent and the Lenders substantially in the form of Exhibit
G-1, as the same may be amended, supplemented, waived or otherwise modified from time to time.




          “Canadian Lender”: (i) each Canadian RCF Lender that is a Canadian Resident listed on
Schedule A or the Subsidiary or Affiliate of such Canadian RCF Lender that is a Canadian
Resident and that is a Lender listed on Schedule A and (ii) each additional Person that
becomes a Canadian RCF Lender party hereto in accordance with the provisions hereof that is a
Canadian Resident. A Canadian Lender shall cease to be a “Canadian Lender” when it has
assigned all of its Canadian RCF Commitment in accordance with subsection 11.6 (or its related
Canadian RCF Lender has assigned all of its Canadian RCF Commitment pursuant to subsection 11.6).
For purposes of this Agreement, the term “Lender” includes each Canadian Lender unless the
context otherwise requires.




          “Canadian Loan Parties”: the Canadian Borrowers and each Canadian Subsidiary
Guarantor.



11









 







          “Canadian Prime Rate”: the greater of (a) rate of interest publicly announced from
time to time by the Canadian Administrative Agent as its reference rate of interest for loans made
in Canadian Dollars to Canadian customers and designed as its “prime” rate and (b) the average
discount rate for one-month Canadian Dollar bankers’ acceptances (expressed for such purposes as a
yearly rate per annum) which is shown on the “CDOR Page” (or any substitute) at 10:00 A.M. (Toronto
time) on such day (or if not a Business Day, the preceding Business Day), plus 0.75% per
annum. Any change in the Canadian Prime Rate due to a change in the Canadian Administrative
Agent’s prime rate shall be effective on the effective date of such change in the Canadian
Administrative Agent’s prime rate.




          “Canadian Priority Payables”: at any time, with respect to the Canadian Borrowers and
Canadian Subsidiary Guarantors:





     (a) the amount past due and owing by such Person, or the accrued amount for which such
Person has an obligation to remit to a Governmental Authority or other Person pursuant to
any applicable law, rule or regulation, in respect of (i) pension fund obligations; (ii)
unemployment insurance; (iii) goods and services taxes, sales taxes, employee income taxes
and other taxes payable or to be remitted or withheld; (iv) workers’ compensation; (v)
vacation pay; (vi) wages and (vii) other like charges and demands; in each case, in respect
of which any Governmental Authority or other Person may claim a security interest, lien,
trust or other claim ranking or capable of ranking in priority to or pari passu with one or
more of the Liens granted in the Security Documents; and




     (b) the aggregate amount of any other liabilities of such Person (i) in respect of
which a trust has been or may be imposed on any Collateral to provide for payment or (ii)
which are secured by a security interest, pledge, lien, charge, right or claim on any
Collateral, in each case, pursuant to any applicable law, rule or regulation and which
trust, security interest, pledge, lien, charge, right or claim ranks or is capable of
ranking in priority to or pari passu with one or more of the Liens granted in the Security
Documents.



          “Canadian RC Facility”: the Extending Canadian RC Facility and the Non-Extending
Canadian RC Facility, as the case may be.




          “Canadian RCF Commitment”: as to any Canadian RCF Lender, its Extending Canadian RCF
Commitment (if any) and its Non-Extending Canadian RCF Commitment (if any).




          “Canadian RCF Commitment Percentage”: of any Canadian RCF Lender at any time shall be
that percentage which is equal to a fraction (expressed as a percentage) the numerator of which is
the sum of all Canadian RCF Commitments of such Canadian RCF Lender at such time and the
denominator of which is the Total Canadian RCF Commitment at such time, provided that if
any such determination is to be made after the Total Canadian RCF Commitment (and the related
Canadian RCF Commitments of the Lenders) has (or have) terminated in full, the determination of
such percentages shall be made immediately before giving effect to such termination.



12









 







          “Canadian RCF Issuing Lender”: as the context may require, (i) DBCB or (ii) any
Canadian RCF Lender (and/or any Affiliate of such Canadian RCF Lender designated by it that is a
Canadian RCF Lender) which, at the request of a Canadian Borrower and with the consent of the
Canadian Administrative Agent (such consent not to be unreasonably withheld or delayed), agrees, in
such Canadian RCF Lender’s (or Affiliate’s) sole discretion, to also become a Canadian RCF Issuing
Lender for the purpose of issuing Canadian RCF Letters of Credit.




          “Canadian RCF L/C Obligations”: at any time, an amount equal to the sum of (a) the
aggregate then undrawn and unexpired amount of the then outstanding Canadian RCF Letters of Credit
and (b) the aggregate amount of drawings under Canadian RCF Letters of Credit which have not then
been reimbursed pursuant to subsection 3.5(a).




          “Canadian RCF L/C Participants”: the Canadian RCF Lenders (including any Non-Canadian
Affiliate, as applicable).




          “Canadian RCF Lender”: each Extending Canadian RCF Lender and each Non-Extending
Canadian RCF Lender.




          “Canadian RCF Letters of Credit”: Letters of Credit issued by the Canadian RCF
Issuing Lender to, or for the account of, the Borrowers, pursuant to subsection 3.1.




          “Canadian RCF Loan”: each Extending Canadian RCF Loan and each Non-Extending Canadian
RCF Loan.




          “Canadian Resident”: (a) a person resident in Canada for purposes of the Income Tax
Act (Canada) as in effect on the date such Lender becomes a Lender hereunder, (b) an authorized
foreign bank which at all times holds all of its interest in any obligations owed by the Canadian
Borrowers or Canadian Finco hereunder in the course of its Canadian banking business for purposes
of subsection 212(13.3) of the Income Tax Act (Canada) as in effect on the date such Lender becomes
a Lender hereunder or (c) any Lender with respect to which payments to such Lender of interest,
fees, commission or any other amount payable by any Canadian Borrower or Canadian Finco under the
Loan Documents are not subject to any Non-Excluded Taxes imposed by Canada or any political
subdivision or taxing authority thereof or therein and that is able to establish to the
satisfaction of the Canadian Administrative Agent and the Canadian Borrowers or Canadian Finco
that, based on applicable law in effect on the date such Lender becomes a Lender, any such payments
to or for the benefit of such Lender are not subject to the withholding or deduction of any such
Non-Excluded Taxes.




          “Canadian Secured Parties”: the “Secured Parties” as defined in the Canadian
Security Agreement.




          “Canadian Security Agreement”: collectively, the Canadian security agreements to be
executed and delivered by each Canadian Loan Party to and in favor of the Canadian Collateral Agent
as of the date hereof, substantially in the form of Exhibit G-3 in each case, as the same
may be amended, supplemented, waived or otherwise modified from time to time.




          “Canadian Security Documents”: the collective reference to the Canadian Guarantee
Agreement, the Canadian Security Agreement and all other similar security



13









 






documents hereafter
delivered to the U.S. Collateral Agent or the Canadian Collateral Agent granting or perfecting a
Lien on any asset or assets of any Person to secure the obligations and liabilities of the Canadian
Loan Parties hereunder and/or under any of the other Loan Documents or to secure any guarantee of
any such obligations and liabilities, including any security documents executed and delivered or
caused to be delivered to the U.S. Collateral Agent or the Canadian Collateral Agent pursuant to
subsection 7.9(a), 7.9(b) or 7.9(c), in each case, as amended, supplemented, waived or otherwise
modified from time to time.




          “Canadian Subsidiary”: each Subsidiary of Parent Borrower that is incorporated or
organized under the laws of Canada or any province thereof.




          “Canadian Subsidiary Guarantor”: each Canadian Subsidiary of any Canadian Borrower
which executes and delivers the Canadian Guarantee Agreement, in each case, unless and until such
time as the respective Canadian Subsidiary Guarantor ceases to constitute a Canadian Subsidiary of
the Parent Borrower or is released from all of its obligations under the Canadian Guarantee
Agreement in accordance with the terms and provisions thereof.




          “Capital Expenditures”: with respect to any Person for any period, the sum of (a) the
aggregate of all expenditures by such Person and its consolidated Subsidiaries during such period
(exclusive of expenditures made (i) for investments permitted by subsection 8.8 and (ii) for
acquisitions permitted by subsection 8.9) which, in accordance with GAAP, are or should be included
in “capital expenditures,” including, any such expenditures made for purchases of Rental Fleet, net
of (b) proceeds received by the Parent Borrower or any of its Subsidiaries from Dispositions of (x)
property, plant and equipment and (y) Rental Fleet during such period.




          “Capital Stock”: any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation) and any and all warrants or options to purchase any of the
foregoing.




          “Cash Equivalents”: (a) securities issued or fully guaranteed or insured by the
United States government or Canadian government or any agency or instrumentality thereof, (b) time
deposits, certificates of deposit or bankers’ acceptances of (i) any Lender or Affiliate thereof or
(ii) any commercial bank having capital and surplus in excess of $500,000,000 and the commercial
paper of the holding company of which is rated at least A-2 or the equivalent thereof by Standard &
Poor’s Ratings Group (a division of The McGraw Hill Companies Inc.) or any successor rating agency
(“S&P”) or at least P-2 or the equivalent thereof by Moody’s Investors Service, Inc. or any
successor rating agency (“Moody’s”) (or if at such time neither is issuing ratings, then a
comparable rating of such other nationally recognized rating agency as shall be approved by the
U.S. Administrative Agent in its reasonable judgment), (c) commercial paper rated at least A-2 or
the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such
time neither is issuing ratings, then a comparable rating of such other nationally recognized
rating agency as shall be approved by the U.S. Administrative Agent in its reasonable judgment),
(d) investments in money market funds complying with the risk limiting conditions of Rule 2a-7 or
any successor rule of the Securities and Exchange Commission under the Investment Company Act and
(e) investments similar to any of the foregoing denominated in foreign currencies approved by the
board of directors of the Parent Borrower, in each case



14









 






provided in clauses (a), (b), (c) and (e)
above only, maturing within twelve (12) months after the date of acquisition.




          “CERCLA”: the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as the same may be amended from time to time, 42 U.S.C.A. § 9601 et seq.




          “Change in Law”: as defined in subsection 4.11(a).




          “Change of Control”: the occurrence of any of the following events: (a) at any time
prior to the initial registered public offering of Holdings’ or any Parent Entity’s Voting Stock
the Permitted Holders shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act) of (x) so long as Holdings is a Subsidiary of any Parent Entity,
Voting Stock having less than 51% of the total voting power of all outstanding Capital Stock of
such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and
(y) if Holdings is not a Subsidiary of any Parent Entity, Voting Stock having less than 51% of the
total voting power of all outstanding shares of Holdings; (b) on and after the date of the initial
registered public offering of Holdings’ or any Parent Entity’s Voting Stock, (i) (x) the Permitted
Holders shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act) of (A) so long as Holdings is a Subsidiary of any Parent Entity, Voting Stock
having less than 35% of the total voting power of all outstanding Capital Stock of such Parent
Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and (B) if
Holdings is not a Subsidiary of any Parent Entity, Voting Stock having less than 35% of the total
voting power of all outstanding Capital Stock of Holdings and (y) any “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more
Permitted Holders, shall be the “beneficial owner” of (A) so long as Holdings is a Subsidiary of
any Parent Entity, Voting Stock having more than 35% of the total voting power of all outstanding
Capital Stock of such Parent Entity (other than a Parent Entity that is a Subsidiary of another
Parent Entity) and (B) if Holdings is not a Subsidiary of any Parent Entity, Voting Stock having
more than 35% of the total voting power of all outstanding Capital Stock of Holdings or (ii) the
Continuing Directors shall cease to constitute a majority of the members of the board of directors
of RSC; (c) Holdings shall cease to own, directly or indirectly, 100% of the Capital Stock of the
Parent Borrower; provided that the Parent Borrower may, to the extent permitted by
subsection 8.5, merge or consolidate with or into another U.S. Borrower; (d) the Parent Borrower
shall cease to own, directly or indirectly, 100% of the Capital Stock of RSC; provided that
RSC may, to the extent permitted by subsection 8.5, merge or consolidate with or into the Parent
Borrower and the Parent Borrower may merge with or into RSC; (e) RSC shall cease to own, directly
or indirectly, 100% of the Capital Stock of RSC Canada; provided that RSC Canada may, to
the extent permitted by subsection 8.5, merge or consolidate with or into another Canadian
Borrower; or (f) a “Change of Control” as defined in the Second-Lien Term Loan Documents,
the First Lien Last Out Note Documents or the Senior Note Documents.




          “Chief Executive Office”: with respect to any Person, the location from which such
Person manages the main part of its business operations or other affairs.



15









 







          “Closing Date”: the date on which all the conditions precedent set forth in
subsection 6.1 shall be satisfied or waived and the Initial Extension of Credit shall have
occurred hereunder.




          “Code”: the Internal Revenue Code of 1986, as amended from time to time.




          “Collateral”: all assets of the Loan Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document.




          “Collateral Agent”: the U.S. Administrative Agent and/or the Canadian Administrative
Agent, as the context may require.




          “Collection Bank”: as defined in subsection 4.16(c).




          “Commitment”: as to any Lender, its Extending U.S. RCF Commitment, its Non-Extending
U.S. RCF Commitment, its Extending Canadian RCF Commitment and its Non-Extending Canadian RCF
Commitment. The amount of the aggregate Commitment of the RCF Lenders on the Restatement Effective
Date (after giving effect to the transactions contemplated by the Second Amendment and this
Agreement on such date) is $1,100,000,000.




          “Commitment Percentage”: of any RCF Lender at any time shall be that percentage which
is equal to a fraction (expressed as a percentage) the numerator of which is the aggregate RCF
Commitment of such RCF Lender at such time and the denominator of which is the aggregate RCF
Commitments at such time, provided that if any such determination is to be made after the
RCF Commitments have terminated, the determination of such percentages shall be made immediately
before giving effect to such termination.




          “Commonly Controlled Entity”: an entity, whether or not incorporated, which is under
common control with Holdings or any of its Subsidiaries within the meaning of Section 4001 of ERISA
or is part of a group which includes Holdings or any of its Subsidiaries and which is treated as a
single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of
ERISA and Section 412 of the Code, is treated as a single employer under Sections 414(m) and (o) of
the Code.




          “Company Material Adverse Effect”: any fact, circumstance, change, occurrence or
development that has a material adverse effect on the business, assets, liabilities, results of
operations or condition (financial or otherwise) of the Recapitalized Business, taken as a whole,
but shall exclude any fact, circumstance, change, occurrence or development resulting from or
relating to (i) events affecting the North American, European, Asian or global economy or capital
or financial markets generally, (ii) changes in conditions in the industries in which the
Recapitalized Business operates, (iii) changes in laws, regulations, or GAAP, or in the
authoritative interpretations thereof or in regulatory guidance related thereto, (iv) earthquakes
or similar catastrophes, or acts of war (whether declared or undeclared), sabotage, terrorism,
military action or any escalation or worsening thereof, or (v) other than for purposes of
Sections 4.2 and 5.2 of the Recapitalization Agreement, the announcement or
performance of the Recapitalization Agreement or the transactions contemplated thereby, unless, in
the case of items (i)-(iv) above, any such fact, circumstance, change, occurrence or development
disproportionately affects the Recapitalized Business, taken as a whole.



16









 







          “Conduit Lender”: any special purpose corporation organized and administered by any
Lender for the purpose of making Loans otherwise required to be made by such Lender and designated
by such Lender in a written instrument delivered to the U.S. Administrative Agent (a copy of which
shall be provided by the U.S. Administrative Agent to the Parent Borrower on request);
provided that the designation by any Lender of a Conduit Lender shall not relieve the
designating Lender of any of its obligations under this Agreement, including its obligation to fund
a Loan if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating
Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all
consents and waivers required or requested under this Agreement with respect to its Conduit Lender,
and provided, further, that no Conduit Lender shall (a) be entitled to receive any
greater amount pursuant to any provision of this Agreement, including, without limitation,
subsection 4.10, 4.11, 4.12 or 11.5, than the designating Lender would have been entitled to
receive in respect of the extensions of credit made by such Conduit Lender if such designating
Lender had not designated such Conduit Lender hereunder, (b) be deemed to have any Commitment or
(c) be so designated if such designation would otherwise increase the costs of any Facility to any
Borrower.




          “Confidential Information Memorandum”: that certain Confidential Information
Memorandum (Public Version) dated November 6, 2006 and furnished to the Lenders.




          “Consolidated Fixed Charge Coverage Ratio”: as of the last day of any period, the
ratio of (a)(i) EBITDA for such period minus (ii) the sum of the unfinanced portion of all
Capital Expenditures (excluding any Capital Expenditure made in an amount equal to all or part of
the proceeds of (x) any casualty insurance, condemnation or eminent domain or (y) any sale of
assets (other than Rental Fleet) not in the ordinary course of business of Holdings and its
consolidated Subsidiaries during such period so long as such proceeds were in fact applied within
twelve (12) months following the receipt thereof), to (b) the sum, without duplication, of (i) Debt
Service Charges payable in cash by the Parent Borrower and its consolidated Subsidiaries during
such period plus (ii) federal, state and foreign income taxes paid in cash by the Parent
Borrower and its consolidated Subsidiaries (net of refunds received) for the period of four full
fiscal quarters ending on such date plus (iii) cash paid by the Parent Borrower during the
relevant period pursuant to any of clauses (f), (i) and (k) of subsection 8.7; provided
that upon the date on which any Liquidity Event first occurs, the Consolidated Fixed Charge
Coverage Ratio shall be calculated as of end of the most recently completed fiscal quarter of the
Parent Borrower for which financial statements shall have been required to be delivered under
subsection 7.1(a) or (b).




          “Consolidated Indebtedness”: at the date of determination thereof, an amount equal to
all debt of the Parent Borrower and its consolidated Subsidiaries as determined on a consolidated
basis and as disclosed on the Parent Borrower’s consolidated balance sheet most recently delivered
pursuant to subsection 7.1.




          “Consolidated Interest Expense”: for any period, an amount equal to (a) interest
expense (accrued and paid or payable in cash for such period, and in any event excluding any
amortization or write off of financing costs) on Indebtedness of the Parent Borrower and its
consolidated Subsidiaries for such period minus (b) interest income (accrued and received
or receivable in cash for such period) of the Parent Borrower and its consolidated Subsidiaries for



17









 






such period, in each case determined on a consolidated basis in accordance with GAAP;
provided that for purposes of calculating the Consolidated Fixed Charge Coverage Ratio for
any period of four fiscal quarters ending prior to December 31, 2007, Consolidated Interest Expense
for such period of four fiscal quarters shall be deemed to be (i) in the case of the period ending
at the end of the fiscal quarter ending March 31, 2007, Consolidated Interest Expense for such
fiscal quarter multiplied by 4, (ii) in the case of the period ending at the end of the fiscal
quarter ending June 30, 2007, Consolidated Interest Expense for the period of two fiscal quarters
ending at the end of such fiscal quarter multiplied by 2 and (iii) in the case of the period ending
at the end of the fiscal quarter ending September 30, 2007, Consolidated Interest Expense for the
period of three fiscal quarters ending at the end of such fiscal quarter multiplied by 4/3.




          “Consolidated Leverage Ratio”: as of the last day of any period, the ratio of
(a) Consolidated Indebtedness on such day to (b) EBITDA for such period, or the period of four full
fiscal quarters most recently ended prior to such date for which financial statements of the Parent
Borrower have been required to be delivered under subsection 7.1(a) or (b), respectively;
provided that upon the date on which any Liquidity Event first occurs, the Consolidated
Leverage Ratio shall be calculated as of the end of the most recently completed fiscal quarter of
the Parent Borrower for which financial statements shall have been required to be delivered under
subsection 7.1(a) or (b).




          “Consolidated Net Income”: for any period, net income of the Parent Borrower and its
consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with
GAAP.




          “Continuing Directors”: the directors of RSC on the Closing Date, after giving effect
to the Transaction and the other transactions contemplated thereby, and each other director if, in
each case, such other director’s nomination for election to the board of directors of RSC is
recommended by at least a majority of the then Continuing Directors or the election of such other
director is approved by one or more Permitted Holders.




          “Contractual Obligation”: as to any Person, any provision of any material security
issued by such Person or of any material agreement, instrument or other undertaking to which such
Person is a party or by which it or any of its property is bound.




          “Credit Agreement Party”: Holdings and each Borrower.




          “Credit Card Notification”: as defined in subsection 4.16(c).




          “Custodian”: as defined in subsection 10.1(b).




          “DB”: DBNY, DBCB, DBSI and any other Affiliates of DBSI designated by DBSI.




          “DBCB”: Deutsche Bank AG, Canada Branch, in its individual capacity, and any
successor corporation thereto by merger, consolidation or otherwise.




          “DBCB Account”: as defined in subsection 4.16(d).



18









 







          “DBNY”: Deutsche Bank AG, New York Branch, in its individual capacity, and any
successor corporation thereto by merger, consolidation or otherwise.




          “DBNY Account”: as defined in subsection 4.16(d).




          “DBSI”: Deutsche Bank Securities Inc., in its individual capacity, and any successor
corporation thereto by merger, consolidation or otherwise.




          “DDA Notification”: as defined in subsection 4.16(c).




          “DDAs”: any checking or other demand deposit account maintained by the Loan Parties
(other than any such account if such account is, or all of the funds and other assets owned by a
Loan Party held in such account are, excluded from the Collateral pursuant to any Security
Document). All funds in such DDAs shall be conclusively presumed to be Collateral and proceeds of
Collateral and the Agents and the Lenders shall have no duty to inquire as to the source of the
amounts on deposit in the DDAs, subject to the Security Documents and the Intercreditor Agreement.




          “Debt Financing”: the debt financing transactions contemplated under (a) the Loan
Documents, (b) the Second-Lien Term Loan Documents and (c) the Senior Note Documents, and, in each
case, including any Interest Rate Protection Agreements related thereto.




          “Debt Service Charges”: for any period, the sum of (a) Consolidated Interest Expense,
plus (b) scheduled mandatory principal payments made or required to be made (after giving
effect to any prepayments paid in cash that reduce the amount of such required payments) on account
of Indebtedness of the Parent Borrower and its consolidated Subsidiaries, including the full amount
of any non-recourse Indebtedness (excluding the obligations hereunder, payments to reimburse any
drawings under any commercial letters of credit, and any payments on Indebtedness required to be
made on the final maturity date thereof, but including any obligations in respect of Financing
Leases), for such period, plus (c) scheduled mandatory payments on account of Disqualified
Capital Stock of the Parent Borrower and its consolidated Subsidiaries (whether in the nature of
dividends, redemption, repurchase or otherwise) required to be made during such period, in each
case determined on a consolidated basis in accordance with GAAP.




          “Default”: any of the events specified in Section 9, whether or not any
requirement for the giving of notice (other than, in the case of subsection 9(e), a Default
Notice), the lapse of time, or both, or any other condition specified in Section 9, has
been satisfied.




          “Default Notice”: as defined in subsection 9(e).




          “Defaulting Lender”: as defined in subsection 4.8(d)(i).




          “Deposit Account”: any deposit account (as such term is defined in Article 9 of the
UCC or (to the extent governed thereby) any similar provision of the PPSA).




          “Deteriorating Lender”: any Lender that is a Defaulting Lender or with respect to
which a Lender Default is in effect.



19









 







          “Discount Note”: as defined in subsection 4.6(c)(xi).




          “Disinterested Director”: with respect to any Person and transaction, a member of the
board of directors of such Person who does not have any material direct or indirect financial
interest in or with respect to such transaction.




          “Disposition”: as defined in the definition of the term “Asset Sale” in this
subsection 1.1.




          “Disqualified Capital Stock”: any Capital Stock which, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable), or upon the
happening of any event, (a) is mandatorily redeemable in whole or in part prior to the Extending
RCF Maturity Date, pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof, in whole or in part, (b) is convertible into or exchangeable (unless
at the sole option of the issuer thereof) for Indebtedness or any Capital Stock referred to in
(a) above prior to the Extending RCF Maturity Date, or (c) contains any mandatory repurchase
obligation which comes into effect prior to the Extending RCF Maturity Date, provided that
any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof
giving holders thereof (or the holders of any security into or for which such Capital Stock is
convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such
Capital Stock upon the occurrence of a change in control or an asset sale shall not constitute
Disqualified Capital Stock.




          “Documentary L/C”: as defined in subsection 3.1(a).




          “Dollar Equivalent”: with respect to the principal amount of any Canadian RCF Loan
denominated in Canadian Dollars or the amount of any Canadian RCF Letters of Credit denominated in
Canadian Dollars at any date of determination thereof, an amount in Dollars equivalent to such
principal amount or such other amount calculated on the basis of the Spot Rate of Exchange.




          “Dollars” and “$”: dollars in lawful currency of the United States of
America.




          “Domestic Subsidiary”: any Subsidiary of the Parent Borrower which is not a Foreign
Subsidiary.




          “Dominion Event”: the determination by the U.S. Administrative Agent that Available
RCF Commitments on any day are less than (A)(x) at all times prior to both the Non-Extending RCF
Maturity Date and the Extending RCF Commitment Increase Date, $180,000,000 and (y) at all times
after the Extending RCF Commitment Increase Date and prior to the Non-Extending RCF Maturity Date,
the greater of (i) $180,000,000 and (ii) 15.0% of the Total RCF Commitments on the Extending RCF
Commitment Increase Date (after giving effect thereto) and (B) at all times on or after the
Non-Extending RCF Maturity Date, 15.0% of the Total RCF Commitments on the Non-Extending RCF
Maturity Date (after giving effect to the termination of all Non-Extending RCF Commitments on such
date); provided that the U.S. Administrative Agent has notified the Parent Borrower
thereof; and provided, further, that if the occurrence of a Dominion Event shall be
due solely to a fluctuation in currency exchange rates occurring within the two (2) Business Day
period immediately preceding such occurrence, and



20









 






one or more of the Borrowers, within two (2)
Business Days following receipt of such notice from the U.S. Administrative Agent, repays Loans in
an amount such that the Available RCF Commitments following such payment exceeds (A)(x) at all
times prior to both the Non-Extending RCF Maturity Date and the Extending RCF Commitment Increase
Date, $180,000,000 and (y) at all times after the Extending RCF Commitment Increase Date and prior
to the Non-Extending RCF Maturity Date, the greater of (i) $180,000,000 and (ii) 15.0% of the Total
RCF Commitments on the Extending RCF Commitment Increase Date (after giving effect thereto) and (B)
at all times on or after the Non-Extending RCF Maturity Date, 15.0% of the Total RCF Commitments on
the Non-Extending RCF Maturity Date (after giving effect to the termination of all Non-Extending
RCF Commitments on such date), a Dominion Event shall be deemed not to have occurred. The
occurrence of a Dominion Event shall be deemed continuing notwithstanding that Available RCF
Commitments may thereafter exceed the applicable amount described in the preceding sentence unless
and until the Available RCF Commitments exceed (A)(x) at all times at all times prior to both the
Non-Extending RCF Maturity Date and the Extending RCF Commitment Increase Date, $180,000,000 and
(y) at all times after the Extending RCF Commitment Increase Date and prior to the Non-Extending
RCF Maturity Date, the greater of (i) $180,000,000 and (ii) 15.0% of the Total RCF Commitments on
the Extending RCF Commitment Increase Date (after giving effect thereto) and (B) at all times on or
after the Non-Extending RCF Maturity Date, 15.0% of the Total RCF Commitments on the Non-Extending
RCF Maturity Date (after giving effect to the termination of all Non-Extending RCF Commitments on
such date) for thirty (30) consecutive days, in which event a Dominion Event shall no longer be
deemed to be continuing; provided that a Dominion Event may not be cured as contemplated by
this sentence more than two times in any four fiscal quarter period; and provided,
further, that a Dominion Event that occurs prior to the Non-Extending RCF Maturity Date
shall not be cured pursuant to this sentence unless the Available RCF Commitments exceed for thirty
(30) consecutive days the applicable amount required pursuant to the preceding sentence at the time
such Dominion Event occurred.




          “Draft”: at any time, either a depository bill within the meaning of the
Depository Bills and Notes Act (Canada) or a bill of exchange, within the meaning of the
Bills of Exchange Act (Canada), drawn by a Canadian Borrower on a Canadian Lender and
bearing such distinguishing letters and numbers as such Canadian Lender may determine, but which at
such time has not been completed or accepted by such Canadian Lender.




          “EBITDA”: for any period, the sum of (a) Consolidated Net Income for such period
adjusted (i) to exclude the following items (without duplication) of income or expense to the
extent that such items are included in the calculation of Consolidated Net Income:
(A) Consolidated Interest Expense, (B) any non-cash expenses and charges, (C) total income tax
expense, (D) depreciation expense, (E) the expense associated with amortization of intangible and
other assets (including amortization or other expense recognition of any costs associated with
asset write-ups in accordance with APB Nos. 16 and 17), (F) non-cash provisions for reserves for
discontinued operations, (G) any extraordinary, unusual or non-recurring gains or losses or charges
or credits, including but not limited to any expenses relating to the Transaction and any
non-recurring or extraordinary items paid or accrued during such period relating to deferred
compensation owed to any Management Investor that was cancelled, waived or exchanged in connection
with the grant to such Management Investor of the right to receive or acquire shares of common
stock of Holdings or any other Parent Entity, (H) any gain or loss



21









 






associated with the sale or
write-down of assets (other than Rental Fleet) not in the ordinary course of business, (I) any
income or loss accounted for by the equity method of accounting (except in the case of income to
the extent of the amount of cash dividends or cash distributions actually paid to the Parent
Borrower or any of its Subsidiaries by the entity accounted for by the equity method of accounting)
and (J) fees paid to any Sponsor or any Affiliate of any Sponsor for the rendering of management
consulting, monitoring or financial advisory services for compensation not to exceed in the
aggregate $6,000,000 in any Fiscal Year and (ii) by reducing EBITDA (as otherwise determined above)
by the amount of all dividends paid by the Parent Borrower during the relevant period pursuant to
any of clauses (c) and (d) of subsection 8.7 (in each case, unless and to the extent (x) the amount
paid with such dividends by Holdings or any Parent Entity would not, if the respective expense or
other item had been incurred directly by the Parent Borrower, have reduced EBITDA determined in
accordance with the foregoing provisions of this definition or (y) such dividend is paid by the
Parent Borrower in respect of an expense or other item that has resulted in, or will result in, a
reduction of EBITDA, as calculated pursuant to clause (a) above) plus (b) only with respect
to determining compliance with subsection 8.1 hereof, any Specified Equity Contribution. For the
purposes of calculating EBITDA for any period of four consecutive fiscal quarters (each, a
“Reference Period”), (i) if at any time during such Reference Period (and after the Closing
Date) the Parent Borrower or any of its Subsidiaries shall have made any Material Disposition, the
EBITDA for such Reference Period shall be reduced by an amount equal to the EBITDA (if positive)
attributable to the property that is the subject of such Material Disposition for such Reference
Period or increased by an amount equal to the EBITDA (if negative) attributable thereto for such
Reference Period and (ii) if during such Reference Period (and after the Closing Date) the Parent
Borrower or any of its Subsidiaries shall have made a Material Acquisition, EBITDA for such
Reference Period shall be calculated after giving pro forma effect thereto in accordance with
Regulation S-X or in such other manner acceptable to the U.S. Administrative Agent as if such
Material Acquisition occurred on the first day of such Reference Period. As used in this
definition, “Material Acquisition” means any acquisition of property or series of related
acquisitions of property that (x) constitutes assets comprising all or substantially all of an
operating unit of a business or constitutes all or substantially all of the common stock of a
Person and (y) involves the payment of consideration by the Parent Borrower or any of its
Subsidiaries in excess of $5,000,000; and “Material Disposition” means any Disposition of
property or series of related Dispositions of property that (x) constitutes assets comprising all
or substantially all of an operating unit of a business or constitutes all or substantially all of
the common stock of a Person and (y) yields gross proceeds to the Parent Borrower or any of its
Subsidiaries in excess of $5,000,000; provided that for any applicable periods prior to the
Closing Date EBITDA shall be determined in respect to the Recapitalized Business.




          “Eligible Accounts”: those Accounts created by a Qualified Loan Party in the ordinary
course of its business, arising out of its sale, lease or rental of goods or rendition of services,
that comply in all material respects with each of the representations and warranties respecting
Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of
one or more of the excluding criteria set forth below. In determining the amount to be included,
Eligible Accounts shall be calculated net of customer deposits and unapplied cash. Eligible
Accounts shall not include the following:



22









 








     (a) Accounts that are unpaid on the date which is one-hundred and twenty (120) days
after the date of the original invoice,




     (b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of the
total amount of all Accounts owed by that Account Debtor (or its Affiliates) are deemed
ineligible under clause (a) above,




     (c) without duplication, the amount of any credit balances greater than one-hundred and
twenty (120) days past their invoice date with respect to any Account,




     (d) Accounts with respect to which the Account Debtor is (i) an Affiliate of any Loan
Party (other than a portfolio company of any of the Equity Investors or their respective
Affiliates) or (ii) an employee or agent of any Loan Party or any Affiliate of such Loan
Party (other than a portfolio company of the Equity Investors or their respective
Affiliates),




     (e) Accounts arising in a transaction wherein goods are placed on consignment or are
sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold,
or any other terms by reason of which the payment by the Account Debtor may be conditional
(other than, for the avoidance of doubt, a rental or lease basis),




     (f) Accounts that are not payable in Dollars; provided that Eligible Canadian
Accounts may be payable in Canadian Dollars,




     (g) Accounts with respect to which the Account Debtor is a Person other than a
Governmental Authority unless: (i) the Account Debtor (A) is a natural person with a
billing address in the United States or Canada, (B) maintains its Chief Executive Office in
the United States or Canada, or (C) is organized under the laws of the United States, Canada
or any state, territory, province or subdivision thereof; or (ii) (A) the Account is
supported by an irrevocable letter of credit satisfactory to the U.S. Administrative Agent,
in its Permitted Discretion (as to form, substance, and issuer or domestic confirming bank),
that has been delivered to the U.S. Administrative Agent and is directly drawable by the
U.S. Administrative Agent, or (B) the Account is covered by credit insurance in form,
substance, and amount, and by an insurer, satisfactory to the U.S. Administrative Agent, in
its Permitted Discretion,




     (h) Accounts with respect to which the Account Debtor is the government of any country
or sovereign state other than the United States and Canada, or of any state, province,
municipality, or other political subdivision thereof, or of any department, agency, public
corporation, or other instrumentality thereof, unless (i) the Account is supported by an
irrevocable letter of credit satisfactory to the U.S. Administrative Agent, in its Permitted
Discretion (as to form, substance, and issuer or domestic confirming bank), that has been
delivered to the U.S. Administrative Agent and is directly drawable by the U.S.
Administrative Agent, or (ii) the Account is covered by credit insurance in form, substance,
and amount, and by an insurer, satisfactory to the U.S. Administrative Agent, in its
Permitted Discretion,



23









 






     (i) Accounts with respect to which the Account Debtor is (i) the federal government of
Canada or any department, agency or instrumentality of Canada or (ii) the federal government
of the United States or any department, agency or instrumentality of the United States
(exclusive, in the case of clause (ii), of Accounts with respect to which the applicable
Loan Party has complied, to the reasonable satisfaction of the U.S. Administrative Agent,
with the Assignment of Claims Act of 1940 (31 USC Section 3727)),




     (j) Accounts with respect to which the Account Debtor is any state government of the
United States or any department, agency, municipality or political subdivision thereof
(exclusive, however, of Accounts with respect to which the applicable Loan Party has
complied, to the reasonable satisfaction of the U.S. Administrative Agent, with the state
law (if any) that is the substantial equivalent of the Assignment of Claims Act of 1940 (31
USC Section 3727)), unless (i) the Account is supported by an irrevocable letter of credit
satisfactory to the U.S. Administrative Agent, in its Permitted Discretion (as to form,
substance, and issuer or domestic confirming bank), that has been delivered to the U.S.
Administrative Agent and is directly drawable by the U.S. Administrative Agent, or (ii) the
Account is covered by credit insurance in form, substance, and amount, and by an insurer,
satisfactory to the U.S. Administrative Agent, in its Permitted Discretion,




     (k) (i) Accounts with respect to which the Account Debtor is a creditor of any Loan
Party or any Subsidiary of a Loan Party, has or has asserted a right of setoff, or has
disputed its obligation to pay all or any portion of the Account, to the extent of such
claim, right of setoff, or dispute, (ii) Accounts which are subject to a rebate that has
been earned but not taken or a chargeback, to the extent of such rebate or chargeback,
(iii) Accounts that comprise service charges or finance charges and (iv) Accounts less than
one-hundred and twenty (120) days past the original invoice date related to invoices that
have been partially paid,




     (l) Accounts with respect to an Account Debtor whose total obligations owing to the
Borrowers exceed 10% of all Eligible Accounts, to the extent of the obligations owing by
such Account Debtor in excess of such percentage; provided, however, that,
in each case, the amount of Eligible Accounts that are excluded because they exceed the
foregoing percentage shall be determined by the U.S. Administrative Agent based on all of
the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the
foregoing concentration limit,




     (m) Accounts with respect to which the Account Debtor is not Solvent, is subject to a
proceeding related thereto, has gone out of business, or as to which a Loan Party has
received notice of an imminent proceeding related to such Account Debtor not being or
alleged not to be Solvent or which proceeding is reasonably likely to result in a material
impairment of the financial condition of such Account Debtor,




     (n) Accounts with respect to which the Account Debtor is located in a state, province
or jurisdiction (e.g., New Jersey, Minnesota, West Virginia and Canadian provinces)
that requires, as a condition to access to the courts of such jurisdiction, that a



24









 






creditor
qualify to transact business, file a business activities report or other report or form, or
take one or more other actions, unless the applicable Loan Party has so qualified, filed
such reports or forms, or taken such actions (and, in each case, paid any required fees or
other charges). The foregoing shall not apply to the extent that the applicable Loan Party
may qualify subsequently as a foreign entity authorized to transact business in such state
or jurisdiction and gain access to such courts, without incurring any cost or penalty viewed
by the U.S. Administrative Agent, in its Permitted Discretion, to be material in amount, and
such later qualification cures any access to such courts to enforce payment of such Account
(including, for greater certainty, the requirement for a creditor to extra-provincially
register in a province or territory of Canada for such purposes),




     (o) Accounts, the collection of which the U.S. Administrative Agent, in its Permitted
Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,
upon notice thereof to the Parent Borrower,




     (p) Accounts that are not subject to a valid and perfected first priority Lien in favor
of the U.S. Collateral Agent or the Canadian Collateral Agent, as applicable, pursuant to a
Security Document (as and to the extent provided therein (it being agreed that in no event
shall any Excluded Assets be deemed to be Eligible Accounts hereunder)),




     (q) Accounts with respect to which (i) the goods giving rise to such Account have not
been shipped and billed to the Account Debtor, or (ii) the services giving rise to such
Account have not been performed and billed to the Account Debtor, or




     (r) Accounts that represent the right to receive progress payments or other advance
billings that are due prior to the completion of performance by the applicable Loan Party of
the subject contract for goods or services.



          “Eligible Canadian Accounts”: the Eligible Accounts owned by the Canadian Borrowers
and the Qualified Canadian Subsidiary Guarantors.




          “Eligible Canadian Inventory”: the Eligible Inventory owned by the Canadian Borrowers
and the Qualified Canadian Subsidiary Guarantors.




          “Eligible Canadian Rental Fleet”: the Eligible Rental Fleet owned by the Canadian
Borrowers and the Qualified Canadian Subsidiary Guarantors.




          “Eligible Inventory”: the gross dollar value (valued at the lower of cost or market
value) of the Inventory of the Qualified Loan Parties located in any jurisdiction of the United
States or Canada which is readily marketable and is then currently being held for resale in the
ordinary course of business and conforms in all material respects to the representations and
warranties contained in the Loan Documents, and that are not excluded by virtue of one or more of
the excluding criteria set forth below. Eligible Inventory shall not include the following:





     (a) any supplies (other than raw materials), spare parts, shipping materials, goods
returned or rejected (except to the extent that such returned or rejected goods




25











 






continue to conform in all material respects to the representations and warranties
contained in the Loan Documents) by customers and goods to be returned to suppliers,




     (b) any Inventory held on consignment,




     (c) any Inventory which has been shipped to a customer, even if on a consignment or
“sale or return” basis,




     (d) any Inventory to the extent that a Qualified Loan Party has taken a reserve, but
only to the extent of such reserve,



          (e) any Inventory not subject to a valid and perfected first-priority Lien in favor of the
U.S. Collateral Agent or the Canadian Collateral Agent, as applicable, pursuant to a Security
Document (as and to the extent provided therein (it being understood and agreed that in no event
shall any of the Excluded Assets be deemed to be Eligible Inventory hereunder)),





     (f) any Inventory not produced in compliance with the applicable requirements of the
Fair Labor Standards Act,




     (g) any fuel, or




     (h) any Inventory classified as “dead and overstock inventory” not already reserved for
pursuant to clause (d) above.



          “Eligible Rental Fleet”: Rental Fleet of the Qualified Loan Parties held for renting
in the ordinary course of the Loan Parties’ business, that complies in all material respects with
each of the representations and warranties respecting Eligible Rental Fleet made in the Loan
Documents, and that is not excluded as ineligible by virtue of one or more of the excluding
criteria set forth below. In determining the amount to be so included, Rental Fleet shall be
valued at the lower of cost or market on a basis consistent with the Loan Parties’ historical
accounting practices and shall be net of any unrecorded rebates. An item of Rental Fleet shall not
be included in Eligible Rental Fleet if:





     (a) a Loan Party does not have good and valid title thereto,




     (b) it is not either (i) located at one of the locations in the United States or Canada
set forth on Schedule D, as the same may be modified from time to time by notice to
the U.S. Administrative Agent, or (ii) on lease with a customer in the ordinary course of
business and located in the United States or Canada,




     (c) it is not subject to a valid and perfected first priority Lien in favor of the U.S.
Collateral Agent or the Canadian Collateral Agent, as applicable, pursuant to a Security
Document; (as and to the extent provided therein (it being agreed that in no event shall any
Excluded Assets be deemed to be Eligible Rental Fleet hereunder)); provided that
this clause (c) will not apply to Rental Fleet represented by a certificate of title (such
Rental Fleet being subject to clause (h) below); provided, further, that, it
shall not be necessary to identify the Vehicle Identification Numbers with respect to Rental



26









 







Fleet located in Canada in any PPSA filings as a prerequisite for such Rental Fleet to
constitute “Eligible Rental Fleet” hereunder;




     (d) it consists of goods rejected by a Loan Party’s customers,




     (e) it consists of goods that are obsolete, unmerchantable or slow moving,




     (f) it is damaged or defective and (i) is not repairable and (ii) is classified as
“outside” shop unless payables are reserved; provided that, this clause (f) will not
apply to Rental Fleet that is classified as inside or outside the shop for less than sixty
(60) days,




     (g) it is not available to rent to customers of a Loan Party in the ordinary course of
business, or




     (h) it is U.S. Rental Fleet represented by a certificate of title unless (i) during the
120-day period following the Closing Date, a Loan Party has delivered the certificate of
title for such Rental Fleet to the U.S. Collateral Agent (or its agents) and (ii) to the
extent necessary to perfect a security interest in such Rental Fleet, for all periods
thereafter, a Loan Party has caused the certificate of title for such Rental Fleet to be
registered with the applicable Governmental Authority showing “Deutsche Bank AG, New York
Branch, as U.S. Collateral Agent” or “Deutsche Bank AG, Canada Branch, as Canadian
Collateral Agent”, as applicable, (or a trustee or agent reasonably acceptable to the U.S.
Collateral Agent or Canadian Collateral Agent, as applicable) as a lienholder thereon, such
that such Rental Fleet is subject to a valid and perfected first priority Lien in favor of
the U.S. Collateral Agent or the Canadian Collateral Agent, as applicable (or such
certificate of title or the requisite application therefor has been submitted to the
applicable Governmental Authority for such registration or for issuance of such certificate
of title as so registered).



          “Eligible Unbilled Accounts”: Accounts (which are Eligible Accounts except for their
failure to comply with clause (q) of the definition of Eligible Accounts) (a) which have not been
billed but for which services have been rendered, (b) which have not been billed solely because
either (i) the services were rendered pursuant to a customer agreement which provides for monthly
billing at a date other than month-end, or (ii) the services were rendered pursuant to a customer
agreement which provides for billing at the completion of the rental term, and such rental term has
not yet ended and (c) which shall be billed not more than thirty (30) days after such Account is
first included on the Borrowing Base Certificate or otherwise reported to the U.S. Administrative
Agent as Collateral.




          “Eligible U.S. Accounts”: the Eligible Accounts owned by the U.S. Borrowers and the
Qualified U.S. Subsidiary Guarantors.




          “Eligible U.S. Inventory”: the Eligible Inventory owned by the U.S. Borrowers and the
Qualified U.S. Subsidiary Guarantors.




          “Eligible U.S. Rental Fleet”: the Eligible Rental Fleet owned by the U.S. Borrowers
and the Qualified U.S. Subsidiary Guarantors.




27









 








          “Environmental Costs”: any and all costs or expenses (including attorney’s and
consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation
expenses, fines, penalties, damages, settlement payments, judgments and awards), of whatever kind
or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to,
any actual or alleged violation of, noncompliance with or liability under any Environmental Laws.
Environmental Costs include any and all of the foregoing, without regard to whether they arise out
of or are related to any past, pending or threatened proceeding of any kind.




          “Environmental Laws”: any and all U.S., Canadian or foreign federal, state,
provincial, territorial, foreign, local or municipal laws, rules, orders, enforceable guidelines,
orders-in-council, regulations, statutes, ordinances, codes, decrees, and such requirements of any
Governmental Authority properly promulgated and having the force and effect of law or other
Requirements of Law (including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health (as it relates to exposure to Materials
of Environmental Concern) or the environment, as have been, or now or at any relevant time
hereafter are, in effect.




          “Environmental Permits”: any and all permits, licenses, approvals, registrations,
notifications, exemptions and any other authorization required under any Environmental Law.




          “Equipment”: any equipment owned by or leased to the Parent Borrower or any of its
Subsidiaries that is revenue earning equipment, or is classified as “revenue earning equipment” in
the consolidated financial statements of the Parent Borrower, including any such equipment
consisting of (i) backhoes, dozers, excavators, forklifts, loaders, scissors, tractors, trenchers,
trucks and trailers or other similar equipment, (ii) construction, industrial, commercial and
office equipment, (iii) earthmoving, material handling, compaction, aerial and electrical
equipment, (iv) air compressors, pumps and small tools and (v) other personal property.




          “Equity Financing”: the direct or indirect cash investment received by ACNA from the
Sponsors and/or one or more Affiliates of either Sponsor and (if so determined by the Sponsors) one
or both of the Sellers and/or one or more affiliates of the Sellers and (if so determined by the
Sponsors) one or more other investors in an aggregate amount of at least $500,000,000 in accordance
with the provisions of the Recapitalization Agreement.




          “Equity Investors”: the Sponsors, the Sellers and each other person that made a
direct or indirect equity investment in ACNA on the Closing Date.




          “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to
time.




          “Eurocurrency Base Rate”: with respect to each day during each Interest Period
pertaining to a Eurocurrency Loan, the rate per annum determined by the U.S. Administrative Agent
to be the arithmetic mean (rounded to the nearest 1/100th of 1%) of the offered rates for deposits
in Dollars with a term comparable to such Interest Period that appears on the Telerate British
Bankers Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00 A.M.,
London time, on the second full Business Day preceding the first day of such Interest Period;
provided, however, that if there shall at any time no longer exist a Telerate




28









 







British Bankers Assoc. Interest Settlement Rates Page, “Eurocurrency Base Rate” shall
mean, with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, the
rate per annum equal to the rate at which the U.S. Administrative Agent is offered deposits in
Dollars at or about 10:00 A.M., New York City time, two (2) Business Days prior to the beginning of
such Interest Period in the interbank eurocurrency market where the eurocurrency and foreign
currency and exchange operations in respect of Dollars are then being conducted for delivery on the
first day of such Interest Period for the number of days of such Interest Period and in an amount
comparable to the amount of its Eurocurrency Loan to be outstanding during such Interest Period.
“Telerate British Bankers Assoc. Interest Settlement Rates Page” shall mean the display
designated as Page 3750 on the Telerate System (or such other page as may replace such page on such
service for the purpose of displaying the rates at which Dollar deposits are offered by leading
banks in the London interbank deposit market).




          “Eurocurrency Loans”: Loans the rate of interest applicable to which is based upon
the Eurocurrency Rate.




          “Eurocurrency Rate”: with respect to each day during each Interest Period pertaining
to a Eurocurrency Loan, a rate per annum determined for such day in accordance with the following
formula (rounded upward to the nearest 1/100th of 1%):




Eurocurrency Base Rate

1.00 -Eurocurrency Reserve Requirements





          “Eurocurrency Reserve Requirements”: for any day as applied to a Eurocurrency Loan,
the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect on such day (including basic, supplemental, marginal and emergency reserves
under any regulations of the Board or other Governmental Authority having jurisdiction with respect
thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank
of the Federal Reserve System.




          “Event of Default”: any of the events specified in Section 9,
provided that any requirement for the giving of notice, the lapse of time, or both, or any
other condition specified in Section 9, has been satisfied.




          “Exchange Act”: the Securities Exchange Act of 1934, as amended from time to time.




          “Excluded Assets”: as defined in the U.S. Guarantee and Collateral Agreement and the
Canadian Security Agreement.




          “Extending Canadian RC Facility”: the revolving credit facility available to the
Canadian Borrowers, the U.S. Borrowers and Canadian Finco hereunder pursuant to subsection
2.1(b)(I).




          “Extending Canadian RCF Commitment”: with respect to each Extending Canadian RCF
Lender, the commitment of such Extending Canadian RCF Lender hereunder to make Extensions of Credit
to the Borrowers in the amount set forth opposite its name on




29









 







Schedule A hereto and/or set forth in the Register from time to time, as the same may
subsequently be increased pursuant to subsection 2.6.




          “Extending Canadian RCF Commitment Percentage”: of any Extending Canadian RCF Lender
at any time shall be that percentage which is equal to a fraction (expressed as a percentage) the
numerator of which is the Extending Canadian RCF Commitment of such Extending Canadian RCF Lender
at such time and the denominator of which is the Total Extending Canadian RCF Commitment at such
time, provided that if any such determination is to be made after the Total Extending
Canadian RCF Commitment (and the related Extending Canadian RCF Commitments of the Extending
Canadian RCF Lenders) has (or have) terminated, the determination of such percentages shall be made
immediately before giving effect to such termination.




          “Extending Canadian RCF Commitment Period”: the period from and including the
Restatement Effective Date to but not including the Extending RCF Maturity Date, or such earlier
date as the Extending Canadian RCF Commitments shall terminate as provided herein.




          “Extending Canadian RCF L/C Obligation Exposure”: at any time, the aggregate amount
of all Canadian RCF L/C Obligations at such time allocated to the Extending Canadian RCF
Commitments in accordance with subsection 3.1.




          “Extending Canadian RCF Lender”: each Lender which has an Extending Canadian RCF
Commitment (without giving effect to any termination of the Total Extending Canadian RCF Commitment
if there is any outstanding Extending Canadian RCF L/C Obligation Exposure) or which has (or has
any Non-Canadian Affiliate which has) any outstanding Extending Canadian RCF Loans (or an Extending
Canadian RCF Commitment Percentage in any then outstanding Extending Canadian RCF L/C Obligation
Exposure). Unless the context otherwise requires, each reference in this Agreement to an Extending
Canadian RCF Lender includes each Extending Canadian RCF Lender and shall include references to any
Affiliate of any such Lender (including any Non-Canadian Affiliate, as applicable) which is acting
as an Extending Canadian RCF Lender.




          “Extending Canadian RCF Loan”: as defined in subsection 2.1(b)(I).




          “Extending Commitment Fee Rate”: as set forth on the Pricing Grid based upon the
Average Extending RCF Loan Utilization calculated by the U.S. Administrative Agent for the
respective three-month period for each such period.




          “Extending Letter of Credit”: as defined in subsection 3.4(a).




          “Extending RCF Commitment”: each Extending U.S. RCF Commitment and each Extending
Canadian RCF Commitment.




          “Extending RCF Commitment Increase Date”: the first date on which an Additional
Extending RCF Commitment Agreement is entered into pursuant to subsection 2.6 for the purpose of
increasing or providing new Extending RCF Commitments other than in connection with the conversion
of Non-Extending RCF Commitments into Extending RCF Commitments pursuant to subsection 2.6.




30









 








          “Extending RCF Commitment Period”: the period from and including the Restatement
Effective Date to but not including the Extending RCF Maturity Date, or such earlier date as the
Extending RCF Commitments shall terminate as provided herein.




          “Extending RCF Lender”: each Extending U.S. RCF Lender and each Extending Canadian RCF
Lender.




          “Extending RCF Maturity Date”: August 30, 2013.




          “Extending RCF Loan”: each Extending U.S. RCF Loan and each Extending Canadian RCF
Loan.




          “Extending U.S. RC Facility”: the revolving credit facility available to the U.S.
Borrowers hereunder pursuant to subsection 2.1(a)(I).




          “Extending U.S. RCF Commitment”: with respect to each Extending U.S. RCF Lender, the
commitment of such Extending U.S. RCF Lender hereunder to make Extensions of Credit to the U.S.
Borrowers in the amount set forth opposite its name on Schedule A hereto and/or set forth
in the Register from time to time, as the same may subsequently be increased pursuant to subsection
2.6.




          “Extending U.S. RCF Commitment Period”: the period from and including the Restatement
Effective Date to but not including the Extending RCF Maturity Date, or such earlier date as the
Extending U.S. RCF Commitments shall terminate as provided herein.




          “Extending U.S. RCF Commitment Percentage”: of any Extending U.S. RCF Lender at any
time shall be that percentage which is equal to a fraction (expressed as a percentage) the
numerator of which is the Extending U.S. RCF Commitment of such Extending U.S. RCF Lender at such
time and the denominator of which is the Total Extending U.S. RCF Commitment at such time,
provided that if any such determination is to be made after the Total Extending U.S. RCF
Commitment (and the related Extending U.S. RCF Commitments of the Extending U.S. RCF Lenders) has
(or have) terminated, the determination of such percentages shall be made immediately before giving
effect to such termination.




          “Extending U.S. RCF L/C Obligation Exposure”: at any time, the aggregate amount of
all U.S. RCF L/C Obligations at such time allocated to the Extending U.S. RCF Commitments in
accordance with subsection 3.1.




          “Extending U.S. RCF Lender”: each Lender which has an Extending U.S. RCF Commitment
(without giving effect to any termination of the Total Extending U.S. RCF Commitment if there is
any outstanding Extending U.S. RCF L/C Obligation Exposure) or which has any outstanding Extending
U.S. RCF Loans (or an Extending U.S. RCF Commitment Percentage in any then outstanding Extending
U.S. RCF L/C Obligation Exposure). Unless the context otherwise requires, each reference in this
Agreement to an Extending U.S. RCF Lender includes each Extending U.S. RCF Lender and shall include
references to any Affiliate of any such Lender which is acting as an Extending U.S. RCF Lender.




          “Extending U.S. RCF Loan”: as defined in subsection 2.1(a)(I).




31









 








          “Extension of Credit”: as to any Lender, the making of, or, in the case of subsection
2.4(d)(ii), participation in, a Loan by such Lender or the issuance of, or participation in, a
Letter of Credit by such Lender.




          “Facility”: each of the Commitments and the Extensions of Credit made thereunder.




          “Federal Funds Effective Rate”: as defined in the definition of the term
“ABR” in this subsection 1.1.




          “Financing Lease”: any lease of property, real or personal, the obligations of the
lessee in respect of which are required in accordance with GAAP to be capitalized on a balance
sheet of the lessee.




          “FIRREA”: the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as
amended from time to time.




          “First Lien Intercreditor Agreement”: shall mean the Intercreditor Agreement executed
by Holdings, Parent Borrower, RSC, each other U.S. Loan Party from time to time party thereto, the
U.S. Collateral Agent and the collateral agent under any First Lien Last Out Note Indenture,
substantially in the form of Exhibit N, as the same may be amended, supplemented, waived or
otherwise modified from time to time in accordance with the terms hereof and thereof.




          “First Lien Last Out Note Indenture”: each indenture governing the First Lien Last Out
Notes, among the Parent Borrower and RSC, as co-issuers, the guarantors from time to time party
thereto and the trustee thereunder, as the same may be amended, supplemented, waived or otherwise
modified from time to time in accordance the terms thereof and with subsection 8.13.




          “First Lien Last Out Note Documents”: each First Lien Last Out Note Indenture, the
First Lien Last Out Notes, the First Lien Last Out Security Documents and each other document or
agreement relating to the issuance of the First Lien Last Out Notes, as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with the terms thereof
and subsection 8.13.




          “First Lien Last Out Notes”: senior secured notes of the Parent Borrower and RSC
issued pursuant to any First Lien Last Out Note Indenture, as the same may be exchanged for
substantially similar senior secured notes that have been registered under the Securities Act or
that otherwise do not contain a restrictive legend, and as the same or such substantially similar
notes may be amended, supplemented, waived or otherwise modified from time to time in accordance
with the terms thereof and subsection 8.13.




          “First Lien Last Out Security Documents”: the collective reference to each security
agreement, pledge agreement, mortgage, deed of trust, collateral agreement, instrument or other
document granting or perfecting a Lien on any asset or assets of any Person to secure the
obligations and liabilities of the U.S. Loan Parties under the First Lien Last Out Note Documents.




32









 








          “first priority”: means, with respect to any Lien purported to be created in any
Collateral pursuant to any Security Document, that such Lien is the most senior Lien to which such
Collateral is subject (subject to Permitted Liens).




          “Fiscal Period”: means each fiscal month of Holdings and its Subsidiaries as
described on Schedule C.




          “Fiscal Year”: any period of twelve (12) consecutive months ending on December 31 of
any calendar year.




          “Foreign Pension Plan”: a registered pension plan which is subject to applicable
pension legislation other than ERISA or the Code, which the Parent Borrower or a Subsidiary
sponsors or maintains, or to which it makes or is obligated to make contributions.




          “Foreign Plan”: each Foreign Pension Plan, deferred compensation or other retirement
or superannuation plan, fund, program, agreement, commitment or arrangement whether oral or
written, funded or unfunded, sponsored, established, maintained or contributed to, or required to
be contributed to, or with respect to which any liability is borne, outside the United States of
America, by the Parent Borrower or any of its Subsidiaries, other than any such plan, fund,
program, agreement or arrangement sponsored by a Governmental Authority.




          “Foreign Subsidiary”: any Subsidiary of the Parent Borrower which is organized and
existing under the laws of any jurisdiction outside of the United States of America or that is a
Foreign Subsidiary Holdco. For the avoidance of doubt, any Subsidiary of the Parent Borrower which
is organized and existing under the laws of Puerto Rico shall be a Foreign Subsidiary.




          “Foreign Subsidiary Holdco”: any Subsidiary of the Parent Borrower, so long as such
Subsidiary has no material assets other than securities of one or more Foreign Subsidiaries and
Indebtedness issued by such Foreign Subsidiaries (or Subsidiaries thereof), and other assets
relating to an ownership interest in any such securities, Indebtedness or Subsidiaries.




          “GAAP”: with respect to subsection 4.4(c) and the covenants contained in subsections
8.1 and 8.2 and all defined terms relating thereto and the defined term “Company Material
Adverse Effect”, generally accepted accounting principles in the United States of America in
effect on the Closing Date, and, for all other purposes under this Agreement, generally accepted
accounting principles in the United States of America in effect from time to time.




          “GE”: General Electric Capital Corporation.




          “General Intangibles”: “general intangibles” (as such term is defined in
Article 9 of the UCC or (to the extent governed thereby) any similar provision of the PPSA),
including payment intangibles, contract rights, rights to payment, rights arising under common law,
statutes, or regulations, choses or things in action, goodwill, patents, trade names, trade
secrets, trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders, customer
lists, monies due or recoverable from pension funds, route lists, rights to payment and other
rights under any royalty or licensing agreements, infringement claims, computer programs,
information contained on computer disks or tapes, software, literature, reports, catalogs,
insurance premium



33









 






rebates, tax refunds, and tax refund claims, and any and all supporting obligations in respect
thereof, and any other personal property other than Accounts, Deposit Accounts, goods, Investment
Property, and Negotiable Collateral.




          “Goods”: goods as such term is defined in Article 9 of the UCC or (to the extent
governed thereby) any similar provision of the PPSA.




          “Governmental Authority”: any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, including the European Union.




          “Guarantee Obligation”: as to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including any bank under any
letter of credit) to induce the creation of which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in any manner, whether
directly or indirectly, including any such obligation of the guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any
such primary obligation or (B) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation
or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss
in respect thereof; provided, however, that the term Guarantee Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary course of business.
The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of
which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing
person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation,
unless such primary obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall
be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as
determined by the Parent Borrower in good faith.




          “Guaranteed Creditors”: each Administrative Agent, each Collateral Agent, each
Issuing Lender, the Lenders and each party (other than any Loan Party) party to an Interest Rate
Protection Agreement or Permitted Hedging Agreement to the extent such party constitutes a Secured
Party under the Security Documents.




          “Guarantor Obligations”: as defined in the U.S. Guarantee and Collateral Agreement as
though Holdings were a Guarantor thereunder.




          “Guarantors”: the collective reference to Holdings, the U.S. Borrowers (solely with
respect to the obligations of the Canadian Borrowers hereunder and under each other Loan Document)
and each Subsidiary of the Parent Borrower (other than (a) a Borrower, (b) any



34









 






Foreign Subsidiary (excluding any Canadian Subsidiary Guarantor) and (c) any Subsidiary of a
Foreign Subsidiary (excluding any Canadian Subsidiary Guarantor)), which is from time to time party
to the U.S. Guarantee and Collateral Agreement or the Canadian Guarantee Agreement, as applicable;
individually, a “Guarantor”.




          “Holdings”: as defined in the Preamble hereto.




          “Immaterial Subsidiary”: any Subsidiary that (i) had less than $5,000,000 of annual
revenues and less than $5,000,000 of assets and (ii) has been designated as such by the Parent
Borrower in a written notice delivered to the U.S. Administrative Agent (other than any such
Subsidiary as to which the Parent Borrower has revoked such designation by written notice to the
U.S. Administrative Agent); provided that at no time shall the Immaterial Subsidiaries so
designated by the Parent Borrower have annual revenues or assets in excess of $10,000,000 in the
aggregate.




          “Indebtedness”: of any Person at any date, (a) all indebtedness of such Person for
borrowed money or for the deferred purchase price of property or services (other than trade
liabilities incurred in the ordinary course of business and payable in accordance with customary
practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture
or similar instrument, (c) all obligations of such Person under Financing Leases, (d) all
obligations of such Person in respect of letters of credit, bankers’ acceptances or bank guarantees
issued or created for the account of such Person, (e) for purposes of subsection 8.2 and subsection
9(e) only, all obligations of such Person in respect of interest rate protection agreements,
interest rate futures, interest rate options, interest rate caps and any other interest rate hedge
arrangements and (f) all indebtedness or obligations of the types referred to in the preceding
clauses (a) through (e) to the extent secured by any Lien on any property owned by such Person even
though such Person has not assumed or otherwise become liable for the payment thereof.




          “Individual Extending Canadian RCF Lender Exposure”: of any Extending Canadian RCF
Lender, at any time, the sum of (a) the aggregate principal amount of all Extending Canadian RCF
Loans made by such Extending Canadian RCF Lender (using the Dollar Equivalent thereof in the case
of any such Extending Canadian RCF Loans denominated in Canadian Dollars) and then outstanding and
(b) such Extending Canadian RCF Lender’s Extending Canadian RCF Commitment Percentage multiplied by
the outstanding Extending Canadian RCF L/C Obligation Exposure (using the Dollar Equivalent thereof
in the case of Extending Canadian RCF L/C Obligation Exposure relating to Canadian RCF Letters of
Credit denominated in Canadian Dollars) at such time.




          “Individual Extending U.S. RCF Lender Exposure”: of any Extending U.S. RCF Lender, at
any time, the sum of (a) the aggregate principal amount of all Extending U.S. RCF Loans made by
such Extending U.S. RCF Lender and then outstanding, (b) such Extending U.S. RCF Lender’s Extending
U.S. RCF Commitment Percentage multiplied by the outstanding Extending U.S. RCF L/C Obligation
Exposure at such time and (c) such Extending U.S. RCF Lender’s Extending U.S. RCF Commitment
Percentage of the Swing Line Loans then outstanding.




35









 








          “Individual Lender Exposure”: of any RCF Lender, at any time, the sum of such
Lender’s (a) Individual Extending U.S. RCF Lender Exposure, (b) Individual Non-Extending U.S. RCF
Lender Exposure, (c) Individual Extending Canadian RCF Lender Exposure and (d) Individual
Non-Extending Canadian RCF Lender Exposure.




          “Individual Non-Extending Canadian RCF Lender Exposure”: of any Non-Extending Canadian
RCF Lender, at any time, the sum of (a) the aggregate principal amount of all Non-Extending
Canadian RCF Loans made by such Non-Extending Canadian RCF Lender (using the Dollar Equivalent
thereof in the case of any such Non-Extending Canadian RCF Loans denominated in Canadian Dollars)
and then outstanding and (b) such Non-Extending Canadian RCF Lender’s Non-Extending Canadian RCF
Commitment Percentage multiplied by the outstanding Non-Extending Canadian RCF L/C Obligation
Exposure (using the Dollar Equivalent thereof in the case of Non-Extending Canadian RCF L/C
Obligation Exposure relating to Canadian RCF Letters of Credit denominated in Canadian Dollars) at
such time.




          “Individual Non-Extending U.S. RCF Lender Exposure”: of any Non-Extending U.S. RCF
Lender, at any time, the sum of (a) the aggregate principal amount of all Non-Extending U.S. RCF
Loans made by such Non-Extending U.S. RCF Lender and then outstanding and (b) such Non-Extending
U.S. RCF Lender’s Non-Extending U.S. RCF Commitment Percentage multiplied by the outstanding
Non-Extending U.S. RCF L/C Obligation Exposure at such time.




          “Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.




          “Insolvent”: pertaining to a condition of Insolvency.




          “Intellectual Property”: all United States and foreign patents, patent applications,
trademarks, trademark applications, trade names, copyrights, technology, know-how and processes.




          “Intercreditor Agreement”: the Intercreditor Agreement dated as of the date hereof
among the U.S. Collateral Agent, the collateral agent under the Second-Lien Term Loan Credit
Agreement, and certain of the Loan Parties, as the same may be amended, modified and/or
supplemented from time to time in accordance with the terms thereof.




          “Interest Payment Date”: (a) as to any ABR Loan, the last day of each March, June,
September and December to occur while such Loan is outstanding, and the final maturity date of such
Loan, (b) as to any Eurocurrency Loan having an Interest Period of three (3) months or less, the
last day of such Interest Period and (c) as to any Eurocurrency Loan having an Interest Period
longer than three (3) months, (i) each day which is three (3) months, or a whole multiple thereof,
after the first day of such Interest Period and (ii) the last day of such Interest Period.




          “Interest Period”: with respect to any Eurocurrency Loan:





     (a) initially, the period commencing on the borrowing or conversion date, as the case
may be, with respect to such Eurocurrency Loan and ending one (1), two (2),



36









 







three (3) or six (6) months (or nine (9) or twelve (12) months, to the extent agreed to
by all Lenders of the respective Tranche of such Loan) thereafter, as selected by the
applicable Borrower in its notice of borrowing or notice of conversion, as the case may be,
given with respect thereto; and




     (b) thereafter, each period commencing on the last day of the next preceding Interest
Period applicable to such Eurocurrency Loan and ending one (1), two (2), three (3) or six
(6) months (or nine (9) or twelve (12) months, to the extent agreed to by all Lenders of the
respective Tranche of such Loan) thereafter, as selected by the applicable Borrower by
irrevocable notice to the U.S. Administrative Agent or the Canadian Administrative Agent, as
applicable, not less than three (3) Business Days prior to the last day of the then current
Interest Period with respect thereto;




provided that all of the foregoing provisions relating to Interest Periods are
subject to the following:




     (i) if any Interest Period would otherwise end on a day that is not a Business
Day, such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month in which event such Interest Period shall end on the
immediately preceding Business Day;




     (ii) any Interest Period that would otherwise extend beyond the respective RCF
Maturity Date for any Loans shall (for all purposes other than subsection 4.12) end
on the respective RCF Maturity Date for such Loans;




     (iii) any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last Business
Day of a calendar month; and




     (iv) the applicable Borrower shall select Interest Periods so as not to require
a scheduled payment of any Eurocurrency Loan during an Interest Period for such
Loan.



          “Interest Rate Protection Agreement”: any interest rate protection agreement,
interest rate future, interest rate option, interest rate cap or collar or other interest rate
hedge arrangement in form and substance, and for a term, reasonably satisfactory to the U.S.
Administrative Agent, to or under which the Parent Borrower or any of its Subsidiaries is or
becomes a party or a beneficiary.




          “Inventory”: inventory as such term is defined in Article 9 of the UCC or (to the
extent governed thereby) any similar provision of the PPSA.




          “Investment”: as defined in subsection 8.8.




          “Investment Company Act”: the Investment Company Act of 1940, as amended from time to
time.




37









 








          “Investment Property”: “investment property” (as such term is defined in
Article 9 of the UCC) or (to the extent governed thereby) the PPSA, and any and all supporting
obligations in respect thereof.




          “Investors”: as defined in the definition of “Recapitalization Agreement”.




          “Issuing Lender”: any Canadian RCF Issuing Lender and any U.S. RCF Issuing Lender.




          “JPMorgan”: J.P. Morgan Securities Inc., in its individual capacity, and any
successor corporation thereto by merger, consolidation or otherwise.




          “Judgment Conversion Date”: as defined in subsection 11.8.




          “Judgment Currency”: as defined in subsection 11.8.




          “L/C Fee Payment Date”: with respect to any Letter of Credit, the last day of each
March, June, September and December to occur after the date of issuance thereof to and including
the first such day to occur on or after the date of expiry thereof; provided that if any
L/C Fee Payment Date would otherwise occur on a day that is not a Business Day, such L/C Fee
Payment Date shall be the immediately preceding Business Day.




          “L/C Fees”: as defined in subsection 3.3.




          “L/C Obligations”: the U.S. RCF L/C Obligations and the Canadian RCF L/C Obligations.




          “L/C Participants”: the U.S. RCF L/C Participants and the Canadian RCF L/C
Participants.




          “L/C Request”: a letter of credit request in the form of Exhibit D attached
hereto or, in such other form as the respective Issuing Lender may specify from time to time,
requesting the Issuing Lender to issue a Letter of Credit.




          “Lead Arrangers”: DBSI, BOA, JPMorgan and Wells, as Joint Lead Arrangers and Joint
Bookrunners.




          “Lender Default”: (i) the wrongful refusal (which has not been retracted) of a Lender
or the failure of such Lender to make a Loan required to be made by it hereunder or to fund a
Mandatory RCF Loan Borrowing, Extending U.S. RCF Loan or a participation in outstanding Swing Line
Loans required to be made by it under subsection 2.4(c) or (d), as the case may be, or to fund its
portion of any unreimbursed payment under subsection 3.4(a), (ii) such Lender having become the
subject of a bankruptcy, insolvency or receivership proceeding or a takeover by a regulatory
authority, (iii) such Lender having notified any Borrower, the Administrative Agent, the Swing Line
Lender, any Issuing Lender and/or any Credit Party (x) that it does not intend to comply with its
obligations under subsections 2.1, 2.4(c), 2.4(d) or 3.4 in circumstances where such non-compliance
would constitute a breach of such Lender’s obligations under the respective subsection or (y) that
any of the events described in preceding




38









 







clause (ii) apply to such Lender, (iv) any Affiliate of such Lender that has “control” (within
the meaning provided in the definition of “Affiliate”) of such Lender having become the subject of
a bankruptcy, insolvency or receivership proceeding or a takeover by a regulatory authority, (v)
any previously cured “Lender Default” of such Lender under this Agreement, unless such Lender
Default has ceased to exist for a period of at least 90 consecutive days or (vi) any default by
such Lender with respect to its obligations under any other credit facility to which it is a party
which the Swing Line Lender, any Issuing Lender or the Administrative Agent believes in good faith
has occurred and is continuing.




          “Lenders”: the several banks and other financial institutions from time to time
parties to this Agreement together with, in each case, any affiliate of any such bank or financial
institution through which such bank or financial institution elects, by notice to the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, and the Borrowers, to
make any RCF Loans, Swing Line Loans or Letters of Credit available to any Borrower,
provided that for all purposes of voting or consenting with respect to (a) any amendment,
supplementation or modification of any Loan Document, (b) any waiver of any of the requirements of
any Loan Document or any Default or Event of Default and its consequences or (c) any other matter
as to which a Lender may vote or consent pursuant to subsection 11.1 hereof, the bank or financial
institution making such election shall be deemed the “Lender” rather than such affiliate,
which shall not be entitled to so vote or consent.




          “Letter of Credit Back-Stop Arrangements” as defined in subsection 3.10.




          “Letters of Credit” or “L/Cs”: the U.S. RCF Letters of Credit and the
Canadian RCF Letters of Credit.




          “Lien”: any mortgage, pledge, hypothecation, assignment, security deposit
arrangement, encumbrance, lien (statutory or other), charge or other security interest or any
preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title retention agreement
and any Financing Lease having substantially the same economic effect as any of the foregoing).




          “Liquidity Event”: the determination by the U.S. Administrative Agent that Available
RCF Commitments on any day are less than (A)(x) at all times prior to both the Non-Extending RCF
Maturity Date and the Extending RCF Commitment Increase Date, $140,000,000 and (y) at all times
after the Extending RCF Commitment Increase Date and prior to the Non-Extending RCF Maturity Date,
the greater of (i) $140,000,000 and (ii) 12.5% of the Total RCF Commitments on the Extending RCF
Commitment Increase Date (after giving effect thereto) and (B) at all times on or after the
Non-Extending RCF Maturity Date, 12.5% of the Total RCF Commitments on the Non-Extending RCF
Maturity Date (after giving effect to the termination of all Non-Extending RCF Commitments on such
date); provided that the U.S. Administrative Agent has notified the Parent Borrower
thereof; and provided, further, that if the occurrence of a Liquidity Event shall
be due solely to a fluctuation in currency exchange rates occurring within the two (2) Business Day
period immediately preceding such occurrence, and one or more of the Borrowers, within two (2)
Business Days following receipt of such notice from the U.S. Administrative Agent, repay Loans in
an amount such that the Available RCF Commitments following such payment exceed (A)(x) at all times
prior to both the Non-




39









 







Extending RCF Maturity Date and the Extending RCF Commitment Increase Date, $140,000,000 and
(y) at all times after the Extending RCF Commitment Increase Date and prior to the Non-Extending
RCF Maturity Date, the greater of (i) $140,000,000 and (ii) 12.5% of the Total RCF Commitments on
the Extending Commitment Increase Date (after giving effect thereto) and (B) at all times on or
after the Non-Extending RCF Maturity Date, 12.5% of the Total RCF Commitments on the Non-Extending
RCF Maturity Date (after giving effect to the termination of all Non-Extending RCF Commitments on
such date), a Liquidity Event shall be deemed not to have occurred. The occurrence of a Liquidity
Event shall be deemed continuing notwithstanding that the Available RCF Commitments may thereafter
exceed the applicable amount described in the preceding sentence unless and until the Available RCF
Commitments exceeds (A)(x) at all times prior to both the Non-Extending RCF Maturity Date and the
Extending RCF Commitment Increase Date, $140,000,000 and (y) at all times after the Extending RCF
Commitment Increase Date and prior to the Non-Extending RCF Maturity Date, the greater of (i)
$140,000,000 and (ii) 12.5% of the Total RCF Commitments on the Extending RCF Commitment Increase
Date (after giving effect therto) and (B) at all times on or after the Non-Extending RCF Maturity
Date, 12.5% of the Total RCF Commitments on the Non-Extending RCF Maturity Date (after giving
effect to the termination of all Non-Extending RCF Commitments on such date) for thirty (30)
consecutive days, in which event a Liquidity Event shall no longer be deemed to be continuing; and
provided, further, that a Liquidity Event that occurs prior to the Non-Extending
RCF Maturity Date shall not be cured pursuant to this sentence unless the Available RCF Commitments
exceed for thirty (30) consecutive days the applicable amount required pursuant to the preceding
sentence at the time such Liquidity Event occurred.




          “Loan”: a RCF Loan or a Swing Line Loan, as the context shall require; collectively,
the “Loans”.




          “Loan Documents”: this Agreement, any Notes, any B/A Instruments, the L/C Requests,
the Intercreditor Agreement, the First Lien Intercreditor Agreement, the U.S. Guarantee and
Collateral Agreement, the Canadian Guarantee Agreement, the Canadian Security Agreement, any other
Security Documents, any Additional Extending RCF Commitment Agreement and any Borrower Joinder
Agreement, each as amended, supplemented, waived or otherwise modified from time to time.




          “Loan Parties”: Holdings, each Borrower and each other Subsidiary of Holdings that is
a party to a Loan Document; individually, a “Loan Party”.




          “Management Investors”: the collective reference to the officers, directors,
employees and other members of the management of any Parent Entity, the Parent Borrower or any of
their Subsidiaries, or family members or relatives thereof or trusts for the benefit of any of the
foregoing, who at any particular date shall beneficially own or have the right to acquire, directly
or indirectly, common stock of Holdings or any Parent Entity.




          “Management Subscription Agreements”: one or more stock subscription, stock option,
grant or other agreements which have been or may be entered into between Holdings or any Parent
Entity and one or more Management Investors (or any of their heirs, successors, assigns, legal
representatives or estates), with respect to the issuance to and/or acquisition,



40









 






ownership and/or disposition by any of such parties of common stock of Holdings or any Parent
Entity, or options, warrants, units or other rights in respect of common stock of Holdings or any
Parent Entity, any agreements entered into from time to time by transferees of any such stock,
options, warrants or other rights in connection with the sale, transfer or reissuance thereof, and
any assumptions of any of the foregoing by third parties, as amended, supplemented, waived or
otherwise modified from time to time.




          “Mandatory RCF Loan Borrowing”: as defined in subsection 2.4(c).




          “Margin Regulations”: as defined in subsection 6.1(f).




          “Material Adverse Effect”: a material adverse effect on (a) the business, operations,
property or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole or
(b) the validity or enforceability as to any Loan Party party thereto of this Agreement or any of
the other Loan Documents or the rights or remedies of the Administrative Agents, the Collateral
Agents and the Lenders under the Loan Documents or with respect to the Collateral comprising the
Borrowing Base, in each case taken as a whole.




          “Material Subsidiaries”: Subsidiaries of Holdings constituting, individually or in
the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary”
in accordance with Rule 1-02 under Regulation S-X.




          “Materials of Environmental Concern”: any hazardous or toxic substances or materials
or wastes defined, listed, or regulated as such in or under, or which may give rise to liability
under, any applicable Environmental Law, including gasoline, petroleum (including crude oil or any
fraction thereof), petroleum products or by-products, asbestos, polychlorinated biphenyls and
urea-formaldehyde insulation.




          “Moody’s”: as defined in the definition of “Cash Equivalents” in this
subsection 1.1.




          “Mortgaged Properties”: any real property owned in fee by Holdings or any of its
Subsidiaries which is encumbered (or required to be encumbered) by a Mortgage pursuant to the terms
hereof.




          “Mortgages”: each of the mortgages, deeds of trust, deeds to secure debt and similar
security instruments, if any, executed and delivered by any Loan Party to either Administrative
Agent, substantially in a form reasonably satisfactory to the applicable Administrative Agent and
the Parent Borrower, as the same may be amended, supplemented, waived or otherwise modified from
time to time.




          “Multiemployer Plan”: a Plan which is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.




          “Negotiable Collateral”: letters of credit, letter of credit rights, instruments,
promissory notes, drafts, documents, and chattel paper (including electronic chattel paper and
tangible chattel paper), and any and all supporting obligations in respect thereof.




41









 








          “Net Cash Proceeds”: with respect to any Asset Sale (including any Sale and Leaseback
Transaction), any Recovery Event, or the issuance of any debt securities or any borrowings by
Holdings or any of its Subsidiaries, an amount equal to the gross proceeds in cash and Cash
Equivalents of such Asset Sale, Recovery Event, sale, issuance or borrowing, net of (a) reasonable
attorneys’ fees, accountants’ fees, brokerage, consultant and other customary fees, underwriting
commissions and other reasonable fees and expenses actually incurred in connection with such Asset
Sale, Recovery Event, sale, issuance or borrowing, (b) taxes paid or reasonably estimated to be
payable as a result thereof, (c) appropriate amounts provided or to be provided by Holdings or any
of its Subsidiaries as a reserve, in accordance with GAAP, with respect to any liabilities
associated with such Asset Sale or Recovery Event and retained by Holdings or any such Subsidiary
after such Asset Sale or Recovery Event and other appropriate amounts to be used by Holdings or any
of its Subsidiaries to discharge or pay on a current basis any other liabilities associated with
such Asset Sale or Recovery Event, (d) in the case of an Asset Sale, Recovery Event or Sale and
Leaseback Transaction of or involving an asset subject to a Lien securing any Indebtedness,
payments made and installment payments required to be made to repay such Indebtedness, including
payments in respect of principal, interest and prepayment premiums and penalties, (e) in the case
of any Asset Sale, Recovery Event or Sale and Leaseback Transaction of or involving an asset of any
Foreign Subsidiary that is not a Loan Party, any amount which may not be applied as provided in
subsection 4.4(b) pursuant to any applicable restrictions under the terms of any Indebtedness of
any Foreign Subsidiary that is not a Loan Party and (f) in the case of any Asset Sale, any portion
of the proceeds thereof attributable to the Disposition of revenue earning equipment as part of
such Asset Sale.




          “Net Orderly Liquidation Value”: the orderly liquidation value (net of costs and
expenses estimated to be incurred in connection with such liquidation) of the Loan Parties’ Rental
Fleet or Eligible Inventory, as the case may be, that is estimated to be recoverable in an orderly
liquidation of such Rental Fleet or Eligible Inventory, as the case may be, with such value to be
calculated based upon a percentage of the net book value thereof, such percentage to be as
determined from time to time by reference to the most recent appraisal completed by a qualified
third-party appraisal company (approved by the U.S. Administrative Agent in its Permitted
Discretion in consultation with the Parent Borrower) delivered to the U.S. Administrative Agent.




          “New York Process Agent”: as defined in subsection 11.13(b).




          “Non BA Lender”: a Lender that cannot or does not as a matter of policy issue
Bankers’ Acceptances.




          “Non-Canadian Affiliate”: an Affiliate or office of a Canadian RCF Lender or Canadian
RCF Issuing Lender that is an entity (or office thereof) as shall allow payments by any U.S.
Borrower or Canadian Finco made under this Agreement and any Notes with respect to any Extensions
of Credit made to such Borrower by such entity or office to be made without withholding of any
Non-Excluded Taxes.




          “Non-Consenting Lender”: as defined in subsection 11.1(d).




          “Non-Defaulting Lender”: Any Lender other than a Defaulting Lender.




42









 








          “Non-Excluded Taxes”: as defined in subsection 4.11(a).




          “Non-Extending Canadian RC Facility”: the revolving credit facility available to the
Canadian Borrowers, the U.S. Borrowers and Canadian Finco hereunder pursuant to subsection
2.1(b)(II).




          “Non-Extending Canadian RCF Commitment”: with respect to each Non-Extending Canadian
RCF Lender, the commitment of such Non-Extending Canadian RCF Lender hereunder to make Extensions
of Credit to the Borrowers in the amount set forth opposite its name on Schedule A hereto
and/or set forth in the Register from time to time, as the same may subsequently be reduced
pursuant to subsection 2.6.




          “Non-Extending Canadian RCF Commitment Percentage”: of any Non-Extending Canadian RCF
Lender at any time shall be that percentage which is equal to a fraction (expressed as a
percentage) the numerator of which is the Non-Extending Canadian RCF Commitment of such
Non-Extending Canadian RCF Lender at such time and the denominator of which is the Total
Non-Extending Canadian RCF Commitment at such time, provided that if any such determination
is to be made after the Total Non-Extending Canadian RCF Commitment (and the related Non-Extending
Canadian RCF Commitments of the Non-Extending Canadian RCF Lenders) has (or have) terminated, the
determination of such percentages shall be made immediately before giving effect to such
termination.




          “Non-Extending Canadian RCF Commitment Period”: the period from and including the
Closing Date to but not including the Non-Extending RCF Maturity Date, or such earlier date as the
Non-Extending Canadian RCF Commitments shall terminate as provided herein.




          “Non-Extending Canadian RCF L/C Obligation Exposure”: at any time, the aggregate
amount of all Canadian RCF L/C Obligations at such time allocated to the Non-Extending Canadian RCF
Commitments in accordance with subsection 3.1.




          “Non-Extending Canadian RCF Lender”: each Lender which has a Non-Extending Canadian
RCF Commitment (without giving effect to any termination of the Total Non-Extending Canadian RCF
Commitments if there is any outstanding Non-Extending Canadian RCF L/C Obligation Exposure) or
which has (or has any Non-Canadian Affiliate which has) any outstanding Non-Extending Canadian RCF
Loans (or a Non-Extending Canadian RCF Commitment Percentage in any then outstanding Non-Extending
Canadian RCF L/C Obligation Exposure). Unless the context otherwise requires, each reference in
this Agreement to a Non-Extending Canadian RCF Lender includes each Non-Extending Canadian RCF
Lender and shall include references to any Affiliate of any such Lender (including any Non-Canadian
Affiliate, if applicable) which is acting as a Non-Extending Canadian RCF Lender.




          “Non-Extending Canadian RCF Loan”: as defined in subsection 2.1(b)(II).




          “Non-Extending Commitment Fee Rate”: during the period from the Closing Date until
December 31, 2006, 0.250% per annum. Thereafter, the “Non-Extending Commitment Fee Rate”
will be as set forth on the Pricing Grid based upon the Average Non-



43









 






Extending RCF Loan Utilization calculated by the U.S. Administrative Agent for the respective
three-month period for each such period.




          “Non-Extending RCF Commitment”: as to any RCF Lender, its Non-Extending U.S. RCF
Commitment and its Non-Extending Canadian RCF Commitment.




          “Non-Extending RCF Lender”: each Non-Extending U.S. RCF Lender and each Non-Extending
Canadian RCF Lender.




          “Non-Extending RCF Loan”: each Non-Extending U.S. RCF Loan and each Non-Extending
Canadian RCF Loan.




          “Non-Extending RCF Maturity Date”: November 30, 2011.




          “Non-Extending U.S. RC Facility”: the revolving credit facility available to the U.S.
Borrowers hereunder pursuant to subsection 

2.1(a)(II).




          “Non-Extending U.S. RCF Commitment”: with respect to each Non-Extending U.S. RCF
Lender, the commitment of such Non-Extending U.S. RCF Lender hereunder to make Extensions of Credit
to the U.S. Borrowers in the amount set forth opposite its name on Schedule A hereto and/or
set forth in the Register from time to time, or as the same may subsequently be reduced pursuant to
subsection 2.6.




          “Non-Extending U.S. RCF Commitment Percentage”: of any Non-Extending U.S. RCF Lender
at any time shall be that percentage which is equal to a fraction (expressed as a percentage) the
numerator of which is the Non-Extending U.S. RCF Commitment of such Non-Extending U.S. RCF Lender
at such time and the denominator of which is the Total Non- Extending U.S. RCF Commitment at such
time, provided that if any such determination is to be made after the Total Non-Extending
U.S. RCF Commitment (and the related Non-Extending U.S. RCF Commitments of the Non-Extending U.S.
RCF Lenders) has (or have) terminated, the determination of such percentages shall be made
immediately before giving effect to such termination.




          “Non-Extending U.S. RCF Commitment Period”: the period from and including the Closing
Date to but not including the Non-Extending RCF Maturity Date, or such earlier date as the
Non-Extending U.S. RCF Commitments shall terminate as provided herein.




          “Non-Extending U.S. RCF L/C Obligation Exposure”: at any time, the aggregate amount
of all U.S. RCF L/C Obligations at such time allocated to the Non-Extending U.S. RCF Commitments in
accordance with subsection 3.1.




          “Non-Extending U.S. RCF Lender”: each Lender which has a Non-Extending U.S. RCF
Commitment (without giving effect to any termination of the Total Non-Extending U.S. RCF
Commitments if there is any outstanding Non-Extending U.S. RCF L/C Obligation Exposure) or which
has any outstanding Non-Extending U.S. RCF Loans (or a Non-Extending U.S. RCF Commitment Percentage
in any then outstanding Non-Extending U.S. RCF L/C Obligation Exposure). Unless the context
otherwise requires, each reference in this Agreement to a Non-Extending U.S. RCF Lender includes
each Non-Extending U.S. RCF Lender and shall
include references to any Affiliate of any such Lender which is acting as a Non-Extending U.S.
RCF Lender.




44









 








          “Non-Extending U.S. RCF Loan”: as defined in subsection 2.1(a)(II).




          “Non-Guarantor Subsidiary”: any Subsidiary of the Parent Borrower that is neither a
Borrower nor a Subsidiary Guarantor.




          “Notes”: the collective reference to the RCF Notes and the Swing Line Note.




          “Oak Hill”: Oak Hill Capital Partners II, L.P.




          “Obligation Currency”: as defined in subsection 11.8(a).




          “Obligations”: all obligations (including guaranty obligations) of every nature of
each Loan Party from time to time owed to the Agents (including former Agents), the Lenders or any
of them, under any Loan Document, whether for principal, premium, interest (including interest
accruing after the filing of a petition in bankruptcy or a similar proceeding with respect to such
Loan Party), fees, expenses, indemnification (including, without limitation, pursuant to subsection
11.5) or otherwise.




          “Obligor”: any purchaser of goods or services or other Person obligated to make
payment to the Parent Borrower or any of its Subsidiaries (other than any Subsidiary that is not a
Loan Party) in respect of a purchase of such goods or services.




          “Original Credit Agreement”: that certain Credit Agreement dated as of November 27,
2006, as amended on June 26, 2009, by and between Holdings, Parent Borrower, RSC, RSC Canada, U.S.
Administrative Agent, Canadian Administrative Agent and the several banks and other financial
institutions party thereto.




          “Parent Borrower”: as defined in the Preamble hereto.




          “Parent Entity”: Holdings and any other company that (at the time it is designated a
Parent Entity by the Parent Borrower) is a Subsidiary of either of the Sponsors or their respective
Sponsor Affiliates (or, if the Sponsors’ and their respective Sponsor Affiliates’ equity interests
were aggregated, that would be a Subsidiary of such Persons acting together) of which Holdings is a
Subsidiary.




          “Parent Entity Expenses”: expenses, taxes and other amounts incurred or payable by
any Parent Entity in respect of which the Parent Borrower is permitted to make dividends and other
payments pursuant to subsection 8.7.




          “Participant”: as defined in subsection 11.6(c).




          “Payment Conditions”: at any time of determination, means that (a) no Default or
Event of Default then exists or would arise as a result of making the subject Specified Payment,
(b) the Available RCF Commitments are no less than (A)(x) at all times prior to both the
Non-Extending RCF Maturity Date and the Extending RCF Commitment Increase Date,




45









 







$200,000,000 and (y) at all times after the Extending RCF Commitment Increase Date and prior
to the Non-Extending RCF Maturity Date, the greater of (i) $200,000,000 and (ii) 17.5% of the Total
RCF Commitments on the Extending RCF Commitment Increase Date (after giving effect thereto) and (B)
at all times on or after the Non-Extending RCF Maturity Date, 17.5% of the Total RCF Commitments on
the Non-Extending RCF Maturity Date (after giving effect to the termination of all Non-Extending
RCF Commitments on such date), (c) immediately after giving effect to the making of such Specified
Payment, the Parent Borrower is in compliance with the covenants set forth in subsections 8.1(a)
and 8.1(b) as of the end of the most recently ended four fiscal quarter period for which financial
statements have been or are required to be delivered pursuant to subsection 7.1(a) or 7.1(b) after
giving pro forma effect to such Specified Payment as if such Specified Payment (if applicable to
such calculation) had been made as of the first day of such period, whether or not such covenants
are otherwise then applicable to the Parent Borrower under such subsections at such time and (d) if
the aggregate amount of Specified Payments is greater than $50,000,000 (after giving effect to the
then proposed Specified Payment) in the 30-day period preceding (and including) the date of the
proposed payment, at least one (1) Business Day prior to making the proposed Specified Payment or
any further Specified Payments, the Borrowers shall have delivered projections to the U.S.
Administrative Agent reasonably satisfactory to the U.S. Administrative Agent demonstrating that
the projected average Available RCF Commitments on the last day of each fiscal month during the
six-month period immediately succeeding any such Specified Payment (as determined in good faith by
the Parent Borrower and certified by a Responsible Officer) shall be no less than the amount
specified in clause (b) of this definition that is applicable to the type of Specified Payment that
is proposed to be made, provided that if the aggregate amount of Specified Payments is
greater than $50,000,000 (after giving effect to the then proposed Specified Payment) in the 30-day
period preceding (and including) the date of the proposed payment, prior to making the proposed
Specified Payment or any further Specified Payments, the Parent Borrower shall have delivered to
the Administrative Agent one (1) Business Day prior to the proposed action a certificate executed
by a Responsible Officer certifying compliance with the requirements of this clauses (a), (b) and
(c) of this definition, and containing the calculations (in reasonable detail) required by
preceding clause (b) and (c) hereof.




          “Payment Office”: the office of the U.S. Administrative Agent located at 60 Wall
Street, New York, NY 10005 or such other office as the U.S. Administrative Agent may hereafter
designate in writing as such to the other parties hereto; provided that in the case of all
payments of principal and interest and/or other amounts owing with respect to Canadian RCF Loans or
Canadian RCF Letters of Credit, “Payment Office” shall mean the office of the Canadian
Administrative Agent located at 199 Bay Street, Suite 4700 Commerce Court West, Box 263, Toronto,
Ontario, Canada M5L.




          “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A
of Title IV of ERISA (or any successor thereto).




          “Permitted Cure Securities”: common equity securities of Holdings or any Parent
Entity, or other equity securities of Holdings or any Parent Entity that do not constitute
Disqualified Capital Stock.




46









 








          “Permitted Discretion”: the commercially reasonable judgment of the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, exercised in good faith
in accordance with customary business practices for comparable asset-based lending transactions, as
to any factor which such Agent reasonably determines: (a) will or reasonably could be expected to
adversely affect in any material respect the value of any Eligible Rental Fleet, Eligible Accounts,
Eligible Unbilled Accounts or Eligible Inventory, the enforceability or priority of the applicable
Agent’s Liens thereon or the amount which any Agent, the Lenders or any Issuing Lender would be
likely to receive (after giving consideration to delays in payment and costs of enforcement) in the
liquidation of such Eligible Rental Fleet, Eligible Accounts, Eligible Unbilled Accounts or
Eligible Inventory or (b) is evidence that any collateral report or financial information delivered
to such Agent by any Person on behalf of the applicable Borrower is incomplete, inaccurate or
misleading in any material respect. In exercising such judgment, such Agent may consider, without
duplication, such factors already included in or tested by the definition of Eligible Rental Fleet,
Eligible Accounts, Eligible Unbilled Accounts or Eligible Inventory, as well as any of the
following: (i) changes after the Closing Date in any material respect in demand for, pricing of,
or product mix of Rental Fleet; (ii) changes after the Closing Date in any material respect in any
concentration of risk with respect to Accounts; and (iii) any other factors arising after the
Closing Date that change in any material respect the credit risk of lending to the Borrowers on the
security of the Eligible Rental Fleet, Eligible Accounts, Eligible Unbilled Accounts or Eligible
Inventory.




          “Permitted Hedging Arrangement”: as defined in subsection 8.17.




          “Permitted Holders”: (a) any of Ripplewood, Oak Hill and any of their respective
Affiliates; (b) any investment fund or vehicle managed, sponsored or advised by Ripplewood, Oak
Hill or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or
vehicle; (c) for purposes of the definition of “Change of Control” only, any Equity
Investor (other than those described in clauses (a) and (b) above) and the Management Investors;
provided that any Voting Stock of Holdings or any other Parent Entity, as applicable, held
by such Equity Investors and Management Investors (taken together) in excess of 15% of the total
voting power of all outstanding Voting Stock of Holdings or the applicable Parent Entity shall be
deemed not to be held by a Permitted Holder for the purposes of determining whether a Change of
Control has occurred; and (d) any Person while acting in the capacity of an underwriter in
connection with a public or private offering of Capital Stock of Holdings or any other Parent
Entity, in the case of preceding clauses (a) and (b), other than any of either Sponsor’s portfolio
companies or any entity controlled by any such portfolio company.




          “Permitted Liens”: as defined in subsection 8.3.




          “Person”: an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.




          “Plan”: at a particular time, any employee benefit plan which is covered by ERISA and
in respect of which Holdings or a Commonly Controlled Entity is an “employer” as defined in Section
3(5) of ERISA.




47









 








          “PPSA”: the Personal Property Security Act (Alberta) (or any successor statute) or
similar legislation of any other Canadian jurisdiction, including the Civil Code of Québec, the
laws of which are required by such legislation to be applied in connection with the issue,
perfection, enforcement, opposability, validity or effect of security interests.




          “Pricing Grid”: (a) with respect to (i) Extending RCF Loans and Swing Line Loans:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable	 	 
	 	 	Applicable	 	 	 	 	 	Margin for	 	 
	 	 	Margin for	 	Applicable	 	Extending RCF	 	 
	 	 	Extending RCF	 	Margin for	 	Loans	 	 
	 	 	Loans	 	Extending RCF	 	Maintained as	 	 
	 	 	Maintained as	 	Loans	 	Eurocurrency	 	 
	 	 	ABR Rate	 	Maintained as	 	Loans and	 	 
	 	 	ABR Loans	 	Canadian	 	Bankers’	 	Applicable
	Consolidated	 	and Swing Line	 	Prime Rate	 	Acceptance	 	Margin for BA
	Leverage Ratio	 	Loans	 	ABR Loans	 	Loans	 	Fees
	Greater than or
equal to 4.50:1.00
	 	 	2.75	%	 	 	2.75	%	 	 	3.75	%	 	 	3.75	%
	Greater than or
equal to 3.25:1.00
but less than
4.50:1.00
	 	 	2.50	%	 	 	2.50	%	 	 	3.50	%	 	 	3.50	%
	Less than 3.25:1.00
	 	 	2.25	%	 	 	2.25	%	 	 	3.25	%	 	 	3.25	%






          ; and (ii) Non-Extending RCF Loans:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable	 	 
	 	 	 	 	 	 	 	 	 	 	Margin for	 	 
	 	 	 	 	 	 	Applicable	 	Non-Extending	 	 
	 	 	Applicable	 	Margin for	 	RCF Loans	 	 
	 	 	Margin for	 	Non-Extending	 	Maintained as	 	 
	 	 	Non-Extending	 	RCF Loans	 	Eurocurrency	 	 
	 	 	RCF Loans	 	Maintained as	 	Loans and	 	 
	 	 	Maintained as	 	Canadian	 	Bankers’	 	Applicable
	Consolidated	 	ABR Rate	 	Prime Rate	 	Acceptance	 	Margin for BA
	Leverage Ratio	 	ABR Loans	 	ABR Loans	 	Loans	 	Fees
	Greater than or
equal to 4.50:1.00
	 	 	1.00	%	 	 	1.00	%	 	 	2.00	%	 	 	2.00	%






48









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable	 	 
	 	 	 	 	 	 	 	 	 	 	Margin for	 	 
	 	 	 	 	 	 	Applicable	 	Non-Extending	 	 
	 	 	Applicable	 	Margin for	 	RCF Loans	 	 
	 	 	Margin for	 	Non-Extending	 	Maintained as	 	 
	 	 	Non-Extending	 	RCF Loans	 	Eurocurrency	 	 
	 	 	RCF Loans	 	Maintained as	 	Loans and	 	 
	 	 	Maintained as	 	Canadian	 	Bankers’	 	Applicable
	Consolidated	 	ABR Rate	 	Prime Rate	 	Acceptance	 	Margin for BA
	Leverage Ratio	 	ABR Loans	 	ABR Loans	 	Loans	 	Fees
	Greater than or
equal to 3.25:1.00
but less than
4.50:1.00
	 	 	0.75	%	 	 	0.75	%	 	 	1.75	%	 	 	1.75	%
	Less than 3.25:1.00
	 	 	0.50	%	 	 	0.50	%	 	 	1.50	%	 	 	1.50	%






          Each determination of the Consolidated Leverage Ratio pursuant to the Pricing Grid shall be
made in a manner consistent with the determination thereof pursuant to subsection 8.1;




          (b) with respect to Extending RCF Commitments:




	 	 	 	 	 
	 	 	Applicable Extending
	Average Extending RCF Loan	 	Commitment
	Utilization	 	Fee Rate
	Equal to or Greater than 50%

	 	 	0.50	%
	Less than 50%

	 	 	0.75	%






          ; and (c) with respect to Non-Extending RCF Commitments:




	 	 	 	 	 
	 	 	Applicable Non-Extending
	Average Non-Extending RCF	 	Commitment
	Loan Utilization	 	Fee Rate
	Equal to or Greater than 50%

	 	 	0.250	%
	Less than 50%

	 	 	0.375	%






          “Prime Rate”: as defined in the definition of the term “ABR” in this
subsection 1.1.




49









 








          “Qualified Canadian Subsidiary Guarantor”: each Canadian Subsidiary Guarantor that is
a Wholly Owned Subsidiary of the Parent Borrower.




          “Qualified Loan Parties”: each U.S. Borrower, each Canadian Borrower and each
Qualified Subsidiary Guarantor, but in any event shall not include Canadian Finco.




          “Qualified Subsidiary Guarantor”: each Qualified U.S. Subsidiary Guarantor and each
Qualified Canadian Subsidiary Guarantor.




          “Qualified U.S. Subsidiary Guarantor”: each U.S. Subsidiary Guarantor that is a
Wholly Owned Subsidiary of the Parent Borrower.




          “RCF Commitment Period”: the period from the Closing Date until the date the RCF
Commitments terminate hereunder.




          “RCF Commitments”: as to any RCF Lender, the sum of all of its U.S. RCF Commitments
and its Canadian RCF Commitments. The original amount of the aggregate RCF Commitments of the RCF
Lenders on the Closing Date was $1,450,000,000. The aggregate RCF Commitments of the RCF Lenders
on the Restatement Effective Date (after giving effect to the transactions contemplated by the
Second Amendment and this Agreement on such date) is $1,100,000,000.




          “RCF Lender”: any Lender having an RCF Commitment hereunder and/or a RCF Loan
outstanding hereunder.




          “RCF Loan”: each Extending U.S. RCF Loan, each Non-Extending U.S. RCF Loan, each
Extending Canadian RCF Loan and each Non-Extending Canadian RCF Loan.




          “RCF Maturity Date”: with respect to the relevant Tranche, the Extending RCF Maturity
Date or the Non-Extending RCF Maturity Date, as the case may be.




          “RCF Note”: as defined in subsection 2.1(e).




          “Recapitalization”: the acquisition by the Investors of approximately 85% of the
outstanding Capital Stock of ACNA pursuant to the Recapitalization Agreement.




          “Recapitalization Agreement”: Recapitalization Agreement, dated as of October 6, 2006
(as the same may be amended, modified and/or supplemented from time to time in accordance with the
terms thereof), among Atlas Copco AB and Atlas Copco Finance S.à.r.l., as the sellers, RSC
Acquisition, LLC, a Delaware limited liability company, RSC Acquisition II, LLC, a Delaware limited
liability company, OHCP II RSC, LLC, a Delaware limited liability company, OHCMP II RSC, LLC, a
Delaware limited liability company, and OHCP II RSC COI, LLC, a Delaware limited liability company,
as the investors (collectively, the “Investors”), and ACNA.




          “Recapitalization Documents”: the Recapitalization Agreement and each other document
or agreement relating to the Recapitalization as the same may be amended, modified and/or
supplemented from time to time in accordance with the terms hereof and thereof.




50









 








          “Recapitalized Business”: RSC and RSC Canada.




          “Recovery Event”: any settlement of or payment in respect of any property or casualty
insurance claim or any condemnation proceeding relating to any asset of Holdings or any of its
Subsidiaries giving rise to Net Cash Proceeds to Holdings or such Subsidiary, as the case may be,
in excess of $10,000,000, to the extent that such settlement or payment does not constitute
reimbursement or compensation for amounts previously paid by Holdings or any of its Subsidiaries in
respect of such casualty or condemnation.




          “Refinance”: with respect to any then outstanding Indebtedness, the issuance of
Indebtedness issued or given in exchange for, or the proceeds of which are used to, extend,
refinance, renew, replace, substitute or refund such theretofore outstanding Indebtedness.




          “Refunded Swing Line Loans”: as defined in subsection 4.2(c).




          “Register”: as defined in subsection 11.6(b)(iv).




          “Regulation S-X”: Regulation S-X promulgated by the Securities and Exchange
Commission, as in effect on the Closing Date.




          “Regulation T”: Regulation T of the Board as in effect from time to time.




          “Regulation U”: Regulation U of the Board as in effect from time to time.




          “Regulation X”: Regulation X of the Board as in effect from time to time.




          “Reimbursement Obligations”: the obligation of the applicable Borrower to reimburse
the applicable Issuing Lender pursuant to subsection 3.5(a) for amounts drawn under the applicable
Letters of Credit.




          “Reinvested Amount”: with respect to any Asset Sale permitted by subsection 8.6(h) or
Recovery Event, that portion of the Net Cash Proceeds thereof (which portion shall not exceed, with
respect to any Asset Sale occurring on or after the Closing Date (but not any Recovery Event),
$125,000,000 minus the aggregate Reinvested Amounts with respect to all such Asset Sales on
or after the Closing Date) as shall, according to a certificate of a Responsible Officer of the
Parent Borrower delivered to the U.S. Administrative Agent within thirty (30) days of such Asset
Sale or Recovery Event, be reinvested in the business of the Parent Borrower and its Subsidiaries
in a manner consistent with the requirements of subsection 8.16 and the other provisions hereof
within one-hundred and eighty (180) days of the receipt of such Net Cash Proceeds with respect to
any such Asset Sale or Recovery Event or, if such reinvestment is in a project authorized by the
board of directors of RSC or any Parent Entity that will take longer than such one-hundred and
eighty (180) days to complete, the period of time necessary to complete such project;
provided that (a) if any such certificate of a Responsible Officer is not delivered to the
U.S. Administrative Agent on the date of such Asset Sale or Recovery Event, subject to the terms of
the Intercreditor Agreement and the First Lien Intercreditor Agreement, any Net Cash Proceeds of
such Asset Sale or Recovery Event shall be immediately (i) deposited in a cash collateral account
established at the applicable Administrative Agent to be held as collateral in favor of such
Administrative Agent for the



51









 






benefit of the applicable Lenders on terms reasonably satisfactory to the U.S. Administrative Agent or the Canadian Administrative
Agent, as applicable, and shall remain on deposit in such cash collateral account until such
certificate of a Responsible Officer is delivered to the U.S. Administrative Agent or (ii) used to
make a prepayment of the RCF Loans in accordance with subsection 4.4(a); provided that,
notwithstanding anything in this Agreement to the contrary, (a) no Borrower may request any
Extension of Credit under the U.S. RCF Commitments or Canadian RCF Commitments that would reduce
the aggregate amount of the Available U.S. RCF Commitments or Available Canadian RCF Commitments,
respectively, to an amount that is less than the amount of any such prepayment until such
certificate of a Responsible Officer is delivered to the U.S. Administrative Agent and (b) any Net
Cash Proceeds not so reinvested by the date required pursuant to the terms of this definition shall
be utilized on such day to prepay the Loans pursuant to subsection 4.4(b).




          “Related Taxes”: (x) any taxes, charges or assessments, including but not limited to
sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise,
license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes,
charges or assessments (other than federal, state or local taxes measured by income and federal,
state or local withholding imposed by any government or other taxing authority on payments made by
Holdings or any Parent Entity other than to Holdings or another Parent Entity), required to be paid
by Holdings or any Parent Entity by virtue of its being incorporated or having Capital Stock
outstanding (but not by virtue of owning stock or other equity interests of any corporation or
other entity other than the Parent Borrower, any of its Subsidiaries, Holdings or any Parent
Entity), or being a holding company parent of the Parent Borrower, any of its Subsidiaries,
Holdings or any Parent Entity or receiving dividends from or other distributions in respect of the
Capital Stock of the Parent Borrower, any of its Subsidiaries, Holdings or any Parent Entity, or
having guaranteed any obligations of the Parent Borrower or any Subsidiary thereof, or having made
any payment in respect of any of the items for which the Parent Borrower or any of its Subsidiaries
is permitted to make payments to Holdings or any Parent Entity pursuant to subsection 8.7, or
acquiring, developing, maintaining, owning, prosecuting, protecting or defending its Intellectual
Property and associated rights (including but not limited to receiving or paying royalties for the
use thereof) relating to the business or businesses of the Parent Borrower or any Subsidiary
thereof, (y) any taxes as to which ACNA has a right to indemnification pursuant to the
Recapitalization Agreement but fails to receive payment of such indemnification owed after diligent
efforts to collect such amounts, and any taxes attributable to (i) ACNA’s receipt of, entitlement
to, or obligation to make any payment required or contemplated by the Recapitalization Agreement
and the exhibits thereto (including the Indemnification Agreement (as defined in the
Recapitalization Agreement)) or (ii) the issuance by ACNA of a Seller Note or (z) any other
federal, state, foreign, provincial or local taxes measured by income for which Holdings or any
Parent Entity is liable up to an amount not to exceed, with respect to federal taxes, the amount of
any such taxes that the Parent Borrower and its Subsidiaries would have been required to pay on a
separate company basis, or on a consolidated basis as if the Parent Borrower had filed a
consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Code or an
analogous provision of state, local or foreign law) of which it was the common parent, or with
respect to state and local taxes, the amount of any such taxes that the Parent Borrower and its
Subsidiaries would have been required to pay on a separate company basis, or on a combined basis as
if the Parent Borrower had filed a combined return on behalf of an affiliated group consisting only
of the Parent Borrower and its Subsidiaries.




52









 








          “Rental Fleet”: all Equipment owned by or leased to the Parent Borrower or a
Subsidiary of a Parent Borrower.




          “Reorganization”: with respect to any Multiemployer Plan, the condition that such
plan is in reorganization within the meaning of Section 4241 of ERISA.




          “Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other
than those events as to which the thirty (30) day notice period is waived under subsections .22,
        .23, .25, .27 or .28 of PBGC Reg. § 4043 or any successor regulation thereto.




          “Required Lenders”: (i) at any time prior to the termination of the Non-Extending RCF
Commitments and payment in full of the related Non-Extending RCF Loans and all Reimbursement
Obligations in respect of Non-Extending U.S. RCF L/C Obligation Exposure and Non-Extending Canadian
RCF L/C Obligation Exposure, the Non-Defaulting Lenders, the sum of whose outstanding principal
amount of RCF Commitments (or after the termination thereof, the total Individual Lender Exposures)
as of the respective date of determination represent greater than 50% of the sum of all RCF
Commitments of all Non-Defaulting Lenders at such time (or, after the termination thereof, the
total Individual Lender Exposures of all Non-Defaulting Lenders at such time) and (ii) thereafter,
the Non-Defaulting Lenders, the sum of whose outstanding principal amount of Extending RCF
Commitments (or after the termination thereof, the total Individual U.S. Extending RCF Lender
Exposures and Individual Canadian Extending RCF Lender Exposures) as of any date of determination
represent greater than 50% of the sum of all RCF Commitments of all Non-Defaulting Lenders at such
time (or, after the termination thereof, the total Individual U.S. Extending RCF Lender Exposures
and Individual Canadian Extending RCF Lender Exposures of all Non-Defaulting Lenders at such time).




          “Requirement of Law”: as to any Person, the certificate of incorporation and by-laws
or other organizational or governing documents of such Person, and any law, statute, ordinance,
code, decree, treaty, rule or regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person or any of its
material property or to which such Person or any of its material property is subject, including
laws, ordinances and regulations pertaining to zoning, occupancy and subdivision of real
properties; provided that the foregoing shall not apply to any non-binding recommendation
of any Governmental Authority.




          “Responsible Officer”: as to any Person, any of the following officers of such
Person: (a) the chief executive officer or the president of such Person or, with respect to
financial matters, the chief financial officer, the treasurer or the controller of such Person, (b)
any vice president of such Person or, with respect to financial matters, any assistant treasurer or
assistant controller of such Person, who has been designated in writing to the U.S. Administrative
Agent as a Responsible Officer by the chief executive officer or president of such Person or, with
respect to financial matters, such chief financial officer of such Person, (c) with respect to
subsection 7.7 and without limiting the foregoing, the general counsel of such Person




53









 







and (d) with
respect to ERISA matters, the senior vice president — human resources (or substantial equivalent)
of such Person.




          “Restatement Effective Date”: the Second Amendment Effective Date as defined in the
Second Amendment.




          “Ripplewood”: Ripplewood Partners II, L.P.




          “RSC”: as defined in the Preamble hereto.




          “RSC Canada”: as defined in the Preamble hereto.




          “RSC LLC I”: RSC Holdings I, LLC, a Delaware limited liability company.




          “S&P”: as defined in the definition of the term “Cash Equivalents” in this
subsection 1.1.




          “Sale and Leaseback Real Properties”: as defined in subsection 8.11.




          “Sale and Leaseback Transaction”: as defined in subsection 8.11.




          “Schedule I Lender”: a Lender which is a Canadian chartered bank listed on
Schedule I of the Bank Act (Canada).




          “Second Amendment”: the Second Amendment, dated as of July 30, 2009, among Holdings,
the Parent Borrower, RSC, RSC Canada, the Lenders party thereto, the U.S. Administrative Agent and
the Canadian Administrative Agent.




          “Second-Lien Obligations”: all “Obligations” as defined in the Second-Lien
Term Loan Credit Agreement, as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with subsection 8.13, or replaced from time to time in accordance
with subsection 8.13.




          “Second-Lien Term Loans”: the second-lien term loans incurred by the Parent Borrower
and RSC under the Second-Lien Term Loan Credit Agreement, and as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with subsection 8.13, or
refinanced or replaced from time to time in accordance with subsection 8.13.




          “Second-Lien Term Loan Credit Agreement”: the Second-Lien Term Loan Agreement, dated
as of the date hereof, among Holdings, the Parent Borrower, RSC, the other borrowers party thereto,
the several lenders from time to time thereto, DBNY, as Administrative Agent and Collateral Agent,
Citicorp North America, Inc., as Syndication Agent, and GE, as Senior Managing Agent and
Documentation Agent, as the same may be amended, supplemented, waived or otherwise modified from
time to time in accordance with subsection 8.13.




          “Second-Lien Term Loan Documents”: the “Loan Documents” as defined in the
Second-Lien Term Loan Credit Agreement, as the same may be amended, supplemented, waived




54









 







or
otherwise modified from time to time in accordance with subsection 8.13, or replaced from time to
time in accordance with subsection 8.13.




          “Secured Parties”: the reference to the Canadian Secured Parties, the U.S. Secured
Parties, or the collective reference thereto, as applicable.




          “Securities Act”: the Securities Act of 1933, as amended from time to time.




          “Security Documents”: the collective reference to the Canadian Security Documents and
the U.S. Security Documents provided, that any cash collateral or other agreements entered
into pursuant to the Back-Stop Arrangements shall constitute “Security Documents” solely for
purposes of (x) subsections 5.4 and 8.3(l) and (y) the term “Loan Documents” as used in subsections
5.5, 8.2(a), 8.15 and 11.5.




          “Seller”: Atlas Copco AB, a company organized under the laws of Sweden and Atlas
Copco Finance S.à.r.l., a company organized under the laws of Luxembourg.




          “Seller Note”: collectively, one or more promissory notes issued by ACNA (or an
Affiliate of ACNA other than a Loan Party or a Subsidiary of a Loan Party) pursuant to the terms of
the Recapitalization Agreement.




          “Senior Note Documents”: the Senior Note Indenture, the Senior Notes and each other
document or agreement relating to the issuance of the Senior Notes, as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with the terms thereof
and subsection 8.13.




          “Senior Note Indenture”: the Indenture governing the Senior Notes, dated November 27,
2006, among the Parent Borrower and RSC, as Co-Issuers, the Subsidiary Guarantors from time to time
party thereto and Wells Fargo Bank, National Association, as Trustee, as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance the terms thereof and
with subsection 8.13.




          “Senior Notes”: 9.5% Senior Notes due 2014 of the Parent Borrower and RSC issued on
the date hereof, as the same may be exchanged for substantially similar unsecured senior notes,
that have been registered under the Securities Act, and as the same or such substantially similar
notes may be amended, supplemented, waived or otherwise modified from time to time in accordance
with the terms thereof and subsection 8.13.




          “Set”: the collective reference to Eurocurrency Loans or Bankers’ Acceptances, as the
case may be, of a single Tranche, the then current Interest Periods with respect to all of which
begin on the same date and end on the same later date (whether or not such Loans shall originally
have been made on the same day).




          “Single Employer Plan”: any Plan which is covered by Title IV of ERISA, but which is
not a Multiemployer Plan.




          “Solvent” and “Solvency”: with respect to any Person on a particular date,
the condition that, on such date, (a) the fair value of the
property of such Person is greater than the




55









 







total amount of liabilities, including contingent liabilities, of such Person, (b) the present
fair salable value of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (c)
such
Person does not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person’s ability to pay as such debts and liabilities mature and (d) such Person is not
engaged in business or a transaction, and is not about to engage in business or a transaction, for
which such Person’s property would constitute an unreasonably small amount of capital.




          “Specified Equity Contribution”: any cash equity contribution made to any Parent
Entity in exchange for Permitted Cure Securities; provided (a)(i) such cash equity
contribution to any Parent Entity and (ii) the contribution of any proceeds therefrom to the Parent
Borrower, occur (x) after the Closing Date and (y) on or prior to the date that is ten (10) days
after the date on which financial statements are required to be delivered for a fiscal quarter (or
year); (b) the Parent Borrower identifies such equity contribution as a “Specified Equity
Contribution”; (c) in each four fiscal quarter period, there shall exist a period of at least
two consecutive quarters in respect of which no Specified Equity Contribution shall have been made;
and (d) the amount of any Specified Equity Contribution included in the calculation of EBITDA
hereunder shall be limited to the amount required to effect compliance with subsection 8.1 hereof.




          “Specified Payment”: (i) any consideration paid to any Person who is not a Loan Party
in connection with any merger, consolidation or amalgamation permitted pursuant to subsection
8.5(a), (ii) the fair market value of any assets subject to any sale, lease, transfer or other
disposition of any or all of the assets (upon voluntary liquidation or otherwise) of any Subsidiary
of Holdings permitted pursuant to subsection 8.5(b) (solely to the extent such sale, lease transfer
or other disposition is conducted with a Person who is not a Loan Party or a Subsidiary thereof),
(iii) any dividend payment pursuant to subsection 8.7(i), (iv) any Investment pursuant to
subsection 8.8(n), (v) any acquisition pursuant to subsection 8.9(c) and (vi) any payment,
repurchase or redemption pursuant to subsection 8.13(a).




          “Sponsor Affiliate”: any Affiliate of any Sponsor other than any of such Sponsor’s
portfolio companies or any entity controlled by any such portfolio company.




          “Sponsors”: Oak Hill and Ripplewood.




          “Spot Rate of Exchange”: (i) with respect to Canadian Dollars (except as provided in
clause (ii) below), at any date of determination thereof, the spot rate of exchange in London that
appears on the display page applicable to Canadian Dollars on the Telerate System (or such other
page as may replace such page for the purpose of displaying the spot rate of exchange in London),
provided that if there shall at any time no longer exist such a page, the spot rate of
exchange shall be determined by reference to another similar rate publishing service selected by
the U.S. Administrative Agent and, if no such similar rate publishing service is available, by
reference to the published rate of the U.S. Administrative Agent in effect at such date for similar
commercial transactions or (ii) with respect to any Letters of Credit denominated in Canadian
Dollars (x) for the purposes of determining the Dollar Equivalent of L/C Obligations and for the
calculation of L/C Fees and related commissions, the spot rate of exchange quoted in the Wall
Street Journal on the first Business Day of each month (or, if same does not provide



56









 






rates, by such
other means reasonably satisfactory to the U.S. Administrative Agent and the Parent Borrower) and
(y) for the purpose of determining the Dollar Equivalent of any Letter of Credit with respect to
(A) a demand for payment of any drawing under such Letter of Credit (or
any portion thereof) to any L/C Participants pursuant to subsection 3.4(a) or (B) a notice
from any Issuing Lender for reimbursement of the Dollar Equivalent of any drawing (or any portion
thereof) under such Letter of Credit by the Parent Borrower pursuant to subsection 3.5(a), the
market spot rate of exchange quoted by the U.S. Administrative Agent on the date of such drawing or
notice, as applicable.




          “Standby Letter of Credit”: as defined in subsection 3.1(a).




          “Subsidiary”: as to any Person, a corporation, partnership, limited liability company
or other entity (a) of which shares of stock or other ownership interests having ordinary voting
power (other than such stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership, limited liability company or other entity are at the time owned by
such Person, or (b) the management of which is otherwise controlled, directly or indirectly through
one or more intermediaries, or both, by such Person and, in the case of this clause (b), which is
treated as a consolidated subsidiary for accounting purposes. Unless otherwise qualified, all
references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to
a Subsidiary or Subsidiaries of the Parent Borrower.




          “Subsidiary Guarantor”: each U.S. Subsidiary Guarantor and each Canadian Subsidiary
Guarantor.




          “Supermajority Lenders”: (i) at any time prior to the termination of the
Non-Extending RCF Commitments and payment in full of the related Non-Extending RCF Loans and all
Reimbursement Obligations in respect of Non-Extending U.S. RCF L/C Obligation Exposure and
Non-Extending Canadian RCF L/C Obligation Exposure, Non-Defaulting Lenders the sum of whose
outstanding RCF Commitments (or after the termination thereof, the total Individual Lender
Exposures) as of the respective date of determination represent at least 66 2/3% of the sum of all
RCF Commitments of all Non-Defaulting Lenders at such time (or, after the termination thereof, the
total Individual Lender Exposures of all Non-Defaulting Lenders at such time and (ii) thereafter,
Non-Defaulting Lenders the sum of whose outstanding Extending RCF Commitments (or after the
termination thereof, the total Individual U.S. Extending RCF Lender Exposures and Individual
Canadian Extending RCF Lender Exposures) as of the respective date of determination represent at
least 66 2/3% of the sum of all Extending RCF Commitments of all Non-Defaulting Lenders at such
time (or after the termination thereof, the total Individual U.S. Extending RCF Lender Exposures
and Individual Canadian Extending RCF Lender Exposures of all Non-Defaulting Lenders at such time).




          “Swing Line Back-Stop Arrangements” as defined in subsection 2.4(a)(ii).




          “Swing Line Commitment”: the Swing Line Lender’s obligation to make Swing Line Loans
pursuant to subsection 2.4.





57









 








          “Swing Line Lender”: DBNY, in its capacity as provider of the Swing Line Loans.




          “Swing Line Loan Participation Certificate”: a certificate in substantially the form
of Exhibit B.




          “Swing Line Loans”: as defined in subsection 2.4(a).




          “Swing Line Note”: as defined in subsection 2.4(b).




          “Syndication Agent”: as defined in the Preamble hereto.




          “Tax Sharing Agreement”: that certain Tax Sharing Agreement, dated as of the date
hereof, among ACNA, RSC LLC I, Holdings, the Parent Borrower and RSC, as the same may be amended,
modified and/or supplemented from time to time in accordance with the terms hereof and thereof.




          “Taxes”: as defined in subsection 4.11(a).




          “Total Borrowing Base”: as the date of any determination, the sum of the U.S.
Borrowing Base and the Canadian Borrowing Base.




          “Total Canadian RCF Commitment”: at any time, the sum of the Canadian RCF Commitments
of all of the Canadian Lenders at such time. The Total Canadian RCF Commitment as of the
Restatement Effective Date (after giving effect to the transactions contemplated by the Second
Amendment and this Agreement on such date) is $54,863,623.97.




          “Total Commitment”: at any time, the sum of the Commitments of each of the Lenders at
such time.




          “Total Extending Canadian RCF Commitment”: at any time, the sum of the Extending
Canadian RCF Commitments of all of the Extending Canadian RCF Lenders at such time. As of the
Restatement Effective Date (after giving effect to the transactions contemplated by the Second
Amendment and this Agreement on such date), the Total Extending Canadian RCF Commitment is
$43,620,689.67.




          “Total Extending U.S. RCF Commitment”: at any time, the sum of the Extending U.S. RCF
Commitments of all of the Extending U.S. RCF Lenders at such time. As of the Restatement Effective
Date (after giving effect to the transactions contemplated by the Second Amendment and this
Agreement on such date), the Total Extending U.S. RCF Commitment is $775,627,179.31.




          “Total Non-Extending Canadian RCF Commitment”: at any time, the sum of the
Non-Extending Canadian RCF Commitments of all the Non-Extending Canadian RCF Lenders at such time.
As of the Restatement Effective Date (after giving effect to the transactions contemplated by the
Second Amendment and this Agreement on such date), the Total Non-Extending Canadian RCF Commitment
is $11,242,934.31.





58









 








          “Total Non-Extending U.S. RCF Commitment”: at any time, the sum of the Non-Extending
U.S. RCF Commitments of all the Non-Extending U.S. RCF Lenders at such time. As of the Restatement
Effective Date (after giving effect to the transactions contemplated by the Second Amendment and
this Agreement on such date), the Total Non-Extending U.S. RCF Commitment is $269,509,196.72.




          “Total RCF Commitment”: at any time, the sum of the Total U.S. RCF Commitment and the
Total Canadian RCF Commitment at such time.




          “Total U.S. RCF Commitment”: at any time, the sum of the U.S. RCF Commitments of all
of the U.S. RCF Lenders at such time. The Total U.S. RCF Commitment as of the Restatement
Effective Date (after giving effect to the transactions contemplated by the Second Amendment and
this Agreement on such date) is $1,045,136,376.03.




          “Tranche”: the respective facility and commitments utilized in making Loans
hereunder, with there being five Tranches on the Restatement Effective Date; namely, Extending U.S.
RCF Loans, Non-Extending U.S. RCF Loans, Extending Canadian RCF Loans, Non-Extending Canadian RCF
Loans and Swing Line Loans.




          “Transaction”: collectively, (i) the entering into of the Loan Documents and the
incurrence of Loans on the Closing Date, (ii) the consummation of the Recapitalization, (iii) the
issuance of the Senior Notes on the Closing Date, (iv) the incurrence of the Second-Lien Term Loans
on the Closing Date and (v) the payment of all fees and expenses in connection with the foregoing.




          “Transaction Documents”: (i) the Loan Documents, (ii) the Recapitalization Documents,
(iii) the Senior Note Documents and (iv) the Second-Lien Term Loan Documents.




          “Transferee”: any Participant or Assignee.




          “Type”: the type of Loan determined based on the currency in which the same is
denominated, and the interest option applicable thereto, with there being multiple Types of Loans
hereunder, namely ABR Loans and Eurocurrency Loans.




          “UCC”: the Uniform Commercial Code as in effect in the State of New York from time to
time.




          “Underfunding”: the excess of the present value of all accrued benefits under a Plan
(based on those assumptions used to fund such Plan), determined as of the most recent annual
valuation date, over the value of the assets of such Plan allocable to such accrued benefits.




          “Uniform Customs”: the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500, or its replacement as issued by
the International Chamber of Commerce.




          “Unpaid Drawing”: any Canadian Borrower Unpaid Drawing and any U.S. Borrower Unpaid
Drawing.




59









 








          “Unpaid Supplier Reserve”: at any time, with respect to the Canadian Borrowers, the
amount equal to the percentage applicable to inventory in the calculation of the Canadian Borrowing
Base multiplied by the aggregate value of the Eligible Inventory which the Canadian Administrative
Agent, acting reasonably and in good faith, considers is or may be subject to a right of a supplier
to repossess goods pursuant to Section 81.1 of the Bankruptcy and Insolvency 
Act (Canada) or any other laws of Canada or any other applicable jurisdiction granting
revendication or similar rights to unpaid suppliers, in each case, where such supplier’s right
ranks or is capable of ranking in priority to or pari passu with one or more of the
Liens granted in the Security Documents.




          “Unutilized Extending RCF Commitment”: with respect to any Extending RCF Lender at
any time, an amount equal to the remainder of (x) such Extending RCF Lender’s Extending RCF
Commitment as in effect at such time less (y) the sum of such Extending RCF Lender’s
Individual Extending U.S. RCF Lender Exposure and Individual Extending Canadian RCF Lender Exposure
at such time (excluding any amounts attributable to Swing Line Loans).




          “Unutilized Non-Extending RCF Commitment”: with respect to any Non-Extending RCF
Lender at any time, an amount equal to the remainder of (x) such Non-Extending RCF Lender’s
Non-Extending RCF Commitment as in effect at such time less (y) the sum of such
Non-Extending RCF Lender’s Individual Non-Extending U.S. RCF Lender Exposure and Individual
Non-Extending Canadian RCF Lender Exposure at such time.




          “U.S. Administrative Agent”: as defined in the Preamble hereto and shall include any
successor to the U.S. Administrative Agent appointed pursuant to subsection 10.10.




          “U.S. Blocked Account”: as defined in subsection 4.16(c).




          “U.S. Borrower Unpaid Drawing”: drawings on U.S. RCF Letters of Credit that have not
been reimbursed by the applicable U.S. Borrower.




          “U.S. Borrowers”: the Parent Borrower, RSC and each other entity that becomes a
Borrower pursuant to subsection 7.9(b) and which is incorporated or organized in the United States
or any state or territory thereof or the District of Columbia.




          “U.S. Borrowing Base”: as of any date of determination, the result of:





     (a) 85% of the amount of Eligible U.S. Accounts, plus




     (b) 85% of the amount of Eligible Unbilled Accounts owned by the U.S. Loan Parties (not
to exceed 50% of the amount calculated under clause (a) above), plus




     (c) (i) 50% of the amount of the Value of Eligible U.S. Inventory, or (ii) if the
amount calculated pursuant to preceding clause (i) is greater than 5.0% of the U.S.
Borrowing Base, the lesser of (A) the amount calculated pursuant to preceding clause (i) and
(B) 85% of the Net Orderly Liquidation Value of Eligible U.S. Inventory, plus




     (d) the lesser of



60









 






     (i) 95% times the net book value of the Eligible U.S. Rental Fleet, and




     (ii) 85% times the Net Orderly Liquidation Value of Eligible U.S. Rental Fleet,
minus




     (e) the amount of all Availability Reserves related to the U.S. RC Facilities,
minus




     (f) the U.S. Borrowers’ and the Qualified U.S. Subsidiary Guarantors’ exposure under
Interest Rate Protection Agreements and Permitted Hedging Arrangements, as reasonably
determined by the U.S. Administrative Agent, (x) based on the mark-to-market value(s) for
such Interest Rate Protection Agreements and Permitted Hedging Agreements (determined based
upon one or more mid-market or other readily available quotations provided by any recognized
dealer in such Interest Rate Protection Agreements and Permitted Hedging Agreements) or (y)
at the U.S. Administrative Agent’s sole discretion, in another manner acceptable to the
Parent Borrower.



          “U.S. Collateral Agent”: as defined in the Recitals hereto.




          “U.S. Extender of Credit”: as defined in subsection 4.11(b).




          “U.S. Guarantee and Collateral Agreement”: the U.S. Guarantee and Collateral
Agreement delivered to the U.S. Collateral Agent as of the date hereof, substantially in the form
of Exhibit G-2, as the same may be amended, supplemented, waived or otherwise modified from
time to time.




          “U.S. Loan Parties”: the U.S. Borrowers and each U.S. Subsidiary Guarantor




          “U.S. Mortgaged Property”: each Real Property located in the United States or any
State or territory thereof with respect to which a Mortgage is required to be delivered pursuant to
the terms of this Agreement.




          “U.S. RC Facility”: the Extending U.S. RC Facility and the Non-Extending U.S. RC
Facility, as the case may be.




          “U.S. RCF Commitment”: as to any U.S. RCF Lender, its Extending U.S. RCF Commitment
(if any) and its Non-Extending U.S. RCF Commitment (if any).




          “U.S. RCF Commitment Percentage”: of any U.S. RCF Lender at any time shall be that
percentage which is equal to a fraction (expressed as a percentage) the numerator of which is the
sum of all U.S. RCF Commitments of such U.S. RCF Lender at such time and the denominator of which
is the Total U.S. RCF Commitment at such time, provided that if any such determination is
to be made after the Total U.S. RCF Commitment (and the related U.S. RCF Commitments of the
Lenders) has (or have) terminated in full, the determination of such percentages shall be made
immediately before giving effect to such termination.




          “U.S. RCF Issuing Lender”: as the context may require, (i) DBNY or (ii) any U.S. RCF
Lender, which at the request of the Parent Borrower and with the consent of the U.S.




61









 







Administrative
Agent (such consent not to be unreasonably withheld or delayed), agrees, in such U.S. RCF Lender’s
sole discretion, to also become a U.S. RCF Issuing Lender for the purpose of issuing U.S. RCF
Letters of Credit.




          “U.S. RCF L/C Obligations”: at any time, an amount equal to the sum of (a) the
aggregate then undrawn and unexpired amount of the then outstanding U.S. RCF Letters of Credit and
(b) the aggregate amount of drawings under U.S. RCF Letters of Credit which have not then been
reimbursed pursuant to subsection 3.5(a).




          “U.S. RCF L/C Participants”: the U.S. RCF Lenders.




          “U.S. RCF Lender”: each Extending U.S. RCF Lender and each Non-Extending U.S. RCF
Lender.




          “U.S. RCF Letters of Credit”: Letters of Credit issued by the U.S. RCF Issuing Lender
to, or for the account of the U.S. Borrowers, pursuant to subsection 3.1.




          “U.S. RCF Loan”: each Extending U.S. RCF Loan and each Non-Extending U.S. RCF Loan.




          “U.S. Rental Fleet”: the Rental Fleet located in the United States of America or the
District of Columbia.




          “U.S. Secured Parties”: the “Secured Parties” as defined in the U.S.
Guarantee and Collateral Agreement.




          “U.S. Security Documents”: the collective reference to each Mortgage related to any
U.S. Mortgaged Property, the U.S. Guarantee and Collateral Agreement and all other similar security
documents hereafter delivered to the U.S. Collateral Agent granting or perfecting a Lien on any
asset or assets of any Person to secure the obligations and liabilities of the U.S. Loan Parties
hereunder and/or under any of the other Loan Documents or to secure any guarantee of any such
obligations and liabilities, including any security documents executed and delivered or caused to
be delivered to the U.S. Collateral Agent pursuant to subsection 7.9(a), 7.9(b) or 7.9(c), in each
case, as amended, supplemented, waived or otherwise modified from time to time.




          “U.S. Subsidiaries Guaranty”: the guaranty of the obligations of the Borrowers under
the Loan Documents provided pursuant to the U.S. Guarantee and Collateral Agreement.




          “U.S. Subsidiary Guarantor”: each Domestic Subsidiary of the Parent Borrower which
executes and delivers a U.S. Subsidiary Guaranty, in each case, unless and until such time as the
respective U.S. Subsidiary Guarantor ceases to constitute a Domestic Subsidiary of the Parent
Borrower or is released from all of its obligations under the U.S. Subsidiaries Guaranty in
accordance with terms and provisions thereof.




          “U.S. Tax Compliance Certificate”: as defined in subsection 4.11(b)(Y)(ii).




62









 








          “Value”: with reference to the value of Inventory, value determined on the basis of
the lower of cost or market of such Inventory, with the cost thereof calculated on a first-in,
first-out basis, determined in accordance with GAAP.




          “Voting Stock”: shares of Capital Stock entitled to vote generally in the election of
directors.




          “Weighted Average Life to Maturity”: when applied to any Indebtedness at any date,
the number of years obtained by dividing (i) the then outstanding principal amount of such
Indebtedness into (ii) the product obtained by multiplying (x) the amount of each then remaining
installment or other required scheduled payments of principal, including payment at final maturity,
in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment.




          “Wholly Owned Subsidiary”: as to any Person, any Subsidiary of such Person of which
such Person owns, directly or indirectly through one or more Wholly Owned Subsidiaries, all of the
Capital Stock of such Subsidiary other than directors qualifying shares or shares held by nominees.




          “Wells”: Wells Fargo Bank, N.A., in its individual capacity, and any successor
corporation thereto by merger, consolidation or otherwise.




          1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings provided herein when used in any Notes,
any other Loan Document or any certificate or other document made or delivered pursuant hereto or
thereto.




          (b) As used herein and in any Notes and any other Loan Document, and any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms relating to Holdings and
its Subsidiaries not defined in subsection 1.1 and accounting terms partly defined in subsection
1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.




          (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified. The words “include”, “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”.




          (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          Section 2. Amount and Terms of Commitments.




          2.1 RCF Commitments. (a) (I) Subject to and upon the terms and conditions set forth
herein, each Lender with an Extending U.S. RCF Commitment severally agrees to make, at any time
during the Extending U.S. RCF Commitment Period, revolving loans to the U.S. Borrowers (on a joint
and several basis as between the U.S. Borrowers) (each an




63









 







“Extending U.S. RCF Loan” and,
collectively, the “Extending U.S. RCF Loans”), which Extending U.S. RCF Loans:





     (i) shall be denominated in Dollars;




     (ii) shall, at the option of the U.S. Borrowers, be incurred and maintained as, and/or
converted into, ABR Loans or Eurocurrency Loans, provided that, except as
otherwise specifically provided in subsection 4.9 and subsection 4.10, all Extending
U.S. RCF Loans comprising the same Borrowing shall at all times be of the same Type;




     (iii) may be repaid and reborrowed in accordance with the provisions hereof;




     (iv) shall not be made (and shall not be required to be made) by any Extending U.S. RCF
Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds
thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding
pursuant to this Agreement) would cause the Individual Extending U.S. RCF Lender Exposure of
such Extending U.S. RCF Lender to exceed the amount of its Extending U.S. RCF Commitment at
such time;




     (v) shall not be made (and shall not be required to be made) by any Extending U.S. RCF
Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds
thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding
pursuant to this Agreement) would cause the Aggregate Extending U.S. RCF Lender Exposure to
exceed the Total Extending U.S. RCF Commitment as then in effect;




     (vi) shall not be made (and shall not be required to be made) by any Extending U.S. RCF
Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds
thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding
pursuant to this Agreement) would cause the Aggregate Extending U.S. RCF Lender Exposure to
exceed the difference of (I) the U.S. Borrowing Base at such time (based on the Borrowing
Base Certificate last delivered) minus (II) the sum of (A) the aggregate unpaid
balance of Extensions of Credit to, or for the account of, the U.S. Borrowers under the
Non-Extending U.S. RC Facility plus (B) the aggregate unpaid balance of Extensions
of Credit to, or for the account of, the U.S. Borrowers pursuant to the Canadian RC
Facilities plus (C) the excess of the unpaid balance of Extensions of Credit to, or
for the account of, the Canadian Borrowers over the Canadian Borrowing Base plus (D)
the aggregate unpaid balance of Extensions of Credit to, or for the account of, Canadian
Finco; and




     (vii) shall not be made (and shall not be required to be made) by any Extending U.S.
RCF Lender to the extent any such Extending U.S. RCF Loans to be made on any date,
individually or in the aggregate, exceed the then Available Extending U.S. RCF Commitments.



          (II) Subject to and upon the terms and conditions set forth herein, each Lender with a
Non-Extending U.S. RCF Commitment severally agrees to make, at any time during the Non-Extending
U.S. RCF Commitment Period, revolving loans to the U.S. Borrowers (on a joint




64









 







and several basis as
between the U.S. Borrowers) (each a “Non-Extending U.S. RCF Loan” and, collectively, the
“Non-Extending U.S. RCF Loans”), which Non-Extending U.S. RCF Loans:





     (i) shall be denominated in Dollars;




     (ii) shall, at the option of the U.S. Borrowers, be incurred and maintained as, and/or
converted into, ABR Loans or Eurocurrency Loans, provided that, except as
otherwise specifically provided in subsection 4.9 and subsection 4.10, all
Non-Extending U.S. RCF Loans comprising the same Borrowing shall at all times be of the same
Type;




     (iii) may be repaid and reborrowed in accordance with the provisions hereof;




     (iv) shall not be made (and shall not be required to be made) by any Non-Extending U.S.
RCF Lender to the extent the incurrence thereof (after giving effect to the use of the
proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore
outstanding pursuant to this Agreement) would cause the Individual Non-Extending U.S. RCF
Lender Exposure of such Non-Extending U.S. RCF Lender to exceed the amount of its
Non-Extending U.S. RCF Commitment at such time;




     (v) shall not be made (and shall not be required to be made) by any Non-Extending U.S.
RCF Lender to the extent the incurrence thereof (after giving effect to the use of the
proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore
outstanding pursuant to this Agreement) would cause the Aggregate Non-Extending U.S. RCF
Lender Exposure to exceed the Total Non-Extending U.S. RCF Commitment as then in effect;




     (vi) shall not be made (and shall not be required to be made) by any Non-Extending U.S.
RCF Lender to the extent the incurrence thereof (after giving effect to the use of the
proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore
outstanding pursuant to this Agreement) would cause the Aggregate Non-Extending U.S. RCF
Lender Exposure to exceed the difference of (I) the U.S. Borrowing Base at such time (based
on the Borrowing Base Certificate last delivered) minus (II) the sum of (A) the
aggregate unpaid balance of Extensions of Credit to, or for the account of, the U.S.
Borrowers under the Extending U.S. RC Facility plus (B) the aggregate unpaid balance
of Extensions of Credit to, or for the account of, the U.S. Borrowers pursuant to the
Canadian RC Facilities plus (C) the excess of the unpaid balance of Extensions of
Credit to, or for the account of, the Canadian Borrowers over the Canadian Borrowing Base
plus (D) the aggregate unpaid balance of Extensions of Credit to, or for the account
of, Canadian Finco; and




     (vii) shall not be made (and shall not be required to be made) by any Non-Extending
U.S. RCF Lender to the extent any such Non-Extending U.S. RCF Loans to be made on any date,
individually or in the aggregate, exceed the then Available Non-Extending U.S. RCF
Commitments.



     (b) (I) Subject to and upon the terms and conditions set forth herein, each Extending Canadian
RCF Lender severally agrees to make (including through a Non-Canadian Affiliate in the case of
Extending RCF Loans to the U.S. Borrowers or Canadian Finco), at any time and from time to time
during the Extending Canadian RCF Commitment Period, (i) revolving loans and Bankers’ Acceptance
Loans to the Canadian Borrowers (on a joint and



65









 




several basis as between the Canadian Borrowers
with respect to such loans and Bankers’ Acceptance Loans made to the Canadian Borrowers), (ii)
revolving loans to the U.S. Borrowers (on a joint and several basis as between the U.S. Borrowers
with respect to such Extending RCF Loans made to the U.S. Borrowers) and (iii) from and after the
date Canadian Finco executes a Borrower Joinder Agreement, revolving loans to Canadian Finco (each
of the foregoing
revolving loans and Bankers’ Acceptance Loans, an “Extending Canadian RCF Loan” and,
collectively, the “Extending Canadian RCF Loans”); which Extending Canadian RCF Loans:





     (i) in the case of Extending Canadian RCF Loans made to the Canadian Borrowers, shall
be denominated in Canadian Dollars and in the case of Extending Canadian RCF Loans made to
the U.S. Borrowers or to Canadian Finco, shall be denominated in U.S. Dollars;




     (ii) shall, in the case of Extending Canadian RCF Loans made to the Canadian Borrowers,
at the option of the Canadian Borrowers, be incurred and maintained as, and/or converted
into, ABR Loans or Bankers’ Acceptance Loans and, in the case of Extending Canadian RCF
Loans made to the U.S. Borrowers or to Canadian Finco, at the option of the U.S. Borrowers,
be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans,
provided in each case that, except as otherwise specifically provided in subsection 4.9 and
subsection 4.10, all Extending Canadian RCF Loans comprising the same Borrowing shall at all
times be of the same Type;




     (iii) may be repaid and reborrowed in accordance with the provisions hereof;




     (iv) shall not be made (and shall not be required to be made) by any Extending Canadian
RCF Lender to the extent the incurrence thereof (after giving effect to the use of the
proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore
outstanding pursuant to this Agreement) would cause the Individual Extending Canadian RCF
Lender Exposure of such Extending Canadian RCF Lender to exceed the amount of its Extending
Canadian RCF Commitment at such time;




     (v) shall not be made (and shall not be required to be made) by any Extending Canadian
RCF Lender to the extent the incurrence thereof (after giving effect to the use of the
proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore
outstanding pursuant to this Agreement) would cause (x) the Aggregate Extending Canadian RCF
Lender Exposure to exceed the Total Extending Canadian RCF Commitments as then in effect or
(y) the Aggregate Canadian RCF Lender Exposure to exceed the sum of (A) the Canadian
Borrowing Base at such time plus (B) the U.S. Borrowing Base (in each case, based on
the Borrowing Base Certificate last delivered);




     (vi) shall not be made (and shall not be required to be made) by any Extending Canadian
RCF Lender (including through any Non-Canadian Affiliate of any Extending Canadian RCF
Lender) to the extent any such Extending Canadian RCF Loans to be made on any date,
individually or in the aggregate, exceed the then Available Extending Canadian RCF
Commitments;



66









 






     (vii) shall not be made (and shall not be required to be made) to any U.S. Borrower to
the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on
the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to
this Agreement) would cause the aggregate unpaid balance of Extensions of Credit to, or for
the account of, any U.S. Borrower to exceed the difference of (x) the U.S. Borrowing Base at
such time (based on the Borrowing Base Certificate
last delivered) minus (y) the excess of the unpaid balance of Extensions of
Credit to, or for the account of, the Canadian Borrowers over the Canadian Borrowing Base at
such time (based on the Borrowing Base Certificate last delivered) minus (z) the
aggregate amount of unpaid Extensions of Credit to, or for the account of, the Canadian
Finco; and




     (viii) shall not be made (and shall not be required to be made) to Canadian Finco to
the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on
the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to
this Agreement) would cause the aggregate unpaid balance of Extensions of Credit to, or for
the account of, Canadian Finco to exceed the difference of (x) the U.S. Borrowing Base at
such time (based on the Borrowing Base Certificate last delivered) minus (y) the
excess of the unpaid balance of Extensions of Credit to, or for the account of, the Canadian
Borrowers over the Canadian Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered) minus (z) the aggregate amount of Extensions of Credit
to, or for the account of, the U.S. Borrowers.



          (II) Subject to and upon the terms and conditions set forth herein, each Non-Extending
Canadian RCF Lender severally agrees to make (including through a Non-Canadian Affiliate in the
case of Non-Extending RCF Loans to the U.S. Borrowers or Canadian Finco), at any time and from time
to time during the Non-Extending Canadian RCF Commitment Period, (i) revolving loans and Bankers’
Acceptance Loans to the Canadian Borrowers (on a joint and several basis as between the Canadian
Borrowers with respect to such loans and Bankers’ Acceptance Loans made to the Canadian Borrowers),
(ii) revolving loans to the U.S. Borrowers (on a joint and several basis as between the U.S.
Borrowers with respect to such Non-Extending RCF Loans made to the U.S. Borrowers) and (iii) from
and after the date Canadian Finco executes a Borrower Joinder Agreement, revolving loans to
Canadian Finco (each of the foregoing revolving loans and Bankers’ Acceptance Loans, a
“Non-Extending Canadian RCF Loan” and, collectively, the “Non-Extending Canadian RCF
Loans”); which Non-Extending Canadian RCF Loans:





     (i) in the case of Non-Extending Canadian RCF Loans made to the Canadian Borrowers,
shall be denominated in Canadian Dollars and in the case of Non-Extending Canadian RCF Loans
made to the U.S. Borrowers or to Canadian Finco, shall be denominated in U.S. Dollars;




     (ii) shall, in the case of Non-Extending Canadian RCF Loans made to the Canadian
Borrowers, at the option of the Canadian Borrowers, be incurred and maintained as, and/or
converted into, ABR Loans or Bankers’ Acceptance Loans and, in the case of Non-Extending
Canadian RCF Loans made to the U.S. Borrowers or to Canadian Finco, at the option of the
U.S. Borrowers, be incurred and maintained as, and/or converted into, ABR Loans or
Eurocurrency Loans, provided in each case that,



67









 







except as otherwise specifically provided in
subsection 4.9 and subsection 4.10, all Non-Extending Canadian RCF Loans comprising the same
Borrowing shall at all times be of the same Type;




     (iii) may be repaid and reborrowed in accordance with the provisions hereof;




     (iv) shall not be made (and shall not be required to be made) by any Non-Extending
Canadian RCF Lender to the extent the incurrence thereof (after giving effect to the use of
the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore
outstanding pursuant to this Agreement) would cause the Individual Non-Extending Canadian
RCF Lender Exposure of such Non-Extending Canadian RCF Lender to exceed the amount of its
Non-Extending Canadian RCF Commitment at such time;




     (v) shall not be made (and shall not be required to be made) by any Non-Extending
Canadian RCF Lender to the extent the incurrence thereof (after giving effect to the use of
the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore
outstanding pursuant to this Agreement) would cause (x) the Aggregate Non-Extending Canadian
RCF Lender Exposure to exceed the Total Non-Extending Canadian RCF Commitments as then in
effect or (y) the Aggregate Canadian RCF Lender Exposure to exceed the sum of (A) the
Canadian Borrowing Base at such time plus (B) the U.S. Borrowing Base (in each case,
based on the Borrowing Base Certificate last delivered);




     (vi) shall not be made (and shall not be required to be made) by any Non-Extending
Canadian RCF Lender (including through any Non-Canadian Affiliate of any Non-Extending
Canadian RCF Lender) to the extent any such Non-Extending Canadian RCF Loans to be made on
any date, individually or in the aggregate, exceed the then Available Non-Extending Canadian
RCF Commitments;




     (vii) shall not be made (and shall not be required to be made) to any U.S. Borrower to
the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on
the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to
this Agreement) would cause the aggregate unpaid balance of Extensions of Credit to, or for
the account of, any U.S. Borrower to exceed the difference of (x) the U.S. Borrowing Base at
such time (based on the Borrowing Base Certificate last delivered) minus (y) the
excess of the unpaid balance of Extensions of Credit to, or for the account of, the Canadian
Borrowers over the Canadian Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered) minus (z) the aggregate amount of unpaid Extensions of
Credit to, or for the account of, the Canadian Finco; and




     (viii) shall not be made (and shall not be required to be made) to Canadian Finco to
the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on
the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to
this Agreement) would cause the aggregate unpaid balance of Extensions of Credit to, or for
the account of, Canadian Finco to exceed the difference of (x) the U.S. Borrowing Base at
such time (based on the Borrowing Base Certificate last delivered)



68









 







minus (y) the
excess of the unpaid balance of Extensions of Credit to, or for the account of, the Canadian
Borrowers over the Canadian Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered) minus (z) the aggregate amount of Extensions of Credit
to, or for the account of, the U.S. Borrowers.



          (c) Notwithstanding anything to the contrary in subsections 2.1(a) or (b) or elsewhere in this
Agreement, the U.S. Administrative Agent and the Canadian Administrative Agent, as applicable,
shall have the right to establish Availability Reserves in such amounts, and with respect to such
matters, as the U.S. Administrative Agent and the Canadian Administrative Agent, as applicable, in
their Permitted Discretion shall deem necessary or appropriate, against the U.S. Borrowing Base
and/or the Canadian Borrowing Base, as applicable, including reserves with respect to (i) sums that
the respective Borrowers are or will be required to pay (such as taxes (including payroll and sales
taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts
payable under such leases) and have not yet paid (including an Unpaid Supplier Reserve) and (ii)
amounts owing by the respective Borrowers or, without duplication, their respective Subsidiaries to
any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or
trust, in the Permitted Discretion of the U.S. Administrative Agent or the Canadian Administrative
Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens
granted in the Security Documents (such as Canadian Priority Payables, Liens or trusts in favor of
landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers (including in
respect of an Unpaid Supplier Reserve), or Liens or trusts for ad valorem, excise, sales, or other
taxes where given priority under applicable law) in and to such item of the Collateral;
provided that the such applicable Agent shall have provided the applicable Borrower at
least ten (10) Business Days’ prior written notice of any such establishment; and provided,
further, except in respect of taxes, Unpaid Supplier Reserves and Canadian Priority
Payables, that such Agent may only establish an Availability Reserve after the date hereof based on
an event, condition or other circumstance arising after the Closing Date or based on facts not
known to such Agent as of the Closing Date. The amount of any Availability Reserve established by
such Agent shall have a reasonable relationship to the event, condition or other matter that is the
basis for the Availability Reserve. Upon delivery of such notice, such Agent shall be available to
discuss the proposed Availability Reserve, and the applicable Borrower may take such action as may
be required so that the event, condition or matter that is the basis for such Availability Reserve
or increase no longer exists, in a manner and to the extent reasonably satisfactory to the
applicable Agent in the exercise of its Permitted Discretion. In no event shall such notice and
opportunity limit the right of the applicable Agent to establish such Availability Reserve, unless
such Agent shall have determined in its Permitted Discretion that the event, condition or other
matter that is the basis for such new Availability Reserve no longer exists or has otherwise been
adequately addressed by the applicable Borrower. Notwithstanding anything herein to the contrary,
Availability Reserves shall not duplicate eligibility criteria contained in the definition of
“Eligible Accounts”, “Eligible Rental Fleet”, “Eligible Inventory” or
“Eligible Unbilled Accounts” and vice versa, or reserves or criteria deducted in computing
the net book value of Eligible Rental Fleet or Eligible Inventory or the Net Orderly Liquidation
Value of Eligible Rental Fleet or Eligible Inventory and vice versa. In addition to the foregoing,
the U.S. Administrative Agent and the Canadian Administrative Agent shall have the right, subject
to subsection 7.6, to have the Loan Parties’ Rental Fleet and/or Eligible Inventory reappraised by
Rouse Asset Services
or another qualified appraisal company selected by the U.S. Administrative
Agent or the Canadian Administrative



69









 






Agent (in consultation with the Parent Borrower) from time to
time after the Closing Date for the purpose of re-determining the Net Orderly Liquidation Value of
the Eligible Rental Fleet and/or Eligible Inventory, as the case may be, and, as a result,
re-determining the U.S. Borrowing Base and/or the Canadian Borrowing Base, as the case may be.




          (d) In the event the U.S. Borrowers are, or the Canadian Borrowers are, as applicable, unable
to comply with (i) the Borrowing Base limitations set forth in subsections 2.1(a) and/or (b), as
the case may be, or (ii) the conditions precedent to the making of RCF Loans or the issuance of
Letters of Credit set forth in subsection 6.2, (x) the U.S. RCF Lenders hereby authorize the U.S.
Administrative Agent, for the account of the U.S. RCF Lenders, to make U.S. RCF Loans to the U.S.
Borrowers and (y) the Canadian RCF Lenders authorize the Canadian Administrative Agent, for the
account of the Canadian RCF Lenders, to make Canadian RCF Loans to the Borrowers (other than
Canadian Finco), which, in each case, may only be made as ABR Loans (each, an “Agent
Advance”) for a period commencing on the date the U.S. Administrative Agent first receives a
notice of Borrowing requesting an Agent Advance until the earliest of (i) the 30th Business Day
after such date, (ii) the date the respective Borrowers or Borrower are again able to comply with
the Borrowing Base limitations and the conditions precedent to the making of RCF Loans and issuance
of Letters of Credit, or obtains an amendment or waiver with respect thereto and (iii) the date the
Required Lenders instruct the U.S. Administrative Agent and the Canadian Administrative Agent to
cease making Agent Advances (in each case, the “Agent Advance Period”). Neither the U.S.
Administrative Agent nor the Canadian Administrative Agent shall make any Agent Advance to the
extent that at such time the amount of such Agent Advance (A) in the case of Agent Advances made to
the Canadian Borrowers, (I) when added to the aggregate outstanding amount of all other Agent
Advances made to the Canadian Borrowers at such time, would exceed the lesser of (i) 5% of the
Total Canadian RCF Commitments as then in effect and (ii) the difference of (1) the sum of (a) the
Canadian Borrowing Base at such time plus (b) the U.S. Borrowing Base at such time (in each
case, based on the Borrowing Base Certificate last delivered) minus (2) the sum of (a) the
aggregate unpaid balance of Extensions of Credit to, or for the account of, the Canadian Borrowers,
(b) the aggregate unpaid balance of Extensions of Credit to, or for the account of, the U.S.
Borrowers and (c) the aggregate unpaid balance of Extensions of Credit to, or for the account of,
Canadian Finco or (II) when added to the Aggregate Canadian RCF Lender Exposure as then in effect
(immediately prior to the incurrence of such Agent Advance), would exceed the Total Canadian RCF
Commitment at such time, or (B) in the case of Agent Advances made to the U.S. Borrowers, (I) when
added to the aggregate outstanding amount of all other Agent Advances made to the U.S. Borrowers at
such time, would exceed 5% of the U.S. Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered) or (II) when added to the Aggregate U.S. RCF Lender Exposure as then in
effect (immediately prior to the incurrence of such Agent Advance), (1) would exceed the Total U.S.
RCF Commitment at such time or (2) when added to the Aggregate Canadian RCF Lender Exposure as then
in effect (immediately prior to such Agent Advance) would exceed the sum of (a) the Canadian
Borrowing Base at such time plus (b) the U.S. Borrowing Base at such time (in each case,
based on the Borrowing Base Certificate last delivered). It is understood and agreed that, subject
to the requirements set forth above, Agent Advances may be made by the U.S. Administrative Agent or
the Canadian Administrative Agent in their respective discretion to the extent the U.S.
Administrative Agent or the Canadian Administrative Agent deems such Agent Advances necessary or
desirable
 (x) to preserve and protect the applicable Collateral, or any portion thereof, (y) to
enhance the




70









 







likelihood of, or maximize the amount of, repayment of the Loans and other obligations
of the Loan Parties hereunder and under the other Loan Documents or (z) to pay any other amount
chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement,
including payments of reimbursable expenses and other sums payable under the Loan
Documents, and that the Borrowers shall have no right to require that any Agent Advances be
made.




          (e) Each Borrower agrees that, upon the request to the U.S. Administrative Agent by any RCF
Lender made in connection with the Second Amendment or in connection with any assignment pursuant
to subsection 11.6(b), in order to evidence such RCF Lender’s RCF Loans to such Borrower, such
Borrower will execute and deliver to such RCF Lender a promissory note substantially in the form of
Exhibit A-3, with appropriate insertions as to payee, date and principal amount (each, as
amended, supplemented, replaced or otherwise modified from time to time, a “RCF Note”),
payable to such RCF Lender and in a principal amount equal to the aggregate unpaid principal amount
of all RCF Loans made by such RCF Lender to such Borrower; provided that in the case of any
such request made in connection with the Second Amendment, such RCF Lender shall return to the
applicable Borrower any RCF Note delivered to such RCF Lender pursuant to the Original Credit
Agreement. Each RCF Note shall (i) be dated (x) in the case of an RCF Note issued in connection
with the Second Amendment, the Restatement Effective Date and (y) in the case of an RCF Note issued
in connection with RCF Commitments (and related RCF Loans) acquired by assignment pursuant to such
subsection 11.6(b), the date of such assignment, (ii) be stated to mature on the applicable RCF
Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.




          (f) Notwithstanding anything to the contrary contained herein, the parties acknowledge and
agree that (i) the Canadian Borrowers shall not be jointly or jointly and severally liable with (A)
the U.S. Borrowers or (B) Canadian Finco for any liabilities or obligations of (A) the U.S.
Borrowers or (B) Canadian Finco hereunder and (ii) the U.S. Borrowers shall not be jointly or
jointly and severally liable with the Canadian Borrowers for any liabilities or obligations of the
Canadian Borrowers hereunder (although it is acknowledged and agreed by the parties hereto that the
U.S. Borrowers shall provide a guarantee in respect of the obligations of the Canadian Borrowers
pursuant to the U.S. Guaranty and Collateral Agreement).




          (g) On the Restatement Effective Date, notwithstanding anything to the contrary in this
Agreement, the U.S. Borrowers shall, in coordination with the U.S. Administrative Agent, repay
outstanding Non-Extending U.S. RCF Loans and/or Extending U.S. RCF Loans of certain of the Lenders
with a Non-Extending U.S. RCF Commitment or Extending U.S. RCF Commitment, as applicable, and incur
additional Non-Extending U.S. RCF Loans and/or Extending U.S. RCF Loans from certain Lenders with a
Non-Extending U.S. RCF Commitment and/or Extending U.S. RCF Commitment, in each case to the extent
necessary so that (i) all of the Lenders participate in each Non-Extending U.S. RCF Loan and
Extending U.S. RCF Loan, as the case may be, pro rata within each applicable
Tranche on the basis of their respective Non-Extending U.S. RCF Commitments or Extending U.S. RCF
Commitments (after giving effect to the transactions contemplated by the Second Amendment and this
Agreement) and (ii) the aggregate principal amount of U.S. RCF Loans outstanding under the U.S. RC
Facilities is allocated pro rata between such Facilities based on the relative
amount of the Total




71









 







Extending U.S. RCF Commitments on the one hand and the Total Non-Extending U.S.
RCF Commitments on the other hand.




          (h) On the Restatement Effective Date, notwithstanding anything to the contrary in this
Agreement, the Canadian Borrowers shall, in coordination with the Canadian Administrative Agent,
repay outstanding Non-Extending Canadian RCF Loans and/or Extending Canadian RCF Loans of certain
of the Lenders with a Non-Extending Canadian RCF Commitment or Extending Canadian RCF Commitment,
as applicable, and incur additional Non-Extending Canadian RCF Loans and/or Extending Canadian RCF
Loans from certain Lenders with a Non-Extending Canadian RCF Commitment and/or Extending Canadian
RCF Commitment, in each case to the extent necessary so that (i) all of the Lenders participate in
each Non-Extending Canadian RCF Loan and Extending Canadian RCF Loan, as the case may be,
pro rata within each applicable Tranche on the basis of their respective
Non-Extending Canadian RCF Commitments or Extending Canadian RCF Commitments (after giving effect
to the transactions contemplated by the Second Amendment and this Agreement) and (ii) the aggregate
principal amount of Canadian RCF Loans outstanding under the Canadian RC Facilities is allocated
pro rata between such Facilities based on the relative amount of the Total
Extending Canadian RCF Commitments on the one hand and the Total Non-Extending Canadian RCF
Commitments on the other hand.




          (i) For the avoidance of doubt, any repayments and incurrences of Loans pursuant to subsection
2.1(g) or 2.1(h) shall not be subject to the notice and other requirements of subsections 2.2 and
4.4.




          2.2 Procedure for Borrowings. Whenever the Borrowers borrow Loans under this
Agreement (other than pursuant to subsections 2.4(c) or 2.4(d)), the applicable Borrower shall give
the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, irrevocable
notice (which notice must be received by the U.S. Administrative Agent prior to (a) 12:30 P.M., New
York City time, at least three (3) Business Days prior to the requested Borrowing Date, if all or
any part of the requested Loans are to be initially Eurocurrency Loans or Bankers’ Acceptance Loans
or (b) 11:00 a.m., New York City time on the requested Borrowing Date, if the requested loans are
to be ABR Loans) specifying (i) the identity of the Borrower or Borrowers, (ii) the amount to be
borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurocurrency
Loans or Bankers’ Acceptance Loans, ABR Loans or a combination thereof, (v) if the borrowing is to
be entirely or partly of Eurocurrency Loans or Bankers’ Acceptance Loans, the respective amounts of
each such Type of Loan and the respective lengths of the initial Interest Periods therefor, (vi) if
the borrowing is to be entirely or partly Bankers’ Acceptance Loans, the length of the term thereof
in accordance with subsection 4.6(c) and (vii) whether the Borrowing is to be of Extending U.S. RCF
Loans, Non-Extending U.S. RCF Loans, Extending Canadian RCF Loans or Non-Extending Canadian RCF
Loans. Each borrowing shall be in an amount equal to (x) in the case of ABR Loans, except any ABR
Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line
Loans, an integral multiple of $1,000,000 (or, if the Commitments then available (as calculated in
accordance with subsections 2.1(a) and (b)) are less than $1,000,000, such lesser amount) and (y)
in the case of Eurocurrency Loans, the principal amount thereof (or in the case of Bankers’
Acceptance Loans, the Dollar Equivalent of the principal amount thereof) equal to $5,000,000 (or,
in the case of Loans made to the Canadian Borrowers, Cdn$5,000,000) or a



72









 






whole multiple of
$1,000,000 (or, in the case of Loans made to the Canadian Borrowers, Cdn$1,000,000) in excess
thereof (or, if the Commitments then available (as calculated in accordance with subsections 2.1(a)
and (b)) are less than $5,000,000 or Cdn$5,000,000, as
applicable, such lesser amount). Upon receipt of any such notice from a Borrower, the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, shall promptly notify
each applicable Lender thereof. Subject to the satisfaction of the applicable conditions precedent
specified in Section 6 (and subject to compliance with subsection 4.6(c) in the case of
Bankers’ Acceptance Loans), each applicable Lender will make the amount of its pro rata share of
each such borrowing of Loans available to the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, for the account of the Borrower or Borrowers identified in
such notice at the office of the U.S. Administrative Agent or the Canadian Administrative Agent, as
applicable, specified in subsection 11.2 prior to 12:30 P.M. (or 11:00 A.M., in the case of the
initial borrowing hereunder), New York City time, or at such other office of the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, or at such other time as
to which the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall
notify such Borrower or Borrowers reasonably in advance of the Borrowing Date with respect thereto,
on the Borrowing Date requested by such Borrower or Borrowers in Dollars or Canadian Dollars and in
funds immediately available to the U.S. Administrative Agent or the Canadian Administrative Agent,
as applicable. In relation to Banker’s Acceptance Loans, the Canadian Administrative Agent shall
credit to the applicable Canadian Borrower’s account on the applicable Borrowing Date the BA
Proceeds less the applicable BA Fee with respect to each B/A Instrument purchased by a Lender on
that Borrowing Date. Such borrowing will then be made available to the Borrower or Borrowers
identified in such notice by the U.S. Administrative Agent or the Canadian Administrative Agent, as
applicable, crediting the account of such Borrower or Borrowers on the books of such office with
the aggregate of the amounts made available to the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, by the applicable Lenders and in like funds as received by the
U.S. Administrative Agent or the Canadian Administrative Agent, as applicable.




          2.3 Termination or Reduction of Commitments. (a) The Parent Borrower (on behalf of
itself and each other Borrower) shall have the right, upon not less than three (3) Business Days’
notice to the U.S. Administrative Agent (which will promptly notify the Lenders thereof), to
terminate the Extending U.S. RCF Commitments, the Non-Extending U.S. RCF Commitments, the Extending
Canadian RCF Commitments or the Non-Extending Canadian RCF Commitments or, from time to time, to
reduce the amount of the Extending U.S. RCF Commitments, the Non-Extending U.S. RCF Commitments,
the Extending Canadian RCF Commitments or the Non-Extending Canadian RCF Commitments;
provided that any such notice of termination delivered by the Parent Borrower in connection
with a repayment of all outstanding Obligations may state that such notice is conditioned upon the
occurrence or non-occurrence of any event specified therein (including the effectiveness of other
credit facilities), in which case such notice may be revoked by the Parent Borrower (by written
notice to the U.S. Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied; provided, further, that no such termination or
reduction shall be permitted if, after giving effect thereto and to any prepayments of the RCF
Loans and Swing Line Loans made on the effective date thereof, (i) the aggregate principal amount
of the RCF Loans and Swing Line Loans then outstanding (including in the case of RCF Loans then
outstanding in any Canadian Dollars, the Dollar Equivalent of the aggregate principal amount
thereof), when added to the sum of the then




73









 







outstanding L/C Obligations, would exceed the RCF
Commitments then in effect, (ii) the aggregate principal amount of the Extending U.S. RCF Loans
then outstanding, when added to the sum of the then outstanding Swing Line Loans plus the
then outstanding Extending U.S. RCF
L/C Obligation Exposure, would exceed the Extending U.S. RCF Commitments then in effect, (iii)
the aggregate principal amount of the Extending Canadian RCF Loans then outstanding (including in
the case of Extending Canadian RCF Loans then outstanding in any Canadian Dollars, the Dollar
Equivalent of the aggregate principal amount thereof), when added to the sum of the then
outstanding Extending Canadian RCF L/C Obligation Exposure (using the Dollar Equivalent thereof in
the case of Extending Canadian RCF L/C Obligation Exposure denominated in Canadian Dollars), would
exceed the Extending Canadian RCF Commitments then in effect, (iv) the aggregate principal amount
of the Non-Extending U.S. RCF Loans then outstanding, when added to the then outstanding
Non-Extending U.S. RCF L/C Obligation Exposure, would exceed the Non-Extending U.S. RCF Commitments
then in effect, and (v) the aggregate principal amount of the Non-Extending Canadian RCF Loans then
outstanding (including in the case of Non-Extending Canadian RCF Loans then outstanding in any
Canadian Dollars, the Dollar Equivalent of the aggregate principal amount thereof), when added to
the then outstanding Non-Extending Canadian RCF L/C Obligation Exposure (using the Dollar
Equivalent thereof in the case of Extending Canadian RCF L/C Obligation Exposure denominated in
Canadian Dollars), would exceed the Non-Extending Canadian RCF Commitments then in effect. Any
such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in
excess thereof and shall reduce permanently the applicable Commitments then in effect (or, if the
Commitments then available (as calculated in accordance with subsections 2.1(a) and (b)) are less
than $5,000,000, such lesser amount).




          (b) Upon the conversion of all or part of a RCF Lender’s Non-Extending U.S. RCF Commitment or
Non-Extending Canadian RCF Commitment, as applicable, pursuant to subsection 2.6, on the effective
date specified in the relevant Additional Extending RCF Commitment Agreement, the amount of
Non-Extending U.S. RCF Commitments and/or Non-Extending Canadian RCF Commitments that were the
subject of such conversion shall be deemed to no longer constitute Non-Extending U.S. RCF
Commitments and/or Non-Extending Canadian RCF Commitments, as applicable.




          (c) Notwithstanding anything to the contrary in this Agreement, to the extent that a reduction
of RCF Commitments is effected on a non-pro rata basis across the Extending U.S. RC
Facility and the Non-Extending U.S. RC Facility or the Extending Canadian RC Facility and the
Non-Extending Canadian RC Facility, the Borrowers shall, in coordination with the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, repay outstanding
Non-Extending U.S. RCF Loans, Non-Extending Canadian RCF Loans, Extending U.S. RCF Loans and/or
Extending Canadian RCF Loans of certain of the Lenders with a Non-Extending RCF Commitment or
Extending RCF Commitment, as applicable, and incur additional Non-Extending U.S. RCF Loans,
Non-Extending Canadian RCF Loans, Extending U.S. RCF Loans and/or Extending Canadian RCF Loans from
certain Lenders with a Non-Extending RCF Commitment and/or Extending RCF Commitment, as applicable,
in each case to the extent necessary so that (i) the aggregate principal amount of U.S. RCF Loans
outstanding under the U.S. RC Facilities is allocated pro rata between such
Facilities based on the relative amount of the Total Extending U.S. RCF Commitments on the one hand
and the Total Non-Extending U.S. RCF Commitments on the other hand, (ii) the aggregate principal
amount of Canadian RCF




74









 







Loans outstanding under the Canadian RC Facilities is allocated pro
rata between such Facilities based on the relative amount of the Total Extending Canadian
RCF Commitments on the one hand and the Total Non-Extending Canadian RCF Commitments on the other
hand, and (iii) all
of the Lenders participate in each outstanding Borrowing of Non-Extending U.S. RCF Loans,
Non-Extending Canadian RCF Loans, Extending U.S. RCF Loans and Extending Canadian RCF Loans
pro rata within each Tranche on the basis of their respective Non-Extending U.S.
RCF Commitments, Non-Extending Canadian RCF Commitments, Extending U.S. RCF Commitments and/or
Extending Canadian RCF Commitments (in each case after giving effect to the reduction to such RCF
Commitments pursuant to this subsection 2.3) and with the applicable Borrowers being obliged to pay
to the respective RCF Lenders the costs of the type referred to in subsection 4.12 in connection
with any such repayment and/or Borrowing. Each Lender severally, and not jointly, agrees to take
such steps as may be reasonably available to such Lender to mitigate the costs of the type referred
to in subsection 4.12 which would otherwise occur in connection with such repayment and/or
Borrowing; provided that such Lender shall not be required to take any step that, in its
reasonable judgment, would be materially disadvantageous to its business or operations or would
require it to incur additional costs.




          (d) For the avoidance of doubt, any repayments and incurrences of Loans pursuant to subsection
2.3(c) shall not be subject to the notice and other requirements of subsections 2.2 and 4.4.




          2.4 Swing Line Commitments. (a) (i) Subject to the terms and conditions hereof, the
Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”;
collectively, the “Swing Line Loans”) to any of the U.S. Borrowers from time to time during
the Extending U.S. RCF Commitment Period in an aggregate principal amount at any one time
outstanding not to exceed $25,000,000, provided that at no time may the sum of the then
outstanding Swing Line Loans, Extending U.S. RCF Loans and Extending U.S. RCF L/C Obligation
Exposure exceed the lesser of (1) the Extending U.S. RCF Commitments then in effect and (2) the
difference of (I) the U.S. Borrowing Base then in effect (based on the most recently delivered
Borrowing Base Certificate) minus (II) the sum of (A) the aggregate unpaid balance of
Extensions of Credit to, or on account of, the U.S. Borrowers under the Non-Extending U.S. RC
Facility, (B) the excess of the unpaid balance of Extensions of Credit made to, or for the account
of, the Canadian Borrowers over the Canadian Borrowing Base (based on the most recently delivered
Borrowing Base Certificate), (C) the aggregate unpaid balance of Extensions of Credit to, or for
the account of, the U.S. Borrowers pursuant to the Canadian RC Facilities (it being understood and
agreed that the U.S. Administrative Agent shall calculate the Dollar Equivalent of the then
outstanding Canadian RCF Loans denominated in Canadian Dollars on the date the notice of borrowing
of Swing Line Loans is given for purposes of determining compliance with this subsection) and (D)
the aggregate unpaid balance of Extensions of Credit to, or for the benefit of, Canadian Finco.
Amounts borrowed by any U.S. Borrower under this subsection 2.4 may be repaid and, to but excluding
the Extending RCF Maturity Date, reborrowed. All Swing Line Loans made to any U.S. Borrower shall
be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans.
The Parent Borrower (on behalf of itself or any other Borrower as the case may be) shall give the
Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior
to 12:00 Noon, New York City time, on the requested Borrowing Date) specifying (1) the identity of
the Borrower and (2) the amount of the requested Swing Line Loan. The proceeds of





75









 







the Swing Line
Loans will be made available by the Swing Line Lender to the respective Borrower identified in such
notice at an office of the Swing Line Lender by crediting the account of such Borrower at such
office with such proceeds in Dollars.




          (ii) Notwithstanding anything to the contrary contained in this subsection 2.4(a), (A) the
Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when the Swing Line
Lender is aware that the conditions to the making of such Swing Line Loan set forth in subsection
6.2 have not been satisfied unless such conditions shall have been waived in accordance with this
Agreement, (B) the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time
when a Lender Default exists with respect to an Extending U.S. RCF Lender unless the Swing Line
Lender has entered into arrangements with the Borrowers reasonably satisfactory to it and the
Borrower to eliminate the Swing Line Lender’s risk with respect to each Deteriorating Lender’s
participation in such Swing Line Loans (which arrangements are hereby consented to by the Lenders),
including by the Borrowers cash collateralizing such Deteriorating Lender’s Extending U.S. RCF
Commitment Percentage of the outstanding Swing Line Loans (such arrangements, the “Swing Line
Back-Stop Arrangements”), and (C) the Swing Line Lender shall not make any Swing Line Loan
after it has received written notice from the Borrower, any other Loan Party or the Required
Lenders stating that a Default or an Event of Default exists and is continuing until such time as
the Swing Line Lender shall have received written notice (x) from the party or parties originally
delivering such notice or notices
rescinding such notice or notices, or stating that the Default or Event of Default specified
therein has been cured or (y) of the waiver of such Default or Event of Default by the Required
Lenders.




          (b) Each Borrower agrees that, upon the request to the U.S. Administrative Agent by the Swing
Line Lender made in connection with the Second Amendment on or prior to the Restatement Effective
Date, in order to evidence the Swing Line Loans to such Borrower, such Borrower will execute and
deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit
A-4, with appropriate insertions (as the same may be amended, supplemented, replaced or
otherwise modified from time to time, the “Swing Line Note”), payable to the Swing Line
Lender and representing the obligation of such Borrower to pay the amount of the Swing Line
Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower,
with interest thereon as prescribed in subsection 4.1; provided that, in the case of any
such request made in connection with the Second Amendment, the Swing Line Lender shall return to
the applicable Borrower any Swing Line Note delivered to the Swing Line Lender pursuant to the
Original Credit Agreement. Each Swing Line Note shall (i) be dated the Restatement Effective Date,
(ii) be stated to mature on the Extending RCF Maturity Date and (iii) provide for the payment of
interest in accordance with subsection 4.1.




          (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any
time as there shall be a Swing Line Loan outstanding for more than seven (7) Business Days or when
an Event of Default under subsection 9(f) has occurred, the Swing Line Lender shall, on behalf of
the U.S. Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and
authorizes such Swing Line Lender to act on its behalf), request (provided that such
request shall be deemed to have been automatically made upon the occurrence of an Event of Default
under subsection 9(f)) each Extending U.S. RCF Lender, including the Swing Line Lender, to make an
Extending U.S. RCF Loan as an ABR Loan in an amount equal to such Lender’s Extending U.S. RCF
Commitment Percentage of the principal




76









 







amount of all Swing Line Loans outstanding on the date such
notice is given (collectively, the “Refunded Swing Line Loans”) made in Dollars (each, a
“Mandatory RCF Loan Borrowing”); provided that the provisions of this subsection
shall not affect the obligations of any U.S. Borrower to prepay Swing Line Loans in accordance with
the provisions of subsection 4.4(d). Unless the Extending U.S. RCF Commitments shall have expired
or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply),
each Extending U.S. RCF Lender hereby agrees to make the proceeds of its Extending U.S. RCF Loan
(including any Eurocurrency Loan) available to the U.S. Administrative Agent for the account of the
Swing Line Lender at the office of the U.S. Administrative Agent prior to 12:00 Noon, New York City
time, in funds immediately available on the Business Day next succeeding the date such notice is
given notwithstanding (i) that the amount of the Mandatory RCF Loan Borrowing may not comply with
the minimum amount for RCF Loans otherwise required hereunder, (ii) whether any conditions
specified in subsection 6.2 are then satisfied, (iii) whether a Default or an Event of Default then
exists, (iv) the date of such Mandatory RCF Loan Borrowing and (v) the amount of the Extending U.S.
RCF Commitment of such, or any other, Extending U.S. RCF Lender at such time. The proceeds of such
Extending U.S. RCF Loans shall be immediately applied to repay the Refunded Swing Line Loans.




          (d) If the Extending U.S. RCF Commitments shall expire or terminate at any time while Swing
Line Loans are outstanding, each Extending U.S. RCF Lender shall, at the
option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the
expiration or termination of the Extending U.S. RCF Commitments, make an Extending U.S. RCF Loan as
an ABR Loan (which Extending U.S. RCF Loan shall be deemed an “Extending U.S. RCF Loan” for
all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided
participating interest in such Swing Line Loans, in either case in an amount equal to such
Extending U.S. RCF Lender’s Extending U.S. RCF Commitment Percentage (determined on the date of,
and immediately prior to, expiration or termination of the Extending U.S. RCF Commitments) of the
aggregate principal amount of such Swing Line Loans; provided that in the event that any
Mandatory RCF Loan Borrowing cannot for any reason be made on the date otherwise required above
(including as a result of the commencement of a proceeding under any domestic or foreign
bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or
similar law with respect to any Borrower), then each Extending U.S. RCF Lender hereby agrees that
it shall forthwith purchase (as of the date the Mandatory RCF Loan Borrowing would otherwise have
occurred, but adjusted for any payments received from such Borrower on or after such date and prior
to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line
Loans as shall be necessary to cause such Extending U.S. RCF Lenders to share in such Swing Line
Loans ratably based upon their respective Extending U.S. RCF Commitment Percentages,
provided, further, that (x) all interest payable on the Swing Line Loans shall be
for the account of the Swing Line Lender until the date as of which the respective participation is
required to be purchased and, to the extent attributable to the purchased participation, shall be
payable to the participant from and after such date and (y) at the time any purchase of
participations pursuant to this sentence is actually made, the purchasing Extending U.S. RCF Lender
shall be required to pay the Swing Line Lender interest on the principal amount of the
participation purchased for each day from and including the day upon which the Mandatory RCF Loan
Borrowing would otherwise have occurred to but excluding the date of payment for such
participation, at the rate otherwise applicable to Extending U.S. RCF Loans made as ABR Loans
hereunder for each day thereafter. Each





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Extending U.S. RCF Lender will make the proceeds of any Extending U.S. RCF Loan made pursuant to
the immediately preceding sentence available to the U.S. Administrative Agent for the account of
the Swing Line Lender at the office of the U.S. Administrative Agent prior to 12:00 Noon, New York
City time, in funds immediately available on the Business Day next succeeding the date on which the
Extending U.S. RCF Commitments expire or terminate, in Dollars. The proceeds of such Extending
U.S. RCF Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date
of termination or expiration of the Extending U.S. RCF Commitments. In the event that the
Extending U.S. RCF Lenders purchase undivided participating interests pursuant to the first
sentence of this paragraph (d), each Extending U.S. RCF Lender shall immediately transfer to the
Swing Line Lender, in immediately available funds and in the currency in which such Swing Line
Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender
will deliver to such Extending U.S. RCF Lender a Swing Line Loan Participation Certificate dated
the date of receipt of such funds and in such amount.




          (e) Whenever, at any time after the Swing Line Lender has received from any Extending U.S. RCF
Lender such Extending U.S. RCF Lender’s participating interest in a Swing Line Loan, the Swing Line
Lender receives any payment on account thereof (whether directly from the Parent Borrower or any
other Borrower in respect of such Swing Line Loan or otherwise, including proceeds of Collateral
applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing
Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business
Day, distribute to such Extending U.S. RCF Lender its pro rata share thereof prior to the end of
such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next
succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Extending U.S. RCF Lender’s participating interest was outstanding
and funded); provided, however, that in the event that such payment received by the
Swing Line Lender is required to be returned, such Extending U.S. RCF Lender will return to the
Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.




          (f) Each Extending U.S. RCF Lender’s obligation to make the Extending U.S. RCF Loans and to
purchase participating interests with respect to Swing Line Loans in accordance with subsections
2.4(c) and 2.4(d) shall be absolute and unconditional and shall not be affected by any
circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or
other right that such Extending U.S. RCF Lender or any of the Borrowers may have against the Swing
Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in
condition (financial or otherwise) of any of the Borrowers; (iv) any breach of this Agreement or
any other Loan Document by any of the Borrowers, any other Loan Party or any other Extending U.S.
RCF Lender; (v) any inability of any of the Borrowers to satisfy the conditions precedent to
borrowing set forth in this Agreement on the date upon which such Extending U.S. RCF Loan is to be
made or participating interest is to be purchased or (vi) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.




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          (g) For the purposes of determining utilization under the respective Commitments hereunder and
the U.S. Borrowing Base, exposure attributable to outstanding Swing Line Loans shall be allocated
to the Extending U.S. RC Facility.




          2.5 Repayment of Loans. (a) (1) Each U.S. Borrower hereby unconditionally promises to pay to the U.S.
Administrative Agent (in the currency in which such Loan is denominated) for the account of: (i)
each Non-Extending U.S. RCF Lender or Non-Extending Canadian RCF Lender, as applicable, the then
unpaid principal amount of each Non-Extending RCF Loan of such Lender made to such U.S. Borrower,
on the Non-Extending RCF Maturity Date (or such earlier date on which the Non-Extending U.S. RCF
Loans or Non-Extending Canadian RCF Loans, as applicable, become due and payable pursuant to
Section 9); (ii) each Extending U.S. RCF Lender or each Extending Canadian RCF Lender, as
applicable, the then unpaid principal amount of each Extending RCF Loan of such Lender made to such
U.S. Borrower, on the Extending RCF Maturity Date (or such earlier date on which the Extending U.S.
RCF Loans or Extending Canadian RCF Loans, as applicable, become due and payable pursuant to
Section 9); and (iii) the Swing Line Lender, the then unpaid principal amount of the Swing
Line Loans made to such U.S. Borrower, on the Extending RCF Maturity Date (or such earlier date on
which the Swing Line Loans become due and payable pursuant to Section 9). Each U.S.
Borrower hereby further agrees to pay interest (which payments shall be in the same currency in
which the respective Loan referred to above is denominated) on the unpaid principal amount of such
Loans from time to time outstanding from the date hereof until payment in full thereof at the rates
per annum, and on the dates, set forth in subsection 4.1.




          (2) For the avoidance of doubt it is acknowledged and agreed by the parties hereto, that RSC,
as co-obligor of any Loan made to another U.S. Borrower, hereby unconditionally promises to pay to
the U.S. Administrative Agent (in the currency in which such Loan is denominated) any amount
required to be paid by such U.S. Borrower pursuant to subsection 2.5(a)(1) or any other provision
to this Agreement. Any reference to a Loan being made to a U.S. Borrower shall be treated as also
having been made to RSC as co-obligor.




          (b) Each Canadian Borrower hereby unconditionally promises to pay to the Canadian
Administrative Agent (in Canadian Dollars) for the account of (i) each Non-Extending Canadian RCF
Lender, the then unpaid principal or face amount, as the case may be, of each Non-Extending
Canadian RCF Loan of such Lender made to such Canadian Borrower, on the Non-Extending RCF Maturity
Date (or such earlier date on which the Non-Extending Canadian RCF Loans become due and payable
pursuant to Section 9) and (ii) each Extending Canadian RCF Lender the then unpaid
principal or face amount, as the case may be, of each Extending Canadian RCF Loan of such Lender
made to such Canadian Borrower, on the Extending RCF Maturity Date (or such earlier date on which
the Extending Canadian RCF Loans become due and payable pursuant to Section 9). Each
Canadian Borrower hereby further agrees to pay interest (which payments shall be in the same
currency in which the respective Loan referred to above is denominated) on the unpaid principal
amount of such Loans from time to time outstanding from the date hereof until payment in full
thereof at the rates per annum, and on the dates, set forth in subsection 4.1.




          (c) From and after the date Canadian Finco executes a Borrower Joinder Agreement, Canadian
Finco unconditionally promises to pay to the Canadian Administrative




79









 







Agent (in Dollars), for the
account of each applicable Canadian RCF Lender, the then unpaid principal amount of each Loan of
such Lender made to Canadian Finco, on the respective RCF Maturity Date (or such earlier date on
which the Loans become due and payable pursuant to Section 9). From and after the date
Canadian Finco executes a Borrower Joinder Agreement, Canadian Finco further agrees to pay interest
(in Dollars) on the unpaid principal amount of such Loans from time to time outstanding from the
date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in
subsection 4.1.




          (d) Each Lender (including the Swing Line Lender) shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of each of the Borrowers to such Lender
resulting from each Loan of such Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time under this Agreement.




          (e) The U.S. Administrative Agent shall maintain the Register pursuant to subsection 11.6(b),
and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan
made hereunder, the Type thereof, the Borrowers to which such Loan is made, each Interest Period,
if any, applicable thereto and whether such Loans are Non-Extending U.S. RCF Loans, Extending U.S.
RCF Loans, Non-Extending Canadian RCF Loans, Extending Canadian RCF Loans or Swing Line Loans, (ii)
the amount of any principal or interest due and payable or to become due and payable from each of
the Borrowers to each applicable Lender hereunder and (iii) both the amount of any sum received by
the U.S. Administrative Agent and the Canadian Administrative Agent hereunder from each of the
Borrowers and each applicable Lender’s share thereof.




          (f) The entries made in the Register and the accounts of each Lender maintained pursuant to
subsection 2.5(d) shall, to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of each of the Borrowers therein recorded;
provided, however, that the failure of any Lender or the U.S. Administrative Agent
to maintain the Register or any such account, or any error therein, shall not in any manner affect
the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower
by such Lender in accordance with the terms of this Agreement.




          2.6 Conversion and Creation of Extending RCF Commitments.




          (a) Each Borrower shall, in consultation with the U.S. Administrative Agent, have the right to
request on one or more occasions prior to the Non-Extending RCF Maturity Date that one or more
Lenders convert their existing Non-Extending RCF Commitments to Extending RCF Commitments or
provide new or increased Extending RCF Commitments, it being understood and agreed, however, that:





     (i) no Lender shall be obligated to convert, increase or provide an Extending RCF
Commitment as a result of any such request by a Borrower, and such Lender’s Non-
Extending RCF Commitment shall not be converted and such Lender’s Extending RCF
Commitment shall not be increased, until such time, if any, as such Lender has agreed in its
sole discretion to convert, increase or provide an Extending RCF Commitment and has executed
and delivered to the U.S. Administrative Agent (in the case of Extending U.S.



80









 







RCF
Commitments) or the Canadian Administrative Agent (in the case of Extending Canadian RCF
Commitments) an agreement substantially in the form of Exhibit C hereto (an
“Additional Extending RCF Commitment Agreement”) agreeing to the conversion of its
Non-Extending RCF Commitment or consenting to the increase or provision of a new Extending
RCF Commitment;




     (ii) any Lender may so convert, increase or provide an Extending RCF Commitment without
the consent of any other Lender;




     (iii) any such request pursuant to this subsection 2.6 shall be first made to all
applicable existing RCF Lenders on a pro rata basis and, to the extent that
such existing RCF Lenders decline to convert their existing Non-Extending RCF Commitments to
Extending RCF Commitments, or decline to provide new or increased Extending RCF Commitments,
in each case in the amount requested by the respective Borrower or Borrowers, the U.S.
Administrative Agent, in consultation with the Parent Borrower, will use commercially
reasonable efforts to arrange for other Persons to become Extending Canadian RCF Lenders or
Extending U.S. RCF Lenders, as applicable, hereunder and to issue commitments in an amount
equal to the amount of the increase in the Total Extending Canadian RCF Commitment requested
by the Canadian Borrowers or Canadian Finco or the Total Extending U.S. RCF Commitment
requested by the U.S. Borrowers, as the case may be, and not accepted by the existing
Lenders (each Person providing such Extending RCF Commitments which is not an existing
Lender, an “Additional Extending RCF Lender”); provided, however,
that (x) within 10 Business Days following the acquisition of Non-Extending RCF Commitments
by an RCF Lender or other Person pursuant to subsection 11.6, the respective Borrower or
Borrowers may enter into an agreement with such Lender or other Person providing for the
conversion of such Non-Extending RCF Commitments into Extending RCF Commitments pursuant to
this subsection 2.6, and such Borrower or Borrowers shall not be required to request such
conversion of Extending RCF Commitments from the applicable existing RCF Lenders on a
pro rata basis and (y) within 10 Business Days following the Restatement
Effective Date, the respective Borrower or Borrowers may enter into an agreement with an RCF
Lender or other Person providing for the conversion, increase, or provision of Extending RCF
Commitments pursuant to this subsection 2.6, and such Borrower or Borrowers shall not be
required to request such conversion, increase, or provision of Extending RCF Commitments
from the applicable existing RCF Lenders on a pro rata basis;
provided, further, that (i) no Lender shall be obligated to provide an
Extending RCF Commitment as a result of any such request by any Borrower and (ii) any
Additional Extending RCF Lender shall be subject to the approval of (X) in the case of an
additional Extending RCF Lender providing Extending U.S. RCF Commitments, the U.S.
Administrative Agent, the U.S. RCF Issuing Lender and the U.S. Borrowers and (Y) in the case
of an additional Extending RCF Lender providing Canadian RCF Commitments, the Canadian
Administrative Agent, the Canadian RCF Issuing Lender and the Canadian Borrowers (each such
approval not to be unreasonably withheld or delayed) and (iii) each Additional
Extending RCF Lender which is an Extending Canadian RCF Lender shall be in compliance
with the provisions of subsection 4.15;



81









 






     (iv) each conversion, increase or provision of Extending RCF Commitments pursuant to
this subsection 2.6 on a given date shall be in a minimum aggregate amount (for all Lenders)
of at least $5,000,000 (or, if lower (a) the aggregate amount of RCF Commitments permitted
to be converted, increased or provided pursuant to the limit set forth in clause (v) below
or (b) in the case of a conversion, the aggregate amount of remaining Non-Extending RCF
Commitments of the respective Non-Extending RCF Lenders participating in such conversion);




     (v) after giving effect to the conversion into, increase of or provision of Extending
RCF Commitments, the aggregate amount of RCF Commitments shall not exceed $1,300,000,000 in
the aggregate less the amount of all permanent reductions of Non-Extending RCF
Commitments or Extending RCF Commitments pursuant to subsection 4.4(b) and/or subsection
8.2(s); provided that, so long as the Second-Lien Term Loan Credit Agreement is
outstanding, the aggregate amount of RCF Commitments permitted pursuant to this subclause
(v) shall not exceed (i) such amount (taking into account the outstanding amount of First
Lien Last Out Notes at such time) as is permitted under Section 7.1 of the Second-Lien Term
Loan Agreement and (ii) together with the outstanding amount of First Lien Last Out Notes at
such time, the Cap Amount under and as defined in the Intercreditor Agreement;




     (vi) (a) upon the conversion of a Non-Extending U.S. RCF Commitment to an Extending
U.S. RCF Commitment, the amount of the Extending U.S. RCF Commitment of each consenting
Lender shall be increased and the amount of such Lender’s Non-Extending U.S. RCF Commitment
shall be decreased by the amount of such conversion specified in the relevant Additional
Extending RCF Commitment Agreement effective on the date specified in such agreement, and
(b) upon the conversion of a Non-Extending Canadian RCF Commitment to an Extending Canadian
RCF Commitment, the amount of the Extending Canadian RCF Commitment of each consenting
Lender shall be increased and the amount of such Lender’s Non-Extending Canadian RCF
Commitment shall be decreased by the amount of such conversion specified in the relevant
Additional Extending RCF Commitment Agreement effective on the date specified in such
agreement;




     (vii) the Applicable Margin for such Extending RCF Loans shall be the relevant
Applicable Margin set forth in this Agreement; and




     (viii) the upfront fees payable to each Additional Extending RCF Lender in respect of
each Additional Extending RCF Commitment shall be separately agreed to by the Borrowers and
each such Additional Extending RCF Lender; provided that the amount
of any such upfront fees paid to any such Additional Extending RCF
Lender in connection with the provision of any Additional Extending
RCF Commitments within 90
days after the Restatement Effective Date shall not exceed the amount
of fees paid pursuant to subsection 4.5(c) to any Lender that
provided a comparable amount of Extending RCF Commitments pursuant to
the Second Amendment.



          (b) The U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall
promptly notify each Lender as to the effectiveness of each Additional Extending RCF Commitment
Agreement, and (i) at such time the Register shall be modified by the U.S. Administrative Agent to
reflect the Extending RCF Commitments and Non-Extending
RCF Commitments of all Lenders and (ii) to the extent requested by a Lender with an Extending
RCF Commitment, the appropriate RCF Notes will be issued, at the Borrowers’ expense, to such



82









 






Lender, to be in conformity with the requirements of subsection 2.1(e) (with appropriate
modifications) to the extent needed to reflect the Extending RCF Commitment of such Lender.




          (c) On the effective date of any increase in the Extending RCF Commitments pursuant to this
subsection 2.6, notwithstanding anything to the contrary in this Agreement, the Borrowers shall, in
coordination with the U.S. Administrative Agent or the Canadian Administrative Agent, as
applicable, repay outstanding Non-Extending U.S. RCF Loans, Non-Extending Canadian RCF Loans,
Extending U.S. RCF Loans and/or Extending Canadian RCF Loans of certain of the Lenders with a
Non-Extending RCF Commitment or Extending RCF Commitment, as applicable, and incur additional
Non-Extending U.S. RCF Loans, Non-Extending Canadian RCF Loans, Extending U.S. RCF Loans and/or
Extending Canadian RCF Loans from certain Lenders with a Non-Extending RCF Commitment and/or
Extending RCF Commitment, as applicable, in each case to the extent necessary so that (i) the
aggregate principal amount of U.S. RCF Loans outstanding under the U.S. RC Facilities is allocated
pro rata between such Facilities based on the relative amount of the Total
Extending U.S. RCF Commitments on the one hand and the Total Non-Extending U.S. RCF Commitments on
the other hand, (ii) the aggregate principal amount of Canadian RCF Loans outstanding under the
Canadian RC Facilities is allocated pro rata between such Facilities based on the
relative amount of the Total Extending Canadian RCF Commitments on the one hand and the Total
Non-Extending Canadian RCF Commitments on the other hand, and (iii) all of the Lenders participate
in each outstanding Borrowing of Non-Extending U.S. RCF Loans, Non-Extending Canadian RCF Loans,
Extending U.S. RCF Loans and Extending Canadian RCF Loans pro rata within each
Tranche on the basis of their respective Non-Extending U.S. RCF Commitments, Non-Extending Canadian
RCF Commitments, Extending U.S. RCF Commitments and/or Extending Canadian RCF Commitments (in each
case after giving effect to any increase in the aggregate amount of Extending RCF Commitments and
decrease in the aggregate amount of Non-Extending RCF Commitments pursuant to this subsection 2.6)
and with the applicable Borrowers being obliged to pay to the respective RCF Lenders the costs of
the type referred to in subsection 4.12 in connection with any such repayment and/or Borrowing.
Without limiting the obligations of the Borrowers provided for in this subsection 2.6, each Lender
severally, and not jointly, agrees to take such steps as may be reasonably available to such Lender
to mitigate the costs of the type referred to in subsection 4.12 which would otherwise occur in
connection with such repayment and/or Borrowing; provided that such Lender shall not be
required to take any step that, in its reasonable judgment, would be materially disadvantageous to
its business or operations or would require it to incur additional costs. Notwithstanding the
foregoing, (x) if a conversion of Non-Extending RCF Loans pursuant to this subsection 2.6 occurs at
any time during the one-year period ending on the Non-Extending RCF Maturity Date when any
Extending Letter of Credit under the U.S. RC Facility or related Extending U.S. RCF L/C Obligation
Exposure is outstanding, a reallocation of U.S. RCF Loans pursuant to this subsection 2.6(c) shall
be made on a pro rata basis as between the U.S. RC Facilities in accordance with
the first sentence of this subsection 2.6(c) unless and until, as a result of such reallocation,
the Available Extending U.S. RCF Commitment shall be reduced to zero, and thereafter may be made on
a non-pro rata basis as between such Facilities; provided that upon any of
the termination of any such Letter of Credit, the reduction of the stated amount in respect
thereof, or the reimbursement of any funding under any such Letter of Credit, the U.S. RCF Loans
shall
automatically be reallocated
 among the Extending U.S. RCF Lenders and the Non-Extending U.S.
RCF Lenders such that, to the maximum extent possible, the outstanding U.S. RCF Loans



83









 






are held by
such Lenders pro rata in accordance with their respective Extending U.S. RCF
Commitments and Non-Extending U.S. RCF Commitments, respectively, at such time, with such
reallocation to be effected in the same manner as the reallocations described in subsections 2.1(g)
and 2.1(h), and (y) if a conversion of Non-Extending RCF Loans pursuant to this subsection 2.6
occurs at any time during the one-year period ending on the Non-Extending RCF Maturity Date when
any Extending Letter of Credit under the Canadian RC Facility or related Extending Canadian RCF L/C
Obligation Exposure is outstanding, a reallocation of Canadian RCF Loans pursuant to this
subsection 2.6(c) shall be made on a pro rata basis as between the Canadian RC
Facilities in accordance with the first sentence of this subsection 2.6(c) unless and until, as a
result of such reallocation, the Available Extending Canadian RCF Commitment shall be reduced to
zero, and thereafter may be made on a non-pro rata basis as between such
Facilities; provided that upon any of the termination of any such Letter of Credit, the
reduction of the stated amount in respect thereof, or the reimbursement of any funding under any
such Letter of Credit, the Canadian RCF Loans shall automatically be reallocated among the
Extending Canadian RCF Lenders and the Non-Extending Canadian RCF Lenders such that, to the maximum
extent possible, the outstanding Canadian RCF Loans are held by such Lenders pro
rata in accordance with their respective Extending Canadian RCF Commitments and
Non-Extending Canadian RCF Commitments, respectively, at such time, with such reallocation to be
effected in the same manner as the reallocations described in subsections 2.1(g) and 2.1(h).




          (d) For the avoidance of doubt, any repayments and incurrences of Loans pursuant to subsection
2.6(c) shall not be subject to the notice and other requirements of subsections 2.2 and 4.4.




          Section 3. Letters of Credit.




          3.1 L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the
agreements of the other RCF Lenders set forth in subsection 3.4(a), agrees to issue Letters of
Credit for the account of the applicable Borrower (other than Canadian Finco) on any Business Day
during the Extending RCF Commitment Period, but in no event later than the 30th day prior to the
Extending RCF Maturity Date, in such form as may be approved from time to time by the respective
Issuing Lender; provided that no Letter of Credit shall be issued if, after giving effect
to such issuance, (i) (A) the aggregate Canadian RCF L/C Obligations (including the Dollar
Equivalent thereof, in the case of Canadian RCF L/C Obligations denominated in Canadian Dollars)
shall exceed $15,000,000 or (B) the aggregate Extensions of Credit to the U.S. Borrowers, the
Canadian Borrowers or any Borrower would exceed the applicable limitations set forth in subsections
2.1 or 2.4 (it being understood and agreed that (1) the U.S. Administrative Agent or the Canadian
Administrative Agent shall calculate the Dollar Equivalent of the then outstanding RCF Loans and
Canadian RCF L/C Obligations denominated in Canadian Dollars on the date on which the applicable
Borrower has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of
determining compliance with this clause (i) and (2) calculations
of each Extending RCF Lender’s respective Individual Extending U.S. RCF Lender Exposure and
Individual Extending Canadian RCF Lender Exposure shall be made after giving effect to any
adjustments to the participations pursuant to subsection 3.4(a) in connection with Extending
Letters of Credit), (ii) the L/C Obligations in respect of Letters of Credit would exceed
$280,000,000 or (iii) the Aggregate Outstanding RCF Credit of all the RCF Lenders would exceed the
RCF Commitments of all the




84









 







RCF Lenders then in effect. Each Letter of Credit shall (i) be
denominated in Dollars or Canadian Dollars, as requested by the applicable Borrower, and shall be
either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any
of its Subsidiaries (other than Canadian Finco), contingent or otherwise, which finance or
otherwise arise in connection with the working capital and business needs of the Parent Borrower
and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of
Credit”), or (B) a commercial letter of credit in respect of the purchase of goods or services
by the Parent Borrower or any of its Subsidiaries (other than Canadian Finco) in the ordinary
course of business (a “Documentary L/C”) and (ii) unless otherwise agreed by the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, expire no later than the
earlier of (I) (A) one year after its date of issuance and (B) the 10th day prior to the Extending
RCF Maturity Date, in the case of Standby Letters of Credit (subject, if requested by the
applicable Borrower and agreed to by the Issuing Lender, to auto-renewals for successive periods
not exceeding one year and ending prior to the 10th day prior to the Extending RCF Maturity Date),
or (II) (A) one-hundred and eighty (180) days after its date of issuance and (B) the 30th day prior
to the Extending RCF Maturity Date, in the case of Documentary L/Cs. Each Letter of Credit issued
by the U.S. RCF Issuing Lender shall be deemed to constitute a utilization of the U.S. RCF
Commitments (with such utilization to be allocated among the Extending U.S. RCF Commitments and the
Non-Extending U.S. RCF Commitments ratably based on, as of any date of determination, the relative
amount of the Extending U.S. RCF Commitments, on the one hand, and the Non-Extending U.S. RCF
Commitments, on the other hand, provided that such utilization in respect of any Extending Letter
of Credit shall be allocated entirely to the Extending U.S. RCF Commitments) and each Letter of
Credit issued by the Canadian RCF Issuing Lender shall be deemed to constitute a utilization of the
Canadian RCF Commitments (with such utilization to be allocated among the Extending Canadian RCF
Commitments and the Non-Extending Canadian RCF Commitments ratably based on, as of any date of
determination, the relative amount of the Extending Canadian RCF Commitments, on the one hand, and
the Non-Extending Canadian RCF Commitments, on the other hand, provided that such utilization in
respect of any Extending Letter of Credit shall be allocated entirely to the Extending Canadian RCF
Commitments), and shall be participated in (as more fully described in following subsection 3.4) by
the Extending U.S. RCF Lenders, the Non-Extending U.S. RCF Lenders, the Extending Canadian RCF
Lenders and/or the Non-Extending Canadian RCF Lenders, as applicable, in accordance with their
respective Extending U.S. RCF Commitment Percentages, Non-Extending U.S. RCF Commitment
Percentages, Extending Canadian RCF Commitment Percentages or Non-Extending Canadian RCF Commitment
Percentages, as applicable. All Letters of Credit issued under the U.S. RC Facilities shall be
denominated in Dollars and shall be issued for the account of the applicable U.S. Borrower. All
Letters of Credit issued under the Canadian RC Facilities shall be denominated in Canadian Dollars
requested by the applicable Borrower and shall be issued for the account of the applicable
Borrower.




          (b) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each
Letter of Credit shall be subject to the laws of the State of New York and, to the
extent not prohibited thereby, the Uniform Customs. All Letters of Credit shall be issued
payable on a sight basis only.




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          (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance
would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits
imposed by, any applicable Requirement of Law.




          (d) Notwithstanding anything contained in Section 3, no Issuing Lender shall at any
time issue any Letter of Credit for the account of Canadian Finco.




          3.2 Procedure for Issuance of Letters of Credit. (a) The applicable U.S. Borrower or Canadian Borrower may from time to time request during
the Extending RCF Commitment Period but in no event later than the 30th day prior to the Extending
RCF Maturity Date that an Issuing Lender issue a Letter of Credit by delivering to such Issuing
Lender and the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, at
their respective addresses for notices specified herein, an L/C Request therefor substantially in
the form of Exhibit D hereto (completed to the reasonable satisfaction of such Issuing
Lender), and such other certificates, documents and other papers and information as such Issuing
Lender may reasonably request. Each L/C Request shall specify that the requested Letter of Credit
is to be denominated in Dollars or, in the case of Letters of Credit issued for the account of the
Canadian Borrowers, Canadian Dollars. Upon receipt of any L/C Request, such Issuing Lender will
process such L/C Request and the certificates, documents and other papers and information delivered
to it in connection therewith in accordance with its customary procedures and shall promptly issue
the Letter of Credit requested thereby (but in no event shall an Issuing Lender be required, unless
otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than three (3)
Business Days after its receipt of the L/C Request therefor and all such other certificates,
documents and other papers and information relating thereto) by issuing the original of such Letter
of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the
applicable U.S. Borrower or Canadian Borrower. The applicable Issuing Lender shall furnish a copy
of such Letter of Credit to the applicable U.S. Borrower or Canadian Borrower promptly following
the issuance thereof. Promptly after the issuance or amendment of any Standby Letter of Credit,
the applicable Issuing Lender shall notify the applicable U.S. Borrower or Canadian Borrower and
the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, in writing, of
such issuance or amendment and such notice shall be accompanied by a copy of such issuance or
amendment. Upon receipt of such notice, the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, shall promptly notify the applicable Lenders, in writing, of
such issuance or amendment, and if so requested by a Lender, the U.S. Administrative Agent or the
Canadian Administrative Agent, as applicable, shall provide to such Lender copies of such issuance
or amendment. With regards to Documentary L/Cs, the Issuing Lender shall on the first Business Day
of each week provide the U.S. Administrative Agent or the Canadian Administrative Agent, as
applicable, by facsimile, with a report detailing the aggregate daily outstanding Documentary L/Cs
during the previous week.




          (b) The making of each request for a Letter of Credit by any U.S. Borrower or Canadian
Borrower shall be deemed to be a representation and warranty by such Borrower that
such Letter of Credit may be issued in accordance with, and will not violate the requirements
of, subsection 3.1. Unless the respective Issuing Lender has received notice from the Required
Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified
in subsection 6.2 are not then satisfied, or that the issuance of such Letter of Credit would
violate




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subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the
account of the applicable Borrower in accordance with such Issuing Lender’s usual and customary
practices.




          3.3 Fees, Commissions and Other Charges. (a) Each U.S. Borrower and Canadian Borrower agrees to pay to the U.S. Administrative
Agent or the Canadian Administrative Agent, as applicable, a letter of credit commission (the
“L/C Fee”, and collectively, the “L/C Fees”) with respect to each Letter of Credit
issued by such Issuing Lender on its behalf, computed for the period from and including the date of
issuance of such Letter of Credit through to the expiration date of such Letter of Credit at a rate
per annum equal to (i) the Applicable Margin then in effect for Eurocurrency Loans that are
Extending RCF Loans, in the case of such portion of such Letter of Credit constituting Extending
U.S. RCF L/C Obligation Exposure or Extending Canadian RCF L/C Obligation Exposure (the portion of
such L/C Fee payable at such rate, the “Extending L/C Fee”), and (ii) the Applicable Margin
then in effect for Eurocurrency Loans that are Non-Extending RCF Loans, in the case of such portion
of such Letter of Credit constituting Non-Extending U.S. RCF L/C Obligation Exposure or
Non-Extending Canadian RCF L/C Exposure (the portion of such L/C Fee payable at such rate, the
“Non-Extending L/C Fee”), in each case calculated on the basis of a three-hundred and sixty
(360) day year on the respective portion of such Letter of Credit available to be drawn under such
Letter of Credit during such period, payable quarterly in arrears on each L/C Fee Payment Date with
respect to such Letter of Credit and on the Extending RCF Maturity Date or such earlier date as the
Extending RCF Commitments shall terminate as provided herein. Such L/C Fee shall be payable to the
U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of
the applicable RCF Lenders with (x) the Extending L/C Fee to be shared ratably among Extending RCF
Lenders in accordance with their respective Extending U.S. RCF Commitment Percentages or Extending
Canadian RCF Commitment Percentages, as applicable, and (y) the Non-Extending L/C Fee to be shared
ratably among Non-Extending RCF Lenders in accordance with their respective Non-Extending U.S. RCF
Commitment Percentages or Non-Extending Canadian RCF Commitment Percentages, as applicable. Each
U.S. Borrower and Canadian Borrower shall pay to the relevant Issuing Lender a facing fee equal to
1/4 of 1% per annum (but in no event less than $500 per annum for each Letter of Credit issued on
its behalf) of the aggregate amount available to be drawn under such Letter of Credit, payable
quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the
Extending RCF Maturity Date or such other date as the Extending RCF Commitments shall terminate.
Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in
Dollars (or, in the case of Letters of Credit issued for the account of the Canadian Borrowers,
Canadian Dollars).




          (b) In addition to the foregoing commissions and fees, each U.S. Borrower and Canadian
Borrower agrees to pay or reimburse the applicable Issuing Lender for such normal and customary
costs and expenses as are incurred or charged by such Issuing Lender in
issuing, effecting payment under, amending or otherwise administering any Letter of Credit
issued by such Issuing Lender on its behalf.




          (c) The U.S. Administrative Agent and the Canadian Administrative Agent shall, promptly
following any receipt thereof, distribute to the applicable Issuing Lender and the




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applicable L/C
Participants all commissions and fees received by such Agent for their respective accounts pursuant
to this subsection 3.3.




          3.4 L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each U.S. RCF L/C
Participant or Canadian RCF L/C Participant, as applicable, and, to induce each Issuing Lender to
issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from the applicable Issuing Lender, without recourse or warranty,
on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an
undivided interest, within each applicable Tranche, equal to such L/C Participant’s Extending U.S.
RCF Commitment Percentage and/or Non-Extending U.S. RCF Commitment Percentage (in the case of U.S.
RCF Letters of Credit) and/or such L/C Participant’s Extending Canadian RCF Commitment Percentage
and/or Non-Extending Canadian RCF Commitment Percentage (in the case of Canadian RCF Letters of
Credit), in each case determined on the date of issuance of the relevant Letter of Credit, in such
Issuing Lender’s obligations and rights under each Letter of Credit issued or continued hereunder,
the amount of each draft paid by such Issuing Lender thereunder and the obligations of the
applicable Borrowers under this Agreement with respect thereto (although L/C Fees and related
commissions shall be payable directly to the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, for the account of the applicable Issuing Lender and L/C
Participants, as provided in subsection 3.3 and the L/C Participants shall have no right to receive
any portion of any facing fees with respect to any such Letters of Credit) and any security
therefor or guaranty pertaining thereto; provided that as to any Letter of Credit issued or
renewed on or after November 30, 2010 with an expiry date on or after November 30, 2011 (such
Letter of Credit, an “Extending Letter of Credit”), such L/C Participants shall be limited
to Lenders with Extending U.S. RCF Commitments or Extending Canadian RCF Commitments, as the case
may be, and, in the case of any such renewal, there shall be an automatic adjustment to the
participations pursuant to this subsection 3.4 to allocate all such participations in such renewed
Letter of Credit among the Lenders with Extending U.S. RCF Commitments or Extending Canadian RCF
Commitments, as the case may be; provided that notwithstanding anything to the contrary
contained herein, no such Letter of Credit shall be renewed if, after giving effect to such
allocation, the Individual Extending U.S. RCF Lender Exposure or the Individual Extending Canadian
RCF Lender Exposure, as applicable, of any Lender would exceed the Extending U.S. RCF Commitment or
Extending Canadian RCF Commitment, as applicable, of such Lender. Each L/C Participant
unconditionally and irrevocably agrees with such Issuing Lender that, if a draft is paid under any
Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower
in respect of such Letter of Credit in accordance with subsection 3.5(a), such L/C Participant
shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified
herein an amount equal to such L/C Participant’s Extending U.S. RCF Commitment Percentage,
Non-Extending U.S. RCF Commitment Percentage, Extending Canadian RCF Commitment Percentage or
Non-Extending Canadian RCF Commitment
Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so
reimbursed; provided that nothing in this paragraph shall relieve such Issuing Lender of
any liability resulting from the gross negligence or willful misconduct (as determined in a final
non-appealable decision issued by a court of competent jurisdiction) of such Issuing Lender, or
otherwise affect any defense or other right that any L/C Participant may have as a result of
 such
gross negligence or willful misconduct (as so determined). All calculations of an L/C
Participant’s Extending U.S. RCF



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Commitment Percentage, Non-Extending U.S. RCF Commitment
Percentage, Extending Canadian RCF Commitment Percentage and Non-Extending Canadian RCF Commitment
Percentage shall be made from time to time by the U.S. Administrative Agent and the Canadian
Administrative Agent, respectively, which calculations shall be conclusive absent manifest error.




          (b) If any amount required to be paid by any L/C Participant to an Issuing Lender on demand by
such Issuing Lender pursuant to subsection 3.4(a) in respect of any unreimbursed portion of any
payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender
within three (3) Business Days after the date such demand is made, such L/C Participant shall pay
to such Issuing Lender on demand an amount equal to the product of such amount, times the daily
average Federal Funds Effective Rate (or, in the case of a Canadian RCF Lender, the interbank rate
customarily charged by the Canadian Administrative Agent) during the period from and including the
date such payment is required to the date on which such payment is immediately available to such
Issuing Lender, times a fraction the numerator of which is the number of days that elapse during
such period and the denominator of which is 360. If any such amount required to be paid by any L/C
Participant pursuant to subsection 3.4(a) is not in fact made available to such Issuing Lender by
such L/C Participant within three (3) Business Days after the date such payment is due, such
Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with
interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in
Canadian Dollars) calculated from such due date at the rate per annum applicable to Extending RCF
Loans maintained as ABR Loans accruing interest at the ABR hereunder. A certificate of an Issuing
Lender submitted to any L/C Participant with respect to any amounts owing under this subsection
(which shall include calculations of any such amounts in reasonable detail) shall be conclusive in
the absence of manifest error.




          (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit
and has received from any L/C Participant its pro rata share of such payment in accordance with
subsection 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit
(whether directly from a Borrower in respect of such Letter of Credit or otherwise, including
proceeds of Collateral applied thereto by such Issuing Lender), or any payment of interest on
account thereof, such Issuing Lender will, if such payment is received prior to 1:00 P.M., New York
City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior
to the end of such Business Day and otherwise such Issuing Lender will distribute such payment on
the next succeeding Business Day; provided, however, that in the event that any
such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender,
such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed
by such Issuing Lender to it.




          3.5 Reimbursement Obligation of the Borrowers. (a) Each U.S. Borrower and Canadian Borrower hereby agrees to reimburse each Issuing
Lender, upon receipt by such Borrower of notice from the applicable Issuing Lender of the date and
amount of a draft presented under any Letter of Credit issued on its behalf and paid by such
Issuing Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or
expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such
payment shall be made to the applicable Issuing Lender, at its address for notices specified herein
in the currency in which such Letter of Credit is denominated and in immediately available funds,
on the date on



89









 






which such Borrower receives such notice, if received prior to 11:00 A.M., New York
City time, on a Business Day and otherwise on the next succeeding Business Day.




          (b) Interest shall be payable under this subsection 3.5(b) on any and all amounts owing
pursuant to subsection 3.5(a) remaining unpaid (taking the Dollar Equivalent of any amounts
denominated in Canadian Dollars, as determined by the Canadian Administrative Agent, as applicable)
by the U.S. Borrowers or the Canadian Borrowers, as applicable (i) from the date the draft
presented under the affected Letter of Credit is paid to the date on which such applicable Borrower
is required to reimburse such amounts pursuant to paragraph (a) above, at the rate which would then
be payable on any outstanding ABR Loans that are (i) Extending RCF Loans, in the case of such
portion of such Letter of Credit constituting Extending U.S. RCF L/C Obligation Exposure or
Extending Canadian RCF L/C Obligation Exposure, and (ii) Non-Extending RCF Loans, in the case of
such portion of such Letter of Credit constituting Non-Extending U.S. RCF L/C Obligation Exposure
or Non-Extending Canadian RCF L/C Exposure and (ii) thereafter until payment in full of such
amounts, at the rate which would be payable on any outstanding ABR Loans that are (i) Extending RCF
Loans, in the case of such portion of such Letters of Credit constituting Extending U.S. RCF L/C
Obligation Exposure or Extending Canadian RCF L/C Obligation Exposure, and (ii) Non-Extending RCF
Loans, in the case of such portion of such Letter of Credit constituting Non-Extending U.S. RCF L/C
Obligation Exposure or Non-Extending Canadian RCF L/C Exposure, in each case which were then
overdue.




          3.6 Obligations Absolute. (a) Each of the U.S. Borrowers’ and the Canadian Borrowers’ obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances and
irrespective of any set-off, counterclaim or defense to payment which any such Borrower may have or
have had against an Issuing Lender, any L/C Participant or any beneficiary of a Letter of Credit,
provided that this paragraph shall not relieve any Issuing Lender or L/C Participant of any
liability resulting from the gross negligence or willful misconduct of such Issuing Lender or L/C
Participant (as determined in a final non-appealable decision issued by a court of competent
jurisdiction), or otherwise affect any defense or other right that any such Borrower may have as a
result of any such gross negligence or willful misconduct (as so determined).




          (b) Each U.S. Borrower and Canadian Borrower and each Lender also agree with each Issuing
Lender that such Issuing Lender and the L/C Participants shall not be responsible for, and such
Borrower’s Reimbursement Obligations under subsection 3.5(a) shall not be affected by, among other
things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent
or forged, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit
or any other party to which such Letter of Credit may be transferred or any claims whatsoever of
any Borrower against any beneficiary of such Letter of Credit or any such transferee,
provided that this paragraph shall not relieve any Issuing Lender or L/C Participant of any
liability resulting from the gross negligence or willful misconduct of such Issuing Lender or L/C
Participant (as determined in a final non-appealable decision issued by a court of competent
jurisdiction), or otherwise affect any defense or other right that any Borrower may have as a
result of any such gross negligence or willful misconduct (as so determined).




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          (c) Neither any Issuing Lender nor any L/C Participant shall be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any message or advice,
however transmitted, in connection with any Letter of Credit, except for errors or omissions caused
by such Person’s gross negligence or willful misconduct (as determined in a final non-appealable
decision issued by a court of competent jurisdiction).




          (d) Each U.S. Borrower and Canadian Borrower agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents,
if done in the absence of gross negligence or willful misconduct (as determined in a final
non-appealable decision issued by a court of competent jurisdiction) and in accordance with the
standards of care specified in the Uniform Commercial Code of the State of New York, shall be
binding on each such Borrower and shall not result in any liability of any Issuing Lender or L/C
Participant to any Borrower.




          3.7 L/C Payments. If any drafts or document(s) shall be presented for payment under any Letter of Credit, the
applicable Issuing Lender shall promptly notify the applicable U.S. Borrower or Canadian Borrower
of the date and amount thereof. The responsibility of an Issuing Lender to such Borrower in
respect of any Letter of Credit in connection with any drafts or document(s) presented for payment
under such Letter of Credit shall, in addition to any payment obligation expressly provided for in
such Letter of Credit, be limited to determining that the documents (including each draft)
delivered under such Letter of Credit in connection with such presentment are in conformity with
such Letter of Credit, provided that this paragraph shall not relieve such Issuing Lender
of any liability resulting from the gross negligence or willful misconduct of such Issuing Lender,
or otherwise affect any defense or other right that any Borrower may have as a result of any such
gross negligence or willful misconduct (in each case, as determined in a final non-appealable
decision issued by a court of competent jurisdiction).




          3.8 L/C Request. To the extent that any provision of any L/C Request related to any Letter of Credit is
inconsistent with the provisions of this Section 3, the provisions of this Section
3 shall control.




          3.9 Additional Issuing Lenders. Any U.S. Borrower or Canadian Borrower may, at any time and from time to time with the
consent of the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable (which
consent shall not be unreasonably withheld or delayed), and such Lender, designate one or more
additional Canadian RCF Lenders or U.S. RCF Lenders, as applicable, to act as an issuing lender
under the terms of this Agreement. Any Lender designated as an issuing lender pursuant to this
subsection 3.9 shall be deemed to be an “Issuing Lender” (in addition to being a Lender) in respect
of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of
Credit, such term shall thereafter apply to the other Issuing Lender or Issuing Lenders and such
Lender.




          3.10 Letter of Credit Back-Stop Arrangements. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that
a Lender Default exists with respect to any RCF Lender, no Issuing Lender shall be required to
issue, renew, extend or amend any Letter of Credit in which the relevant Deteriorating Lender would
have a participation pursuant to subsection 3.4, unless such Issuing Lender has entered into
arrangements with the Borrowers




91









 







reasonably satisfactory to it and the Borrower to eliminate such
Issuing Lender’s risk with respect to each Deteriorating Lender’s participation in Letters of
Credit issued by such Issuing Lender (which arrangements are hereby consented to by the Lenders),
including by the Borrowers cash collateralizing each Deteriorating Lender’s Extending U.S. RCF
Commitment Percentage, Extending Canadian RCF Commitment Percentage, Non-Extending U.S. RCF
Commitment Percentage or Non-Extending Canadian RCF Commitment Percentage, as the case may be, of
the L/C Obligations with respect to such Letters of Credit (such arrangements, the “Letter of
Credit Back-Stop Arrangements”).




          (b) If any Lender becomes a Deteriorating Lender at any time that any Letter of Credit issued
by any Issuing Lender and in which it has a participation pursuant to subsection 3.4 is
outstanding, the Borrower shall enter into the applicable Letter of Credit Back-Stop Arrangements
with such Issuing Lender no later than 10 Business Days after the date such Lender becomes a
Deteriorating Lender.




          3.11 Converting Letters of Credit. (a) It is acknowledged and agreed that, on the Restatement Effective Date, with respect to
each of the Letters of Credit which were issued under this Agreement prior to the Restatement
Effective Date and which remain outstanding on the Restatement Effective Date (each such Letter of
Credit, a “Converting Letter of Credit” and, collectively, the “Converting Letters of
Credit”) and any related Unpaid Drawings, there shall be (i) an automatic adjustment to the
Extending U.S. RCF L/C Obligation Exposure, the Non-Extending U.S. RCF L/C Obligation Exposure, the
Extending Canadian RCF L/C Obligation Exposure and the Non-Extending Canadian RCF L/C Obligation
Exposure, as applicable, so that the Extending U.S. RCF L/C Obligation Exposure, the Non-Extending
U.S. RCF L/C Obligation Exposure, the Extending Canadian RCF L/C Obligation Exposure and the
Non-Extending Canadian RCF L/C Obligation Exposure, as applicable, arising from each such
Converting Letter of Credit and any related Unpaid Drawing is allocated with respect to Letters of
Credit issued under the U.S. RC
Facilities and the Canadian RC Facilities, as applicable, ratably between the Extending U.S.
RC Facility and the Non-Extending U.S. RC Facility or the Extending Canadian RC Facility and the
Non-Extending Canadian RC Facility, as applicable, based on the relative amounts of the Total
Extending U.S. RCF Commitments and the Total Non-Extending U.S. RCF Commitments or the Total
Extending Canadian RCF Commitments and the Total Non-Extending Canadian RCF Commitments, as
applicable, and (ii) an automatic adjustment to the participations therein held by the Lenders
pursuant to subsection 3.4(a), so that the undivided participations and interests of the RCF
Lenders in each such Converting Letter of Credit and any related Unpaid Drawing are allocated with
respect to Letters of Credit issued under the U.S. RC Facilities and the Canadian RC Facilities, as
applicable, ratably within each of the Extending U.S. RC Facility and the Non-Extending U.S. RC
Facility or the Extending Canadian RC Facility and the Non-Extending Canadian RC Facility, as
applicable, based on the Extending U.S. RCF Commitment Percentages, the Non-Extending U.S. RCF
Commitment Percentages, the Extending Canadian RCF Commitment Percentages and the Non-Extending
Canadian RCF Commitment Percentages, as the case may be, of such RCF Lenders.




          (b) It is acknowledged and agreed that, on the date of any conversion of any Non-Extending
RCF Commitment into Extending RCF Commitments, or any increase or new provision of Extending RCF
Commitments, in each case pursuant to subsection 2.6, with respect to each of the Letters of Credit
which were issued under this Agreement prior to the date of such



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conversion, increase or provision
and which remain outstanding on such date (each such Letter of Credit, a “Section 2.6
Converting Letter of Credit” and, collectively, the “Section 2.6 Converting Letters of
Credit”) and any related Unpaid Drawings, there shall be (i) with respect to each Section 2.6
Converting Letter of Credit other than an Extending Letter of Credit, an automatic adjustment to
the Extending U.S. RCF L/C Obligation Exposure, the Non-Extending U.S. RCF L/C Obligation Exposure,
the Extending Canadian RCF L/C Obligation Exposure and the Non-Extending Canadian RCF L/C
Obligation Exposure, as applicable, so that the Extending U.S. RCF L/C Obligation Exposure, the
Non-Extending U.S. RCF L/C Obligation Exposure, the Extending Canadian RCF L/C Obligation Exposure
and the Non-Extending Canadian RCF L/C Obligation Exposure, as applicable, arising from each such
Section 2.6 Converting Letter of Credit and any related Unpaid Drawing is allocated with respect to
Letters of Credit issued under the U.S. RC Facilities and the Canadian RC Facilities, as
applicable, ratably between the Extending U.S. RC Facility and the Non-Extending U.S. RC Facility
or the Extending Canadian RC Facility and the Non-Extending Canadian RC Facility, as applicable,
based on the relative amounts of the Total Extending U.S. RCF Commitments and the Total
Non-Extending U.S. RCF Commitments or the Total Extending Canadian RCF Commitments and the Total
Non-Extending Canadian RCF Commitments, as applicable, (ii) with respect to each Section 2.6
Converting Letter of Credit other than an Extending Letter of Credit, an automatic adjustment to
the participations therein held by the Lenders pursuant to subsection 3.4(a), so that the undivided
participations and interests of the RCF Lenders in each such Section 2.6 Converting Letter of
Credit and any related Unpaid Drawing are allocated with respect to such Section 2.6 Converting
Letters of Credit issued under the U.S. RC Facilities and the Canadian RC Facilities, as
applicable, ratably within each of the Extending U.S. RC Facility and the Non-Extending U.S. RC
Facility or the Extending Canadian RC Facility and the Non-Extending Canadian RC Facility, as
applicable, based on the Extending U.S. RCF Commitment Percentages, the Non-Extending U.S. RCF
Commitment Percentages, the Extending Canadian RCF Commitment Percentages and the Non-Extending
Canadian RCF Commitment Percentages, as the case may
be, of such RCF Lenders, and (iii) with respect to each Section 2.6 Converting Letter of
Credit that is an Extending Letter of Credit, an automatic adjustment to the participations therein
held by the Lenders pursuant to subsection 3.4(a), so that the undivided participations and
interests of the RCF Lenders in each such Section 2.6 Converting Letter of Credit and any related
Unpaid Drawing are allocated with respect to such Section 2.6 Letters of Credit issued under the
U.S. RC Facilities and the Canadian RC Facilities, as applicable, ratably within the Extending U.S.
RC Facility or the Extending Canadian RC Facility, as applicable, based on the Extending U.S. RCF
Commitment Percentages or the Extending Canadian RCF Commitment Percentages, as the case may be, of
such RCF Lenders.




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          Section 4. General Provisions Applicable to Loans and Letters of Credit.




          4.1 Interest Rates and Payment Dates. (a) Each Eurocurrency Loan shall bear interest for each day during each Interest Period
with respect thereto at a rate per annum equal to the Eurocurrency Rate determined for such day
plus the Applicable Margin in effect for such day with respect to such Loan. BA Fees
payable in respect of each B/A Instrument shall be paid by the Canadian Borrowers at the time of
the incurrence (by way of acceptance, purchase or otherwise) of each Bankers’ Acceptance Loan.




          (b) Each ABR Loan (other than a Canadian RCF Loan made to a Canadian Borrower) shall bear
interest for each day that it is outstanding at a rate per annum equal to the ABR for such day
plus the Applicable Margin in effect for such day with respect to such Loan. Each ABR Loan
that is a Canadian RCF Loan made to a Canadian Borrower shall bear interest for each day that it is
outstanding at a rate per annum equal to the Canadian Prime Rate in effect for such day
plus the Applicable Margin in effect for such day with respect to such Loan.




          (c) If all or a portion of (i) the principal amount of any Loan, (ii) any interest payable
thereon or (iii) any commitment fee, letter of credit commission, letter of credit fee or other
amount payable hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is
(x) in the case of overdue principal, the rate that would otherwise be applicable thereto pursuant
to the relevant foregoing provisions of subsections 4.1(a) and (b) plus 2.00%, (y) in the
case of overdue interest, the rate that would be otherwise applicable to principal of the related
Loan pursuant to the relevant foregoing provisions of subsections 4.1(a) and (b) plus 2.00%
and (z) in the case of fees, commissions or other amounts, (A) (1) with respect to fees,
commissions or other amounts relating to (or calculated by reference to pricing margins applicable
to) Extending RCF Loans, the rate described in paragraph (b) of this subsection for ABR Loans that
are Extending RCF Loans or (2) with respect to fees, commissions or other amounts relating to (or
calculated by reference to pricing margins applicable to) Non-Extending RCF Loans, the rate
described in paragraph (b) of this subsection for ABR Loans that are Non-Extending RCF Loans (or,
in the case of any such fees, commissions or other amounts owing by the Canadian Borrowers, (1)
with respect to fees, commissions or other amounts relating to (or calculated by reference to
pricing margins applicable to) Extending RCF Loans, the rate described in
paragraph (b) of this subsection for ABR Loans that are Extending Canadian RCF Loans made to a
Canadian Borrower or (2) with respect to fees, commissions or other amounts relating to (or
calculated by reference to pricing margins applicable to) Non-Extending Canadian RCF Loans, the
rate described in paragraph (b) of this subsection for ABR Loans that are Non-Extending RCF Loans
made to a Canadian Borrower) plus (B) 2.00%, in each case from the date of such non-payment
until such amount is paid in full (after as well as before judgment).




          (d) Interest shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this subsection shall be payable from time to time
on demand.




          (e) It is the intention of the parties hereto to comply strictly with applicable usury laws;
accordingly, it is stipulated and agreed that the aggregate of all amounts which constitute
interest under applicable usury laws, whether contracted for, charged, taken, reserved,




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or received, in connection with the indebtedness evidenced by this Agreement or any Notes, or any
other document relating or referring hereto or thereto, now or hereafter existing, shall never
exceed under any circumstance whatsoever the maximum amount of interest allowed by applicable usury
laws.




          (f) Notwithstanding anything to the contrary contained in this Agreement or in any other Loan
Document, solely to the extent that a court of competent jurisdiction finally determines that the
calculation or determination of interest or any fee payable by the Canadian Borrowers in respect of
their obligations pursuant to this Agreement and the other Loan Documents shall be governed by or
subject to the laws of any province of Canada or the federal laws of Canada:





     (i) if any provision of this Agreement or of any of the other Loan Documents would
obligate the Canadian Borrowers to make any payment of interest or other amount payable to
any of the U.S. Administrative Agent, the Canadian Administrative Agent or any Lender under
this Agreement or any other Loan Document in an amount or calculated at a rate which would
be prohibited by law or would result in a receipt by any of the U.S. Administrative Agent,
the Canadian Administrative Agent or any Lender of interest at a criminal rate (as such
terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions,
such amount or rate shall be deemed to have been adjusted with retroactive effect to the
maximum amount or rate of interest, as the case may be, as would not be so prohibited by law
or so result in a receipt by the U.S. Administrative Agent, the Canadian Administrative
Agent or any Lender of interest at a criminal rate, such adjustment to be effected, to the
extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest
required to be paid to the U.S. Administrative Agent, the Canadian Administrative Agent or
any Lender under this subsection 4.1 and (2) thereafter, by reducing any fees, commissions,
premiums and other amounts required to be paid to the U.S. Administrative Agent, the
Canadian Administrative Agent or any Lender which would constitute “interest” for purposes
of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after
giving effect to all adjustments contemplated thereby, if the U.S. Administrative Agent, the
Canadian Administrative Agent or any Lender shall have received an amount in excess of the
maximum permitted by that Section of the Criminal Code (Canada), the
Canadian Borrowers shall be entitled, by notice in writing to the applicable U.S.
Administrative Agent, Canadian Administrative Agent or Lender, to obtain reimbursement from
such party in an amount equal to such excess and, pending such reimbursement, such amount
shall be deemed to be an amount payable by the applicable U.S. Administrative Agent,
Canadian Administrative Agent or Lender to the Canadian Borrowers. Any amount or rate of
interest referred to in this subsection 4.1(f)(i) shall be determined in accordance with
generally accepted actuarial practices and principles as an effective annual rate of
interest over the term that the applicable loan remains outstanding on the assumption that
any charges, fees or expenses that fall within the meaning of “interest” (as defined in the
Criminal Code (Canada)) and, in the event of a dispute, a certificate of a Fellow of the
Canadian Institute of Actuaries appointed by the Canadian Administrative Agent shall be
conclusive for the purposes of such determination; and



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     (ii) For purposes of the Interest Act (Canada) and with respect to Canadian Loan
Parties only:




     (A) whenever any interest or fee payable by the Canadian Borrowers is calculated using
a rate based on a year of three-hundred and sixty (360) days or three-hundred and sixty-five
(365) days, as the case may be, the rate determined pursuant to such calculation, when
expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of
three-hundred and sixty (360) days or three-hundred and sixty-five (365) days, as the case
may be, (y) multiplied by the actual number of days in the applicable calendar year in which
such rate is to be ascertained and (z) divided by three-hundred and sixty (360) or
three-hundred and sixty-five (365), as the case may be; and




     (B) all calculations of interest payable by the Canadian Borrowers under this Agreement
or any other Loan Document are to be made on the basis of the nominal interest rate
described herein and therein and not on the basis of effective yearly rates or on any other
basis which gives effect to the principle of deemed reinvestment of interest which principle
does not apply to any interest calculated under this Agreement or any Loan Document. The
parties hereto acknowledge that there is a material difference between the stated nominal
interest rates and the effective yearly rates of interest and that they are capable of
making the calculations required to determine such effective yearly rates of interest.




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          4.2 Conversion and Continuation Options (a) Subject to subsection 4.2(c), the
applicable Borrowers may elect from time to time to convert outstanding (i) RCF Loans made or
outstanding in Dollars from Eurocurrency Loans to ABR Loans and (ii) RCF Loans made or outstanding
in Canadian Dollars from Bankers’ Acceptance Loans to ABR Loans, in each case by giving the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, at least two (2) Business
Days’ prior irrevocable notice of such election, provided that any such conversion of
Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto and
any conversion of Bankers’ Acceptance Loans may only be made on the maturity date thereof and
otherwise in accordance with subsection 4.6(c). The Borrowers may elect from time to time to
convert outstanding RCF Loans made or outstanding in Dollars from ABR Loans to Eurocurrency Loans
outstanding in Dollars and, in each case by giving the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, at least three (3) Business Days’ prior irrevocable notice of
such election. Any such notice of conversion to Eurocurrency Loans outstanding in Dollars shall
specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of
any such notice the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable,
shall promptly notify each affected Lender thereof. All or any part of outstanding Eurocurrency
Loans made or outstanding in Dollars and ABR Loans may be converted as provided herein,
provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted
into a Eurocurrency Loan or Bankers’ Acceptance Loan when any Default or Event of Default has
occurred and is continuing and, in the case of any Default, the U.S. Administrative Agent has given
notice to the applicable Borrower that no such conversions may be made and (ii) no Loan may be
converted into a Eurocurrency Loan or Bankers’ Acceptance Loan after the date that is one (1) month
prior to the RCF Maturity Date applicable thereto.




          (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current
Interest Period with respect thereto by the applicable Borrowers giving notice to the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, at least three (3)
Business Days prior to the expiration of the then current Interest Period, of the length of the
next Interest Period to be applicable to such Loan, determined in accordance with the applicable
provisions of the term “Interest Period” set forth in subsection 1.1, provided that
no Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent)
when any Default or Event of Default has occurred and is continuing and, in the case of any
Default, the U.S. Administrative Agent has given notice to the applicable Borrower that no such
continuations may be made or (ii) after the date that is one (1) month prior to the RCF Maturity
Date therefor and provided, further, that if the applicable Borrower shall fail to
give any required notice as described above in this paragraph or if such continuation is not
permitted pursuant to the preceding proviso, such Eurocurrency Loans shall be automatically
converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any
such notice of continuation pursuant to this subsection 4.2(b), the U.S. Administrative Agent or
the Canadian Administrative Agent, as applicable, shall promptly notify each affected Lender
thereof.




          (c) Mandatory and voluntary conversions of Bankers’ Acceptance Loans into ABR Loans, or ABR
Loans into Bankers’ Acceptance Loans, or rollovers of Bankers’
Acceptance Loans shall be made in the circumstances, and to the extent, provided in subsection
4.6(c).




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          4.3 Minimum Amounts of Sets. All borrowings, conversions and continuations of Loans
hereunder and all selections of Interest Periods and terms to maturity hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate
principal amount of (i) Eurocurrency Loans comprising a Set shall be equal to $5,000,000 or a whole
multiple of $1,000,000 in excess thereof and (ii) Bankers’ Acceptance Loans comprising a Set shall
be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and so that there shall
not be more than 15 Sets at any one time outstanding.




          4.4 Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time
and from time to time prepay the Loans made to it (other than Bankers’ Acceptance Loans which may
not be prepaid prior to the maturity date of the underlying B/A Instrument) and the Reimbursement
Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to
subsection 4.12, without premium or penalty, upon at least three (3) Business Days’ irrevocable
notice by the applicable Borrower to the U.S. Administrative Agent or the Canadian Administrative
Agent, as applicable (in the case of Eurocurrency Loans outstanding in Dollars), at least one (1)
Business Day’s irrevocable notice by the applicable Borrower to the U.S. Administrative Agent or
the Canadian Administrative Agent, as applicable (in the case of (x) ABR Loans other than Swing
Line Loans and (y) Reimbursement Obligations) or same-day irrevocable notice by the applicable
Borrower to the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable (in
the case of Swing Line Loans); provided that, if a notice of prepayment in connection with
a repayment of all outstanding Obligations is given in connection with a conditional notice of
termination of Commitments as contemplated by subsection 2.3, then such notice of prepayment may be
revoked if such notice of termination is revoked in accordance with subsection 2.3. Such notice
shall specify (A) in the case of any prepayment of Loans, the identity of the prepaying Borrower,
the date and amount of prepayment and whether the prepayment is (i) of RCF Loans or Swing Line
Loans, or a combination thereof and (ii) of Eurocurrency Loans, ABR Loans or a combination thereof,
and, in each case if a combination thereof, the principal amount allocable to each and (B) in the
case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the
identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each
of such Reimbursement Obligations. Upon the receipt of any such notice the U.S. Administrative
Agent or the Canadian Administrative Agent, as applicable, shall promptly notify each affected
Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to
the proviso contained in the third preceding sentence) be due and payable on the date specified
therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest
Period applicable thereto) any amounts payable pursuant to subsection 4.12 and accrued interest to
such date on the amount prepaid. Prepayments of RCF Loans and the Reimbursement Obligations
pursuant to this subsection shall (unless the Parent Borrower otherwise directs) be applied,
first, to payment of the Swing Line Loans then outstanding, second, to payment of
the RCF Loans
then outstanding, third, to payment of any Reimbursement Obligations then
outstanding and, last, to cash collateralize any outstanding Bankers’ Acceptance
Loans or L/C Obligations on terms reasonably satisfactory to the U.S. Administrative Agent;
provided, further, that any pro rata calculations required to be made pursuant to
this subsection 4.4(a) in respect to any Loan denominated in Canadian Dollars shall be made on a
Dollar Equivalent basis. Partial prepayments pursuant to this subsection 4.4(a) shall be in
multiples of $1,000,000 (or, in the case of partial prepayments made by the Canadian Borrowers,
Cdn$1,000,000) (or, if the RCF Loans




98









 







then outstanding are less than $1,000,000 or Cdn$1,000,000, as
applicable, such lesser amount), provided that, notwithstanding the foregoing, any Loan may
be prepaid in its entirety.




          (b) If on or after the Closing Date (i) the Parent Borrower or any of its Subsidiaries shall
incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection
8.2, except as otherwise specified in subsection 8.2) pursuant to a public offering or private
placement or otherwise, (ii) the Parent Borrower or any of its Subsidiaries shall consummate an
Asset Sale, (iii) a Recovery Event occurs or (iv) the Parent Borrower or any of its Subsidiaries
shall enter into a Sale and Leaseback Transaction, then, in each case (other than with respect to
any prepayment of Loans required pursuant to subsection 8.2(s) in connection with an issuance of
First Lien Last Out Notes, in which case such dollar threshold shall not apply), to the extent that
and for so long as Available RCF Commitments are less than $250,000,000 immediately after giving
effect to such incurrence of Indebtedness, Asset Sale, Recovery Event or Sale and Leaseback
Transaction, the relevant Borrowers shall prepay, in accordance with subsection 4.4(e), the Loans
(other than Bankers’ Acceptance Loans which may not be prepaid prior to the maturity date of the
underlying B/A Instrument) and cash collateralize the Bankers’ Acceptance Loans and the L/C
Obligations in an amount equal to the lesser of: (A) (x) in the case of the incurrence of any such
Indebtedness, 100% of the Net Cash Proceeds thereof; (y) in the case of any such Asset Sale or
Recovery Event, 100% of the Net Cash Proceeds thereof minus any Reinvested Amounts; and (z)
in the case of any such Sale and Leaseback Transaction, 100% of the Net Cash Proceeds thereof and
(B) the amount of such prepayments required in order for Available RCF Commitments to be
$250,000,000 or more (provided that with respect to any prepayment of Loans required
pursuant to subsection 8.2(s) in connection with an issuance of First Lien Last Out Notes, the
required amount of such prepayment shall be determined without giving effect to preceding clause
(B)), in each case with such prepayment to be made no later than the Business Day following the
date of receipt of any such Net Cash Proceeds except that, in the case of clause (y), if any such
Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term
“Reinvested Amount” in subsection 1.1 and the Parent Borrower has not elected to reinvest
such proceeds (or portion thereof, as the case may be), such prepayment to be made on the earlier
of (1) the date on which the certificate of a Responsible Officer of the Parent Borrower to such
effect is delivered to the U.S. Administrative Agent in accordance with such definition and (2) the
last day of the period within which a certificate setting forth such election is required to be
delivered in accordance with such definition). Nothing in this paragraph (b) shall limit the
rights of the Agents and the Lenders set forth in Section 9.




          (c) (i) On any day (other than during an Agent Advance Period) on which the Aggregate U.S. RCF
Lender Exposure or the unpaid balance of Extensions of Credit to, or for the account of, the U.S.
Borrowers exceeds the difference of (A) the U.S. Borrowing Base at such time (based on the
Borrowing Base Certificate last delivered) minus (B) the sum of the excess of (x) (1)  the
Aggregate Canadian RCF Lender Exposure (with respect to the Canadian
Borrowers) over (2) the Canadian Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered) and (y) the unpaid balance of Extensions of Credit to, or for the
account of, Canadian Finco, the U.S. Borrowers shall prepay on such day the principal of
outstanding Canadian RCF Loans made to the U.S. Borrowers and, if required, U.S. RCF Loans in an
amount equal to such excess. If, after giving effect to the prepayment of all outstanding Canadian
RCF Loans made to the U.S. Borrowers and U.S. RCF Loans, the aggregate amount of




99









 







the U.S. RCF L/C
Obligations and the Canadian RCF L/C Obligations with respect to the U.S. Borrowers exceeds the
difference of (A) the U.S. Borrowing Base at such time (based on the Borrowing Base Certificate
last delivered) minus (B) the excess of (1) the Aggregate Canadian RCF Lender Exposure
(with respect to the Canadian Borrowers) over (2) the Canadian Borrowing Base at such time (based
on the Borrowing Base Certificate last delivered), the U.S. Borrowers shall pay to the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, at the Payment Office on
such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a
maximum amount equal to such L/C Obligations at such time), such cash and/or Cash Equivalents to be
held as security for all obligations of the U.S. Borrowers to the Issuing Lenders and the U.S. RCF
Lenders hereunder ratably in accordance with the Obligations relating to the U.S. RC Facility then
held by such U.S. RCF Lender in a cash collateral account to be established by, and under the sole
dominion and control of, the U.S. Administrative Agent.




          (ii) Without duplication of any mandatory prepayment required under subsection 4.4(c)(i)
above, on any day (other than during an Agent Advance Period) on which the Aggregate Canadian RCF
Lender Exposure with respect to the Canadian Borrowers exceeds the sum of (A) the Canadian
Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) plus
(B) the excess of (1) the U.S. Borrowing Base (based on the Borrowing Base Certificate last
delivered) over (2) the unpaid balance of Extensions of Credit to, or for the account of, the U.S.
Borrowers and Canadian Finco, the Canadian Borrowers shall prepay on such day the principal of
Canadian RCF Loans made to them (other than Bankers’ Acceptance Loans where the underlying B/A
Instruments have not matured) in an amount equal to such excess. If, after giving effect to the
prepayment of all outstanding Canadian RCF Loans (other than Bankers’ Acceptance Loans where the
underlying B/A Instruments have not matured), the aggregate amount of outstanding Bankers’
Acceptance Loans and the Canadian RCF L/C Obligations with respect to the Canadian Borrowers
exceeds the sum of (A) the Canadian Borrowing Base at such time (based on the Borrowing Base
Certificate last delivered) plus (B) the excess of (1) the U.S. Borrowing Base (based on
the Borrowing Base Certificate last delivered) over (2) the unpaid balance of Extensions of Credit
to, or for the account of, the U.S. Borrowers and Canadian Finco, the Canadian Borrowers shall pay
to the Canadian Administrative Agent at the Payment Office on such day an amount of cash and/or
Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the sum of the
aggregate face amount of the outstanding Bankers’ Acceptance Loans and the amount of the Canadian
RCF L/C Obligations at such time), such cash and/or Cash Equivalents to be held as security for all
obligations of the Canadian Borrowers to the applicable Issuing Lenders and the Canadian RCF
Lenders hereunder ratably in accordance with the Obligations relating to the Canadian RC Facility
then held by such Canadian RCF Lender in a cash collateral account to be established by, and under
the sole dominion and control of, the Canadian Administrative Agent.




          (iii) On any day on which the Aggregate Non-Extending U.S. RCF Lender Exposure exceeds the
Total Non-Extending U.S. RCF Commitment at such time, the U.S. Borrowers shall prepay on such day
the principal of Non-Extending U.S. RCF Loans in an amount equal to such excess. If, after giving
effect to the prepayment of all outstanding Non-Extending U.S. RCF Loans, the aggregate amount of
the Non-Extending U.S. RCF L/C Obligation Exposure exceeds the Total Non-Extending U.S. RCF
Commitment at such time, the U.S. Borrowers shall pay to the U.S. Administrative Agent at the
Payment Office on such day an




100









 







amount of cash and/or Cash Equivalents equal to the amount of such
excess (up to a maximum amount equal to the Non-Extending U.S. RCF L/C Obligation Exposure at such
time), such cash and/or Cash Equivalents to be held as security for all obligations of the U.S.
Borrowers to the applicable Issuing Lenders and the Non-Extending U.S. RCF Lenders hereunder in a
cash collateral account to be established by, and under the sole dominion and control of, the U.S.
Administrative Agent.




          (iv) On any day on which the Aggregate Extending U.S. RCF Lender Exposure exceeds the Total
Extending U.S. RCF Commitment at such time, the U.S. Borrowers shall prepay on such day the
principal of Extending U.S. RCF Loans in an amount equal to such excess. If, after giving effect
to the prepayment of all outstanding Extending U.S. RCF Loans, the aggregate amount of the
Extending U.S. RCF L/C Obligation Exposure exceeds the Total Extending U.S. RCF Commitment at such
time, the U.S. Borrowers shall pay to the U.S. Administrative Agent at the Payment Office on such
day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum
amount equal to the Extending U.S. RCF L/C Obligation Exposure at such time), such cash and/or Cash
Equivalents to be held as security for all obligations of the U.S. Borrowers to the applicable
Issuing Lenders and the Extending U.S. RCF Lenders hereunder in a cash collateral account to be
established by, and under the sole dominion and control of, the U.S. Administrative Agent.




          (v) On any day on which the Aggregate Non-Extending Canadian RCF Lender Exposure exceeds the
Total Non-Extending Canadian RCF Commitment at such time, the Canadian Borrowers and, if
applicable, the U.S. Borrowers shall prepay on such day the principal of Non-Extending Canadian RCF
Loans (other than Bankers’ Acceptance Loans where the underlying B/A Instruments have not matured)
in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding
Non-Extending Canadian RCF Loans (other than Bankers’ Acceptance Loans where the underlying B/A
Instruments have not matured), the Dollar Equivalent of the aggregate amount of the Non-Extending
Canadian RCF L/C Obligation Exposure and the aggregate face amount of the outstanding Bankers’
Acceptance Loans that are Non-Extending Canadian RCF Loans exceeds the Total Non-Extending Canadian
RCF Commitment at such time, the Canadian Borrowers and, if applicable, the U.S. Borrowers shall
pay to the Canadian Administrative Agent at the Payment Office on such day an amount of cash and/or
Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the sum of the
aggregate face amount of the outstanding Bankers’ Acceptance Loans that are Non-Extending Canadian
RCF Loans and the aggregate amount of the Non-Extending Canadian RCF L/C Obligation Exposure at
such time), such cash and/or Cash Equivalents to be held as security for all obligations of the
Canadian Borrowers or the U.S. Borrowers, as applicable, to the applicable Issuing Lenders and the
Extending Canadian RCF Lenders hereunder in a cash collateral account to be established by, and
under the sole dominion and control of, the Canadian Administrative Agent.




          (vi) On any day on which the Aggregate Extending Canadian RCF Lender Exposure exceeds the
Total Extending Canadian RCF Commitment at such time, the Canadian Borrowers and, if applicable,
the U.S. Borrowers shall prepay on such day the principal of Extending Canadian RCF Loans (other
than Bankers’ Acceptance Loans where the underlying B/A Instruments have not matured) in an amount
equal to such excess. If, after giving effect to the prepayment of all outstanding Extending
Canadian RCF Loans (other than Bankers’




101









 







Acceptance Loans where the underlying B/A Instruments have
not matured), the Dollar Equivalent of the aggregate amount of the Extending Canadian RCF L/C
Obligation Exposure and the aggregate face amount of the outstanding Bankers’ Acceptance Loans that
are Extending Canadian RCF Loans exceeds the Total Extending Canadian RCF Commitment at such time,
the Canadian Borrowers and, if applicable, the U.S. Borrowers shall pay to the Canadian
Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents
equal to the amount of such excess (up to a maximum amount equal to the sum of the aggregate face
amount of the outstanding Bankers’ Acceptance Loans that are Extending Canadian RCF Loans and the
aggregate amount of the Extending Canadian RCF L/C Obligation Exposure at such time), such cash
and/or Cash Equivalents to be held as security for all obligations of the Canadian Borrowers or the
U.S. Borrowers, as applicable, to the applicable Issuing Lenders and the Extending Canadian RCF
Lenders hereunder in a cash collateral account to be established by, and under the sole dominion
and control of, the Canadian Administrative Agent.




          (vii) On any day (other than during an Agent Advance Period) on which the unpaid balance of
Extensions of Credit to, or for the account of, Canadian Finco exceeds the difference of (A) the
U.S. Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)
minus (B) the sum of (x) the excess of (1) the amount of the Aggregate Canadian RCF Lender
Exposure (with respect to the Canadian Borrowers) over (2) the Canadian Borrowing Base at such time
(based on the Borrowing Base Certificate last delivered) and (y) the unpaid balance of Extensions
of Credit to, or for the account of, the U.S. Borrowers, Canadian Finco shall prepay on such day
the principal of outstanding Canadian RCF Loans made to Canadian Finco in an amount equal to such
excess.




          (d) The U.S. Borrowers shall prepay all Swing Line Loans then outstanding simultaneously with
each borrowing by them of RCF Loans.




          (e) Prepayments pursuant to subsection 4.4(b) shall be applied as follows:





	 	(i)	 	first, to make any mandatory repayments
required pursuant to subsection 4.4(c); provided that, any
proceeds received by the Canadian Borrowers or any of their respective
Subsidiaries and required to be used for a mandatory prepayment pursuant
to subsection 4.4(b) shall be applied solely to Canadian RCF Loans
outstanding and/or to cash collateralize Bankers’ Acceptance Loans and
Canadian RCF L/C Obligations;
	 
	 	(ii)	 	second, to prepay all RCF Loans on a
pro rata basis; provided that, any proceeds
received by the Canadian Borrowers or any of their respective
Subsidiaries and required to be used for a mandatory prepayment pursuant
to Section 4.4(b) shall be applied solely to Canadian RCF
Loans outstanding and/or to cash collateralize Bankers’ Acceptance Loans
and Canadian RCF L/C Obligations; and
	 
	 	(iii)	 	third, to repay all remaining obligations
payable pursuant to this Agreement.




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Notwithstanding anything to the contrary contained in this clause (e), in no event shall
prepayments made by the Canadian Borrowers pursuant to subsection 4.4(b) be applied to repay Loans
made to or other obligations of the U.S. Borrowers or Canadian Finco.




          (f) For avoidance of doubt, except as otherwise provided for in subsection 8.2(s), no RCF
Commitments shall be correspondingly reduced by the amount of any prepayments of RCF Loans,
payments of Reimbursement Obligations and cash collateralizations of L/C Obligations, in each case,
made under subsection 4.4(b) or 4.4(c).




          (g) Notwithstanding the foregoing provisions of this subsection 4.4, if at any time any
prepayment of the Loans pursuant to subsection 4.4(a), 4.4(b) or 4.4(c) would result, after giving
effect to the procedures set forth in this Agreement, in any Borrower incurring breakage costs
under subsection 4.12 as a result of Eurocurrency Loans being prepaid other than on the last day of
an Interest Period with respect thereto, then, the relevant Borrower may, so long as no Default or
Event of Default shall have occurred and be continuing, in its sole discretion, initially (i)
deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of
such Eurocurrency Loans with the U.S. Administrative Agent (which deposit must be equal in amount
to the amount of such Eurocurrency Loans not immediately prepaid), to be held as security for the
obligations of such Borrowers to make such prepayment pursuant to a cash collateral agreement to be
entered into on terms reasonably satisfactory to the U.S. Administrative Agent with such cash
collateral to be directly applied upon the first occurrence thereafter of the last day of an
Interest Period with respect to such Eurocurrency Loans (or such earlier date or dates as shall be
requested by such Borrower) or (ii) make a prepayment of the RCF Loans in accordance with
subsection 4.4(a) with an amount equal to a portion (up to 100%) of the amounts that otherwise
would have been paid in respect of such Eurocurrency Loans (which prepayment, together with any
deposits pursuant to clause (i) above, must be equal in amount to the amount of such Eurocurrency
Loans not immediately prepaid); provided that, notwithstanding anything in this Agreement
to the contrary, none of the Borrowers may request any Extension of Credit under the Commitments
that would reduce the aggregate amount of the Available RCF Commitments to an amount that is less
than the amount of such prepayment until the related portion of such Eurocurrency Loans has been
prepaid upon the first occurrence thereafter of the last day of an Interest Period with respect to
such Eurocurrency Loans; provided that, in the case of either clause (i) or (ii), such
unpaid Eurocurrency Loans shall continue to bear interest in accordance with subsection 4.1 until
such unpaid Eurocurrency Loans or the related portion of such Eurocurrency Loans have or has been
prepaid.




          4.5 Commitment Fees; U.S. Administrative Agent’s Fee; Other Fees. (a) (i) Each U.S.
Borrower agrees to pay to the U.S. Administrative Agent, for the account of each Extending U.S. RCF
Lender, and each Canadian Borrower agrees to pay to the Canadian Administrative Agent, for the
account of each Extending Canadian RCF Lender, a commitment fee during the Extending RCF Commitment
Period, computed at the Extending
Commitment Fee Rate on the average daily amount of the Unutilized Extending RCF Commitment of
such Extending RCF Lender during the period for which payment is made, payable quarterly in arrears
on the last day of each March, June, September and December and on the Extending RCF Maturity Date
or such earlier date as the Extending RCF Commitments shall terminate as provided herein,
commencing on September 30, 2009; and (ii) each U.S. Borrower agrees to pay to the U.S.
Administrative Agent, for the account of each Non-Extending U.S. RCF Lender, and




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each Canadian
Borrower agrees to pay to the Canadian Administrative Agent, for the account of each Non-Extending
Canadian RCF Lender, a commitment fee during the Non-Extending RCF Commitment Period, computed at
the Non-Extending Commitment Fee Rate on the average daily amount of the Unutilized Non-Extending
RCF Commitment of such Non-Extending RCF Lender during the period for which payment is made,
payable quarterly in arrears on the last day of each March, June, September and December and on the
Non-Extending RCF Maturity Date or such earlier date as the Non-Extending RCF Commitments shall
terminate as provided herein, commencing on December 31, 2006.




          (b) The U.S. Borrowers and the Canadian Borrowers agree to pay to the U.S. Administrative
Agent or the Canadian Administrative Agent, as applicable, and the Lead Arrangers any fees in the
amounts and on the dates as may be agreed to in writing by Holdings, any Affiliate of Holdings, the
Lead Arrangers and the U.S. Administrative Agent in connection with this Agreement.




          (c) In addition to the foregoing commissions and fees, each U.S. Borrower and Canadian
Borrower agrees to pay, on the Restatement Effective Date, to the U.S. Administrative Agent for the
account of each Lender which provides an Extending U.S. RCF Commitment and/or an Extending Canadian
RCF Commitment pursuant to the Second Amendment, a non-refundable commitment fee as provided in the
Second Amendment.




          (d) The Borrowers agree to pay to the U.S. Administrative Agent for distribution to each
Non-Defaulting Lender with an Additional Extending RCF Commitment such upfront fees, if any, as are
specified in the Additional Extending RCF Commitment Agreement pursuant to which such Additional
Extending RCF Commitment has been provided, with such upfront fees, if any, to be payable at the
times set forth in such Additional Extending RCF Commitment
Agreement;  provided that the amount
of any such upfront fees paid to any such Additional Extending RCF
Lender in connection with the provision of any Additional Extending
RCF Commitments within 90
days after the Restatement Effective Date shall not exceed the amount
of fees paid pursuant to subsection 4.5(c) to any Lender that
provided a comparable amount of Extending RCF Commitments pursuant to
the Second Amendment.




          4.6 Computation of Interest and Fees. (a) Interest (other than interest based on the
Prime Rate, Canadian Prime Rate or BA Rate) and commitment fees shall be calculated on the basis of
a 360-day year for the actual days elapsed; and interest based on the Prime Rate or Canadian Prime
Rate shall be calculated on the basis of a 365-day year (or 366-day year, as the case may be) day
year for the actual days elapsed. BA Fees shall be calculated on the basis of a 365-day year for
the actual days elapsed. The U.S. Administrative Agent or the Canadian Administrative Agent, as
applicable, shall as soon as practicable notify the Parent Borrower and the affected Lenders of
each determination of a Eurocurrency Rate. Any change in the interest rate on a Loan resulting
from a change in the ABR, the Canadian Prime Rate or the Eurocurrency Reserve Requirements shall
become effective as of the opening of business on the day on which such change becomes effective.
The U.S. Administrative Agent or the Canadian Administrative Agent, as applicable,
shall as soon as practicable notify the Parent Borrower and the affected Lenders of the
effective date and the amount of each such change in interest rate.




          (b) Each determination of an interest rate by the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, pursuant to any provision of this Agreement shall be
conclusive and binding on each of the Borrowers and the Lenders in the absence of manifest error.
The U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, shall, at the
request of the Parent Borrower or any Lender, deliver to the Parent




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Borrower or such Lender a
statement showing in reasonable detail the calculations used by the U.S. Administrative Agent or
the Canadian Administrative Agent, as applicable, in determining any interest rate pursuant to
subsection 4.1, excluding any Eurocurrency Base Rate which is based upon the Telerate British
Bankers Assoc. Interest Settlement Rates Page and any ABR Loan which is based upon the Prime Rate
or the Canadian Prime Rate.




          (c) Bankers’ Acceptances.




          (i) Acceptances and Drafts. Each Canadian Lender severally agrees, on the terms and
conditions of this Agreement and from time to time on any Business Day prior to the date which is
thirty (30) days prior to the respective RCF Maturity Date (A) in the case of any Canadian Lender
which is not a Non BA Lender, to create Bankers’ Acceptances by accepting Drafts and to purchase
such Bankers’ Acceptances in accordance with subsection 4.6(c)(iv) and (B) in the case of a Non BA
Lender, to purchase completed Drafts (which have not and will not be accepted by such Lender or any
other Canadian Lender) in accordance with subsection 4.6(c)(iv).




          (ii) Term. Each Draft presented by a Canadian Borrower shall (A) be in a minimum Face
Amount of Cdn$1,000,000 and in an integral multiple of Cdn$100,000, (B) be dated the date of the
making of such Bankers’ Acceptance Loan and (C) mature and be payable by the Canadian Borrower (in
common with all other Drafts presented in connection with such Bankers’ Acceptance Loan) on a
Business Day which occurs approximately thirty (30), sixty (60), ninety (90) or one-hundred and
eighty (180) days (or such longer or shorter period as the Canadian Administrative Agent may agree)
at the election of the Canadian Borrower after the Borrowing Date and on or prior to the date which
is thirty (30) days prior to the respective RCF Maturity Date.




          (iii) BA Rate. On each Borrowing Date or other date on which Bankers’ Acceptances are
to be accepted, the U.S. Administrative Agent or the Canadian Administrative Agent shall advise the
applicable Canadian Borrowers as to such Agent’s determination of the applicable BA Rate for the
Bankers’ Acceptance Loans.




          (iv) Purchase. Not later than 12:30 P.M. (New York City time) on an applicable
Borrowing Date (or at such other time as to which the Canadian Administrative Agent shall notify
the relevant Canadian Borrower reasonably in advance of the Borrowing Date with respect thereto),
each applicable Canadian Lender shall complete one or more Drafts in accordance with the notice of
Borrowing given in accordance with subsection 2.2 and either (x) accept the Drafts and purchase the
Bankers’ Acceptances so created for an amount equal to the BA Proceeds less the BA Fee payable with
respect to such Drafts, or (y) purchase the Drafts for
an amount equal to the BA Proceeds less the BA Fee payable with respect to such Drafts. In
each case, upon receipt of the amount equal to the BA Proceeds less the BA Fee payable with respect
to such Drafts and upon fulfillment of the conditions set forth in Section 6, as
applicable, the Canadian Administrative Agent shall apply such amount as follows: (i) remit to the
Canadian Borrower (in the case of the making of a Canadian RCF Loan), (ii) prepay ABR Loans under
the applicable Canadian RC Facility (which shall




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constitute a conversion of the applicable Canadian
RCF Loans from ABR Loans to Bankers’ Acceptance Loans) or (iii) pay Bankers’ Acceptance Loans under
the applicable Canadian RC Facility maturing on such date (which shall constitute a continuation of
Bankers’ Acceptance Loans to new Bankers’ Acceptance Loans), provided that in the case of
any such conversion or continuation of Loans, the Canadian Borrower shall pay to the Canadian
Administrative Agent for account of the applicable Canadian Lenders such additional amounts, if
any, as shall be necessary to effect the prepayment in full of the respective ABR Loans being
prepaid, or the Bankers’ Acceptance Loans maturing, as the case may be, on such date and
provided, further, that no Bankers’ Acceptance Loan will be available, upon
creation, purchase, conversion or continuation or rollover or otherwise, (i) (unless the Required
Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing,
and, in the case of any Default, the Canadian Administrative Agent has given notice to the Canadian
Borrowers that no such continuations, conversions or rollovers may be made or (ii) after the date
which is thirty (30) days prior to the applicable RCF Maturity Date.




          (v) Sale. Each Canadian Lender may from time to time hold, sell, rediscount or
otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.




          (vi) Power of Attorney for the Execution of Bankers’ Acceptances. To facilitate the
availment of the Canadian RC Facilities by Bankers’ Acceptance Loans, each Canadian Borrower hereby
appoints each Canadian Lender as its attorney to sign and endorse on its behalf, in handwriting or
by facsimile or mechanical signature as and when deemed necessary by such Canadian Lender, blank
forms of Drafts. In this respect, it is each Canadian Lender’s responsibility to maintain an
adequate supply of blank forms of Drafts for acceptance under this Agreement. Each Canadian
Borrower recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Canadian
Lender shall bind the applicable Canadian Borrower as fully and effectually as if signed in the
handwriting of and duly issued by the proper signing officers of such Canadian Borrower. Each
Canadian Lender is hereby authorized to issue such Drafts endorsed in blank in such face amounts as
may be determined by such Canadian Lender; provided that the aggregate amount thereof is
equal to the aggregate amount of Drafts required to be accepted and purchased by such Canadian
Lender. No Canadian Lender shall be liable for any damage, loss or other claim arising by reason
of any loss or improper use of any such instrument except the gross negligence or willful
misconduct of the Canadian Lender or its officers, employees, agents or representatives (as
determined in a final non-appealable decision issued by a court of competent jurisdiction). Each
Canadian Lender shall maintain a record with respect to Drafts held by it in blank hereunder,
voided by it for any reason, purchased by it hereunder, and cancelled at their respective
maturities. Each Canadian Lender agrees to provide such records to any Canadian Borrower at such
Canadian Borrower’s expense upon request.




          (vii) Execution. Drafts drawn by any Canadian Borrower to be accepted and/or
purchased as Bankers’ Acceptance Loans shall be signed by a duly authorized officer or officers
of the applicable Canadian Borrower or by its attorneys. Notwithstanding that any Person
whose signature appears on any Draft may no longer be an authorized signatory for the Canadian
Borrower at the time of issuance of a B/A Instrument, that signature shall nevertheless be valid
and sufficient for all purposes as if the authority had remained in force at the time of issuance
and any B/A Instrument so signed shall be binding on such Canadian Borrower.




          (viii) Issuance. The Canadian Administrative Agent promptly following receipt of a
notice of a Borrowing, conversion or continuation by way of Bankers’ Acceptance Loans,




106









 







shall advise
the applicable Canadian Lenders of the notice and shall advise each applicable Canadian Lender of
the face amount of B/A Instruments to be accepted and/or purchased by it and the applicable term
(which shall be identical for all applicable Canadian Lenders). The aggregate face amount of B/A
Instruments to be accepted/and or purchased by a Canadian Lender shall be determined by the
Canadian Administrative Agent by reference to that Canadian Lender’s Non-Extending Canadian RCF
Commitment Percentage or Extending Canadian RCF Commitment Percentage, as the case may be, of the
issue of Bankers’ Acceptance Loans, except that, if the face amount of a B/A Instrument which would
otherwise be accepted by a Canadian Lender would not be Cdn$100,000, or a whole multiple thereof,
the face amount shall be increased or reduced by the U.S. Administrative Agent or the Canadian
Administrative Agent in its sole discretion to Cdn$1,000, or the nearest whole multiple of that
amount, as appropriate; provided that after such issuance, no Canadian Lender shall have
aggregate outstanding (x) Individual Extending Canadian RCF Lender Exposure in excess of its
Extending Canadian RCF Commitment and/or (y) Individual Non-Extending Canadian RCF Lender Exposure
in excess of its Non-Extending Canadian RCF Commitment.




          (ix) Rollover. At or before 11:00 A.M. (New York City time) two (2) Business Days
before the maturity date of any B/A Instrument, the applicable Canadian Borrower shall give to the
Canadian Administrative Agent irrevocable written notice which notice shall specify either (x) that
the applicable Canadian Borrower intends to repay the maturing B/A Instrument on the maturity date
or (y) that the applicable Canadian Borrower intends to issue B/A Instruments on the maturity date
to provide for the payment of the aggregate face amount of the maturing B/A Instrument or (z) that
the Canadian Borrower intends to issue new B/A Instruments and pay any additional amounts as may be
necessary to effect payment in full of the aggregate face amount of the maturing B/A Instruments.
If the applicable Canadian Borrower fails to provide such notice to the Canadian Administrative
Agent or fails to repay the maturing B/A Instrument, or if a Default or an Event of Default has
occurred and is continuing on such maturity date, the applicable Canadian Borrower’s obligations in
respect of the maturing B/A Instrument shall be deemed to have been converted on the maturity date
thereof into an ABR Loan under the respective Canadian RC Facility in an amount equal to the
aggregate face amount of the maturing B/A Instrument which shall bear interest calculated and
payable as provided in Section 4. Otherwise, the applicable Canadian Borrower shall
provide payment to the Canadian Administrative Agent on behalf of the Canadian Lenders of an amount
equal to the aggregate face amount of the B/A Instruments issued by the applicable Canadian Lenders
on their maturity date.




          (x) Waiver of Presentment and Other Conditions. Each Canadian Borrower waives
presentment for payment and any other defense to payment of any amounts due to a Canadian Lender in
respect of a Bankers’ Acceptance or other B/A Instrument purchased by it
pursuant to this Agreement which might exist solely by reason of the Bankers’ Acceptance or
other B/A Instrument being held, at the maturity thereof, by the Canadian Lender in its own right
and each Canadian Borrower agrees not to claim any days of grace if the Canadian Lender as holder
sues such Canadian Borrower on the Bankers’ Acceptance or other B/A Instrument for payment of the
amount payable by the Canadian Borrower thereunder. Except for the requirement to pay immediately
upon acceleration of the Canadian RCF Loans pursuant to Section 9, the applicable Canadian
Borrower shall pay to the Canadian Lender that has purchased such B/A Instrument the full face
amount of such B/A Instrument on the specified




107









 







maturity date of a B/A Instrument, and after such
payment, the applicable Canadian Borrower shall have no further liability in respect of such B/A
Instrument and the Canadian Lender shall be entitled to all benefits of, and be responsible for all
payments due to third parties under, such B/A Instrument.




          (xi) Discount Notes by Non BA Lenders. Whenever a Canadian Borrower requests a
Bankers’ Acceptance Loan, each Canadian Lender which is a Non BA Lender shall, in lieu of accepting
a Bankers’ Acceptance, purchase the completed Drafts for an amount equal to the BA Proceeds less
the BA Fee payable with respect to such Drafts. The Canadian Borrowers shall, at the request of
such Non BA Lender, issue one or more non-interest bearing promissory notes (each a “Discount
Note”) denominated in Canadian Dollars payable on the date of maturity of the unaccepted Draft
referred to below, in such form as the Canadian Lender may specify and in a principal amount equal
to the face amount of, and in exchange for, any unaccepted Drafts which the Non BA Lender has
purchased in accordance with subsection 4.6(c)(iv).




          (xii) Terms Applicable to Discount Notes. All terms of this Agreement applicable to
Bankers’ Acceptances shall apply equally to Discount Notes with such changes as may in the context
be necessary. For greater certainty:





     (A) the term of a Discount Note shall be the same as the term for Bankers’ Acceptances
accepted and purchased on the same Borrowing Date in respect of the same Canadian RCF Loan;




     (B) an acceptance fee will be payable in respect of a Discount Note and shall be
calculated at the same rate and in the same manner as the BA Fee in respect of a Bankers’
Acceptance;




     (C) the BA Rate applicable to a Discount Note shall be the BA Rate applicable to
Bankers’ Acceptances accepted by a Lender other than Schedule I Lender on the same Borrowing
Date or other date, as the case may be, in respect of the same RCF Loan; and




     (D) the term “face amount” when used in the context of a Discount Note shall mean and
refer to the principal amount of such Discount Note.



          (xiii) Depository Bills and Notes Act (Canada). At the option of any Canadian Lender,
Bankers’ Acceptances under this Agreement to be accepted by that Canadian Lender may be issued in
the form of depository bills for deposit with The Canadian Depository for Securities Limited
pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be
governed by the provisions of this subsection 4.6. Upon the request of any
Canadian Lender, the Canadian Borrowers shall provide to such Canadian Lender a power of
attorney to complete, sign, endorse and issue B/A Instruments on behalf of the Canadian Borrowers
in form and substance reasonably satisfactory to such Canadian Lender.




          (xiv) Payment, Conversion or Renewal of B/A Instruments. On any date on which a
Bankers’ Acceptance Loan is created, purchased, converted or continued, the Canadian Administrative
Agent shall be entitled to net all amounts payable on such date by the Canadian Administrative
Agent to a Canadian Lender against all amounts payable on such date by such Canadian Lender to the
Canadian Administrative Agent. Similarly, on any such date each




108









 







Canadian Borrower hereby
authorizes each Canadian Lender to net all amounts payable on such date by such Canadian Lender to
the Canadian Administrative Agent for the account of such Canadian Borrower, against all amounts
payable on such date by such Canadian Borrower to such Canadian Lender in accordance with the
Canadian Administrative Agent’s calculations.




          (xv) Circumstances Making Bankers’ Acceptances Unavailable. If, by reason of
circumstances affecting the money market generally, as determined in good faith by the Canadian
Administrative Agent acting reasonably and in respect of which the Canadian Administrative Agent
shall have given notice to the Canadian Borrowers of the occurrence and particulars thereof, there
is no market for Bankers’ Acceptances or Canadian Lenders cannot readily sell bankers’ acceptances
or perform their obligations under this Agreement with respect to bankers’ acceptances (i) the
right of the Canadian Borrowers to request a Bankers’ Acceptance Loan shall be suspended until the
circumstances causing a suspension no longer exist, (ii) any applicable notice of Borrowing which
is outstanding shall either: (x) be cancelled and the requested Bankers’ Acceptance Loan shall not
be made or (y) the Canadian Administrative Agent may, acting reasonably and taking into account any
circumstances then affecting the Canadian Lenders and the availability of Loans, at the direction
of the Canadian Borrowers, deem the aforementioned notice of Borrowing, a notice of Borrowing for
ABR Loans under the applicable Canadian RC Facility.




          The Canadian Administrative Agent shall promptly notify the Canadian Borrower of the
suspension of the Canadian Borrower’s right to request a Bankers’ Acceptance Loan and of the
termination of any suspension.




          4.7 Inability to Determine Interest Rate. If prior to the first day of any Interest
Period, the U.S. Administrative Agent shall have determined (which determination shall be
conclusive and binding upon each of the Borrowers) that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate
with respect to any Eurocurrency Loan (the “Affected Rate”) for such Interest Period, the
U.S. Administrative Agent shall give telecopy or telephonic notice thereof to the Parent Borrower
and the Lenders as soon as practicable thereafter. If such notice is given (a) any Eurocurrency
Loans the rate of interest applicable to which is based on the Affected Rate requested to be made
on the first day of such Interest Period shall be made as ABR Loans, (b) any Loans that were to
have been converted on the first day of such Interest Period to or continued as Eurocurrency Loans
the rate of interest applicable to which is based upon the Affected Eurocurrency Rate or Affected
Rate shall be converted to or continued as ABR Loans and (c) any outstanding Eurocurrency Loans
that were
to have been converted on the first day of such Interest Period to or continued as
Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate and
that are not otherwise permitted to be converted to or continued as ABR Loans by subsection 4.2
shall, upon demand by the applicable Lenders the Commitment Percentage of which aggregate greater
than 50% of such Loans, be immediately repaid by the applicable Borrower on the last day of the
then current Interest Period with respect thereto together with accrued interest thereon or
otherwise, at the option of the Parent Borrower, shall remain outstanding and bear interest at a
rate which reflects, as to each of the RCF Lenders, such RCF Lender’s cost of funding such
Eurocurrency Loans as reasonably determined by such Lender, plus the Applicable Margin
hereunder. If any such repayment occurs on a day which is not the last day of the then current
Interest Period with respect to such Affected Eurocurrency




109









 







Loan, the applicable Borrower shall pay
to each of the applicable Lenders such amounts, if any, as may be required pursuant to subsection
4.12. Until such notice has been withdrawn by the U.S. Administrative Agent, no further
Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate shall
be made or continued as such, nor shall any of the Borrowers have the right to convert ABR Loans to
Eurocurrency Loans the rate of interest applicable to which is based upon the Affected Rate.




          4.8 Pro Rata Treatment and Payments. (a) Subject to subsections 4.8(b)(i) and
4.8(b)(ii) below, each borrowing of Loans (other than Swing Line Loans) under a particular Tranche
by any of the applicable Borrowers from the applicable Lenders hereunder shall be made, each
payment by any of the Borrowers on account of any commitment fee (and other than such fees paid
pursuant to subsection 4.5(d)) in respect of any RCF Commitments with respect to a particular
Tranche, as applicable, hereunder shall be allocated by the U.S. Administrative Agent or the
Canadian Administrative Agent, as applicable, and any reduction of any RCF Commitments of the
Lenders under a particular Tranche shall be allocated by the U.S. Administrative Agent or the
Canadian Administrative Agent, as applicable, pro rata according to the Extending U.S. RCF
Commitment Percentage, Extending Canadian RCF Commitment Percentage, the Non-Extending U.S.
Commitment Percentage or the Non-Extending Canadian RCF Commitment Percentage, as applicable, of
the applicable Lenders with respect to such Tranche. Each payment (including each prepayment) by
any of the applicable Borrowers on account of principal of (or the face amount of) and interest on
any Extending U.S. RCF Loan, Extending Canadian RCF Loan, Non-Extending U.S. RCF Loan or
Non-Extending Canadian RCF Loan, as applicable, shall be allocated by the U.S. Administrative Agent
or the Canadian Administrative Agent, as applicable, pro rata according to the respective
outstanding principal (or face) amounts of such Extending U.S. RCF Loans, Extending Canadian RCF
Loans, Non-Extending U.S. RCF Loans or Non-Extending Canadian RCF Loans, as applicable, then held
by the relevant Lenders; provided that in no event shall payments made by the Canadian
Borrowers be applied to repay Loans made to the U.S. Borrowers or Canadian Finco. All payments
(including prepayments) to be made by any of the Borrowers hereunder, whether on account of
principal, interest, fees, Reimbursement Obligations or otherwise, shall be made without set-off or
counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to
the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, for the account
of the Lenders holding the relevant Loans or the L/C Participants, as the case may be, at the U.S.
Administrative Agent’s or the Canadian Administrative Agent’s, as applicable, office specified in
subsection 11.2, in Dollars, or, in the case of payments in respect of Canadian RCF Loans and
Canadian RCF
Letters of Credit denominated in Canadian Dollars, in Canadian Dollars and (whether in Dollars
or Canadian Dollars) in immediately available funds. Payments received by the U.S. Administrative
Agent or Canadian Administrative Agent, as applicable, after such time shall be deemed to have been
received on the next Business Day. The U.S. Administrative Agent or the Canadian Administrative
Agent, as applicable, shall distribute such payments to such Lenders, if any such payment is
received prior to 1:00 P.M., New York City time, on a Business Day, in like funds as received prior
to the end of such Business Day and otherwise the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, shall distribute such payment to such Lenders on the next
succeeding Business Day. If any payment hereunder (other than payments on the Eurocurrency Loans)
becomes due and payable on a day other than a Business Day, the maturity of such payment shall be
extended to the next succeeding Business Day, and, with respect to payments of principal,




110









 







interest
thereon shall be payable at the then applicable rate during such extension. If any payment on a
Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity of such
payment shall be extended to the next succeeding Business Day (and, with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during such extension)
unless the result of such extension would be to extend such payment into another calendar month, in
which event such payment shall be made on the immediately preceding Business Day.




          (b) (i) Except as otherwise provided in subsections 2.1(g), 2.1(h), 2.3(c), 2.4(c), 2.4(d) and
2.6(c) of this Agreement, prior to the Non-Extending RCF Maturity Date (or such earlier date on
which the Total Non-Extending U.S. RCF Commitment is terminated), all Borrowings of U.S. RCF Loans
by any of the applicable Borrowers from the U.S. RCF Lenders hereunder shall be made such that the
outstanding amount of U.S. RCF Loans after giving effect thereto are allocated pro
rata across the U.S. RC Facilities based on the relative amount of Extending U.S. RCF
Commitments on the one hand and the Non-Extending U.S. RCF Commitments on the other hand;
provided that if any Borrowings of U.S. RCF Loans occur at any time during the one-year
period ending on the Non-Extending RCF Maturity Date when any Extending Letter of Credit under the
U.S. RC Facility or related Extending U.S. RCF L/C Obligation Exposure is outstanding, such
Borrowings shall be made on a pro rata basis as between the U.S. RC Facilities
unless and until such Borrowings shall reduce the Available Extending U.S. RCF Commitment to zero,
and thereafter may be made on a non-pro rata basis as between such Facilities;
provided, further, that upon any of the termination of any such Letter of Credit,
the reduction of the stated amount in respect thereof, or the reimbursement of any funding under
any such Letter of Credit, the U.S. RCF Loans shall automatically be reallocated among the
Extending U.S. RCF Lenders and the Non-Extending U.S. RCF Lenders such that, to the maximum extent
possible, the outstanding U.S. RCF Loans are held by such Lenders pro rata in
accordance with their respective Extending U.S. RCF Commitments and Non-Extending U.S. RCF
Commitments, respectively, at such time, with such reallocation to be effected in the same manner
as the reallocations described in subsections 2.1(g) and 2.1(h). Except as otherwise provided in
subsections 2.1(g), 2.1(h), 2.3(c), 2.6(c) and 4.13(d) of this Agreement, prior to the
Non-Extending RCF Maturity Date (or such earlier date on which the Total Non-Extending U.S. RCF
Commitment is terminated), each payment (including each voluntary and mandatory prepayment (other
than any mandatory prepayment that pursuant to the terms of this Agreement applies only to
Extending U.S. RCF Loans or Non-Extending U.S. RCF Loans)) by any of the Borrowers on account of
principal of any outstanding U.S. RCF Loans shall be made by the respective Borrowers pro
rata according to the respective outstanding principal amounts of the
Extending U.S. RCF Loans on the one hand and the Non-Extending U.S. RCF Loans on the other
hand. For the avoidance of doubt, reductions of U.S. RCF Commitments shall not be required to be
made pro rata between the Extending U.S. RCF Commitments and the Non-Extending U.S.
RCF Commitments.




          (ii) Except as otherwise provided in subsections 2.1(g), 2.1(h), 2.3(c) and 2.6(c) of this
Agreement, prior to the Non-Extending RCF Maturity Date (or such earlier date on which the Total
Non-Extending Canadian RCF Commitment is terminated), all Borrowings of Canadian RCF Loans by any
of the applicable Borrowers from the Canadian RCF Lenders hereunder shall be made such that the
outstanding amount of Canadian RCF Loans after giving effect thereto are allocated pro
rata across the Canadian RC Facilities based on the relative




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amount of Extending Canadian
RCF Commitments on the one hand and the Non-Extending Canadian RCF Commitments on the other hand;
provided that if any Borrowings of Canadian RCF Loans occur at any time during the one-year
period ending on the Non-Extending RCF Maturity Date when any Extending Letter of Credit under the
Canadian RC Facility or related Extending Canadian RCF L/C Obligation Exposure is outstanding, such
Borrowings shall be made on a pro rata basis as between the Canadian RC Facilities
unless and until such Borrowings shall reduce the Available Extending Canadian RCF Commitment to
zero, and thereafter may be made on a non-pro rata basis as between such
Facilities; provided, further, that upon any of the termination of any such Letter
of Credit, the reduction of the stated amount in respect thereof, or the reimbursement of any
funding under any such Letter of Credit, the Canadian RCF Loans shall automatically be reallocated
among the Extending Canadian RCF Lenders and the Non-Extending Canadian RCF Lenders such that, to
the maximum extent possible, the outstanding Canadian RCF Loans are held by such Lenders
pro rata in accordance with their respective Extending Canadian RCF Commitments and
Non-Extending Canadian RCF Commitments, respectively, at such time, with such reallocation to be
effected in the same manner as the reallocations described in subsections 2.1(g) and 2.1(h). Except
as otherwise provided in subsections 2.1(g), 2.1(h), 2.3(c), 2.6(c) and 4.13(d) of this Agreement,
prior to the Non-Extending RCF Maturity Date (or such earlier date on which the Total Non-Extending
Canadian RCF Commitment is terminated), each payment (including each voluntary and mandatory
prepayment (other than any mandatory prepayment that pursuant to the terms of this Agreement
applies only to Extending Canadian RCF Loans or Non-Extending Canadian RCF Loans)) by any of the
Borrowers on account of principal (or face amount, as applicable) of any outstanding Canadian RCF
Loans shall made by the respective Borrowers pro rata according to the respective
outstanding principal amounts of the Extending Canadian RCF Loans on the one hand and the
Non-Extending Canadian RCF Loans on the other hand. For the avoidance of doubt, reductions of
Canadian RCF Commitments shall not be required to be made pro rata between the
Extending Canadian RCF Commitments and the Non-Extending U.S. RCF Commitments.




          (c) Unless the U.S. Administrative Agent or the Canadian Administrative Agent, as the case may
be, shall have been notified in writing by any Lender prior to a borrowing that such Lender will
not make the amount that would constitute its share of such borrowing available to such Agent, such
Agent may assume that such Lender is making such amount available to such Agent, and such Agent
may, in reliance upon such assumption, make available to the applicable Borrowers in respect of
such borrowing a corresponding amount. If such amount is not made available to the U.S.
Administrative Agent or the Canadian Administrative Agent, as the case may be, by the required time
on the Borrowing Date therefor, such Lender
shall pay to the U.S. Administrative Agent or the Canadian Administrative Agent, as the case
may be, on demand, such amount with interest thereon at a rate equal to the daily average Federal
Funds Effective Rate or the rate customary for settlement of Canadian Dollar interbank obligations,
as applicable, and as quoted by the U.S. Administrative Agent or the Canadian Administrative Agent,
as the case may be, in each case for the period until such Lender makes such amount immediately
available to the U.S. Administrative Agent or the Canadian Administrative Agent, as the case may
be. A certificate of the U.S. Administrative Agent or the Canadian Administrative Agent, as the
case may be, submitted to any Lender with respect to any amounts owing under this subsection shall
be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not
made available to the applicable Agent by such Lender within three (3) Business Days of such
Borrowing Date, (x) the applicable Agent shall




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notify the Parent Borrower of the failure of such
Lender to make such amount available to the U.S. Administrative Agent or the Canadian
Administrative Agent, as the case may be, and such Agent shall also be entitled to recover such
amount with interest thereon at (A) in the case of a Borrowing of Extending RCF Loans, the rate
applicable to ABR Loans that are Extending RCF Loans or (B) in the case of a borrowing of
Non-Extending RCF Loans, the rate applicable to ABR Loans that are Non-Extending RCF Loans, in each
case on demand from such Borrower and (y) then such Borrower may, without waiving or limiting any
rights or remedies it may have against such Lender hereunder or under applicable law or otherwise,
(i) borrow a like amount on an unsecured basis from any commercial bank for a period ending on the
date upon which such Lender does in fact make such borrowing available, provided that at
the time such borrowing is made and at all times while such amount is outstanding such Borrower
would be permitted to borrow such amount pursuant to subsection 2.1 and/or (ii) take any action
permitted by the following subsection 4.8(d).




          (d) Notwithstanding anything to the contrary contained in this Agreement:





     (i) If at any time a Lender shall not make a Loan required to be made by it hereunder
(any such Lender, a “Defaulting Lender”), the Parent Borrower shall have the right
to seek one or more Persons reasonably satisfactory to the U.S. Administrative Agent and the
Parent Borrower to each become a substitute Lender and assume all or part of the outstanding
Loans and/or Commitments of such Defaulting Lender. In such event, the Parent Borrower, the
U.S. Administrative Agent and any such substitute Lender shall execute and deliver, and such
Defaulting Lender shall thereupon be deemed to have executed and delivered, an appropriately
completed Assignment and Acceptance to effect such substitution.




     (ii) In determining the Required Lenders or Supermajority Lenders, any Lender that at
the time is a Defaulting Lender (and the Loans and/or Commitment of such Defaulting Lender)
shall be excluded and disregarded. No commitment fee shall accrue for the account of a
Defaulting Lender so long as such Lender shall be a Defaulting Lender.




     (iii) If at any time any Borrower shall be required to make any payment under any Loan
Document to or for the account of a Defaulting Lender, then such Borrower, so long as it is
then permitted to borrow RCF Loans hereunder, may set off and otherwise apply its obligation
to make such payment against the obligation of such Defaulting
Lender to make such Loan. In such event, the amount so set off and otherwise applied
shall be deemed to constitute a RCF Loan by such Defaulting Lender made on the date of such
set-off and included within any borrowing of RCF Loans as the U.S. Administrative Agent may
reasonably determine.




     (iv) If, with respect to any Defaulting Lender, which for the purposes of this
subsection 4.8(d)(iv) shall include any Lender that has taken any action or become the
subject of any action or proceeding of a type described in subsection 9(f), any Borrower
shall be required to pay any amount under any Loan Document to or for the account of such
Defaulting Lender, then such Borrower, so long as it is then permitted to borrow RCF Loans
hereunder, may satisfy such payment obligation by paying such amount to



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the U.S.
Administrative Agent, or the Canadian Administrative Agent, as applicable, to be (to the
extent permitted by applicable law and to the extent not utilized by the U.S. Administrative
Agent or the Canadian Administrative Agent, as applicable, to satisfy obligations of the
Defaulting Lender owing to it) held by the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, in escrow pursuant to its standard terms (including as
to the earning of interest), and applied (together with any accrued interest) by it from
time to time to make any RCF Loans or other payments as and when required to be made by such
Defaulting Lender hereunder.



          4.9 Illegality. Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof occurring after
the Closing Date shall make it unlawful for any Lender to make or maintain any Eurocurrency Loans
or Bankers’ Acceptance Loans as contemplated by this Agreement (“Affected Loans”), (a) such
Lender shall promptly give written notice of such circumstances to the Parent Borrower and the U.S.
Administrative Agent and the Canadian Administrative Agent (in the case of Bankers’ Acceptance
Loans) (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the
commitment of such Lender hereunder to make Affected Loans, continue Affected Loans as such and
convert an ABR Loan to an Affected Loan shall forthwith be cancelled and, until such time as it
shall no longer be unlawful for such Lender to make or maintain such Affected Loans, such Lender
shall then have a commitment only to make an ABR Loan (or a Swing Line Loan) when an Affected Loan
is requested (to the extent otherwise permitted by subsection 4.2), (c) such Lender’s Loans then
outstanding as Affected Loans, if any, shall be converted automatically to ABR Loans on the
respective last days of the then current Interest Periods or, in the case of Bankers’ Acceptance
Loans, the maturity dates with respect to such Loans or within such earlier period as required by
law (to the extent otherwise permitted by subsection 4.2) and (d) such Lender’s Eurocurrency Loans
then outstanding as Affected Loans, if any, not otherwise permitted to be converted to ABR Loans by
subsection 4.2 shall, upon notice to the Parent Borrower, be prepaid with accrued interest thereon
on the last day of the then current Interest Period with respect thereto (or such earlier date as
may be required by any such Requirement of Law). If any such conversion or prepayment of an
Affected Loan occurs on a day which is not the last day of the then current Interest Period with
respect thereto, the applicable Borrower shall pay to such Lender such amounts, if any, as may be
required pursuant to subsection 4.12.




          4.10 Requirements of Law. (a) If the adoption of or any change in any Requirement of
Law or in the interpretation or application thereof applicable to any Lender, or compliance by any
Lender with any request or directive (whether or not having the force of law) from any central bank
or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later,
the date on which such Lender becomes a Lender):





     (i) shall subject such Lender to any tax of any kind whatsoever with respect to any
Letter of Credit, any L/C Request, or any Eurocurrency Loans, Bankers’ Acceptance Loans made
or maintained by it or its obligation to make or maintain Eurocurrency Loans or Bankers’
Acceptance Loans, or change the basis of taxation of payments to such Lender in respect
thereof, in each case, except for Non-Excluded Taxes and taxes measured by or imposed upon
the overall net income, branch profit taxes or franchise taxes, or taxes measured by or
imposed upon overall capital or net worth (in the



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case of such capital or net worth taxes
imposed in lieu of net income taxes), of such Lender or its applicable lending office,
branch, or any affiliate thereof;




     (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory
loan or similar requirement against assets held by, deposits or other liabilities in or for
the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of such Lender which is not otherwise included in the determination
of the Eurocurrency Rate or BA Rate, as the case may be, hereunder; or




     (iii) shall impose on such Lender any other condition (excluding any tax of any kind
whatsoever);


and the result of any of the foregoing is to increase the cost to such Lender, by an amount which
such Lender deems to be material, of making, converting into, continuing or maintaining
Eurocurrency Loans or Bankers’ Acceptance Loans or issuing or participating in Letters of Credit or
to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice
to the Parent Borrower from such Lender, through the U.S. Administrative Agent, in accordance
herewith, the applicable Borrower shall promptly pay such Lender, upon its demand, any additional
amounts necessary to compensate such Lender for such increased cost or reduced amount receivable
with respect to such Eurocurrency Loans or Bankers’ Acceptance Loans, or Letters of Credit,
provided that, in any such case, such Borrower may elect to convert the Eurocurrency Loans
or Bankers’ Acceptance Loans made by such Lender hereunder to ABR Loans by giving the U.S.
Administrative Agent at least one (1) Business Day’s notice of such election, in which case such
Borrower shall promptly pay to such Lender, upon demand, without duplication, amounts theretofore
required to be paid to such Lender pursuant to this subsection 4.10(a) and such amounts, if any, as
may be required pursuant to subsection 4.12. If any Lender becomes entitled to claim any
additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the
Parent Borrower, through the U.S. Administrative Agent, certifying (x) that one of the events
described in this paragraph (a) has occurred and describing in reasonable detail the nature of such
event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the
additional amount demanded by such Lender and a reasonably detailed explanation of the calculation
thereof. Such a certificate as to any additional
amounts payable pursuant to this subsection submitted by such Lender, through the U.S.
Administrative Agent, to the Parent Borrower shall be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.




          (b) If any Lender shall have determined that the adoption of or any change in any Requirement
of Law regarding capital adequacy or in the interpretation or application thereof or compliance by
such Lender or any corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental Authority, in each
case, made subsequent to the Closing Date, does or shall have the effect of reducing the rate of
return on such Lender’s or such corporation’s capital as a consequence of such Lender’s obligations
hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or
such corporation could have achieved but for such change or compliance (taking into consideration
such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed
by such Lender to be material,




115









 







then from time to time, within ten (10) Business Days after
submission by such Lender to the Parent Borrower (with a copy to the U.S. Administrative Agent) of
a written request therefor certifying (x) that one of the events described in this paragraph (b)
has occurred and describing in reasonable detail the nature of such event, (y) as to the reduction
of the rate of return on capital resulting from such event and (z) as to the additional amount or
amounts demanded by such Lender or corporation and a reasonably detailed explanation of the
calculation thereof, the applicable Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or corporation for such reduction. Such a certificate as to
any additional amounts payable pursuant to this subsection submitted by such Lender, through the
U.S. Administrative Agent, to the Parent Borrower shall be conclusive in the absence of manifest
error. This covenant shall survive the termination of this Agreement and the payment of the Loans
and all other amounts payable hereunder.




          (c) Notwithstanding anything to the contrary in this subsection 4.10, no Borrower shall be
required to pay any amount with respect to any additional cost or reduction specified in paragraph
(a) or paragraph (b) above, to the extent such additional cost or reduction is attributable,
directly or indirectly, to the application of, compliance with or implementation of specific
capital adequacy requirements or new methods of calculating capital adequacy, including any part or
“pillar” (including Pillar 2 (“Supervisory Review Process”)), of the International Convergence of
Capital Measurement Standards: a Revised Framework, published by the Basel Committee on Banking
Supervision in June 2004, or any implementation, adoption (whether voluntary or compulsory)
thereof, whether by an EC Directive or the FSA Integrated Prudential Sourcebook or any other law or
regulation, or otherwise.




          4.11 Taxes. (a) Except as provided below in this subsection or as required by law,
all payments made by each of the Borrowers and the Agents under this Agreement and any Notes shall
be made free and clear of, and without deduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority (“Taxes”), excluding Taxes measured by or imposed upon the overall
net income of any Agent or Lender or its applicable lending office, or any branch or affiliate
thereof, and all franchise Taxes, branch Taxes, Taxes on doing business or Taxes measured by or
imposed upon the overall capital or net worth of any such Agent or Lender or its applicable lending
office, or any branch or affiliate thereof, in each case imposed: (i) by the jurisdiction under
the laws of which such Agent or Lender, applicable lending office, branch or affiliate is organized
or is located, or in which its principal executive office is located, or any nation within which
such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any
connection between the jurisdiction imposing such Tax and such Agent or Lender, applicable lending
office, branch or affiliate other than a connection arising solely from such Agent or Lender having
executed, delivered or performed its obligations under, or received payment under or enforced, this
Agreement or any Notes. If any such non-excluded Taxes (“Non-Excluded Taxes”) are required
to be withheld from any amounts payable by any Borrower or any Agent to the U.S. Administrative
Agent, the Canadian Administrative Agent or any Lender hereunder or under any Notes, the amounts
payable by such Borrower shall be increased to the extent necessary to yield to the U.S.
Administrative Agent, the Canadian Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement; provided,





116









 







however, that each of the Borrowers
shall be entitled to deduct and withhold, and the Borrowers shall not be required to indemnify for,
any Non-Excluded Taxes, and any such amounts payable by any Borrower or any Agent to, or for the
account of, any such Agent or Lender shall not be increased (x) if such Agent or Lender fails to
comply with the requirements of paragraphs (b) or (c) of this subsection or subsection 4.15 hereof
(provided that while such failure shall limit the indemnity obligation of the Borrowers
pursuant to this subsection 4.11, such failure shall not be treated as a breach of this Agreement
for any other purpose) or (y) with respect to any Non-Excluded Taxes imposed in connection with the
payment of any fees paid under this Agreement unless such Non-Excluded Taxes are imposed as a
result of a change in treaty, law or regulation that occurred after such Agent becomes an Agent
hereunder or such Lender becomes a Lender hereunder (or, if such Agent or Lender is a
non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes, after the
relevant beneficiary or member of such Agent or Lender became such a beneficiary or member, if
later) (such change, at such time, a “Change in Law”) or (z) with respect to any
Non-Excluded Taxes imposed by the United States or any state or political subdivision thereof,
unless such Non-Excluded Taxes are imposed as a result of a Change in Law. Whenever any
Non-Excluded Taxes are payable by any of the Borrowers, as promptly as possible thereafter the
applicable Borrower shall send to the U.S. Administrative Agent or the Canadian Administrative
Agent, as applicable, for its own account or for the account of such Lender, as the case may be, a
certified copy of an original official receipt received by such Borrower showing payment thereof.
If any U.S. Borrower or any Canadian Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, the required receipts or other required documentary evidence,
the U.S. Borrowers (in the case of any failure by a U.S. Borrower), on a joint and several basis,
and the Canadian Borrowers (in the case of any failure by a Canadian Borrower), on a joint and
several basis, shall indemnify the U.S. Administrative Agent, the Canadian Administrative Agent and
the Lenders for any incremental taxes, interest or penalties that may become payable by the U.S.
Administrative Agent, the Canadian Administrative Agent or any Lender as a result of any such
failure. The agreements in
this subsection 4.11 shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.




          (b) Each Agent (other than the Canadian Administrative Agent and the Canadian Collateral
Agent), and each Lender that stands ready to make, makes or holds any Extension of Credit to any
U.S. Borrower (which shall include for the purposes of this clause (b), Canadian Finco) (a
“U.S. Extender of Credit”), in each case that is not incorporated under the laws of the
United States of America or a state thereof shall:





     (X) (i) on or before the date of any payment by any of the U.S. Borrowers under this
Agreement or any Notes to, or for the account of, such Agent or Lender, deliver to the U.S.
Borrowers and the U.S. Administrative Agent (A) two duly completed copies of United States
Internal Revenue Service Form W-8BEN (certifying that it is a resident of the applicable
country within the meaning of the income tax treaty between the United States and that
country) or Form W-8ECI, or successor applicable form, as the case may be, in each case
certifying that it is entitled to receive all payments under this Agreement and any Notes
without deduction or withholding of any United States federal income taxes, (B) in the case
of DBNY, also deliver two duly completed copies of Internal Revenue Service Form W-8IMY
certifying that it is a “U.S. branch” and that the



117









 






payments it receives for the account of
others are not effectively connected with the conduct of its trade or business in the United
States and that it is using such form as evidence of its agreement with the U.S. Borrowers
to be treated as a U.S. person with respect to such payments (and the U.S. Borrowers and
DBNY agree to so treat DBNY as a U.S. person with respect to such payments), with the effect
that the U.S. Borrowers can make payments to DBNY without deduction or withholding of any
Taxes imposed by the United States and (C) such other forms, documentation or
certifications, as the case may be, certifying that it is entitled to an exemption from
United States backup withholding tax with respect to payments under this Agreement and any
Notes;




     (ii) deliver to the U.S. Borrowers and the U.S. Administrative Agent two further
copies of any such form or certification on or before the date that any such form or
certification expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form or certificate previously delivered by it to
the U.S. Borrowers; and




     (iii) obtain such extensions of time for filing and completing such forms or
certifications as may reasonably be requested by any U.S. Borrower or the U.S.
Administrative Agent; or




     (Y) in the case of any such Lender that is not a “bank” within the meaning of Section
881(c)(3)(A) of the Code and is claiming the so-called “portfolio interest exemption”,




     (i) represent to the U.S. Borrowers and the U.S. Administrative Agent that it is not a
bank within the meaning of Section 881(c)(3)(A) of the Code;




     (ii) deliver to the U.S. Borrowers on or before the date of any payment by any of the
U.S. Borrowers, with a copy to the U.S. Administrative Agent, (A) two certificates
substantially in the form of Exhibit E (any such certificate a “U.S. Tax
Compliance Certificate”) and (B) two accurate and complete original signed copies of
Internal Revenue Service Form W-8BEN, or successor applicable form, certifying to such
Lender’s legal entitlement at the date of such form to an exemption from U.S. withholding
tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to
payments to be made under this Agreement and any Notes (and shall also deliver to the U.S.
Borrowers and the U.S. Administrative Agent two further copies of such form or certificate
on or before the date it expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recently provided form or certificate and, if necessary,
obtain any extensions of time reasonably requested by any U.S. Borrower or the U.S.
Administrative Agent for filing and completing such forms or certificates); and




     (iii) deliver, to the extent legally entitled to do so, upon reasonable request by any
U.S. Borrower, to the U.S. Borrowers and the U.S. Administrative Agent such other forms as
may be reasonably required in order to establish the legal entitlement of such Lender to an
exemption from withholding with respect to payments under this
Agreement and any Notes,
provided that in determining the reasonableness of a request under this



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clause (ii)
such Lender shall be entitled to consider the cost (to the extent unreimbursed by any of the
Borrowers) which would be imposed on such Lender of complying with such request; or





     (Z) in the case of any such Lender that is a non-U.S. intermediary or flow-through
entity for U.S. federal income tax purposes,




     (i) on or before the date of any payment by any of the U.S. Borrowers under this
Agreement or any Notes to, or for the account of, such Lender, deliver to the U.S. Borrowers
and the U.S. Administrative Agent two accurate and complete original signed copies of
Internal Revenue Service Form W-8IMY and, if any beneficiary or member of such Lender is
claiming the so-called “portfolio interest exemption”, (I) represent to the U.S. Borrowers
and the U.S. Administrative Agent that such Lender is not a bank within the meaning of
Section 881(c)(3)(A) of the Code and (II) also deliver to the U.S. Borrowers and the U.S.
Administrative Agent two U.S. Tax Compliance Certificates certifying to such Lender’s legal
entitlement at the date of such certificate to an exemption from U.S. withholding tax under
the provisions of Section 881(c) of the Code with respect to payments to be made under this
Agreement and any Notes; and




     (A) with respect to each beneficiary or member of such Lender that is not claiming the
so-called “portfolio interest exemption”, also deliver to the U.S. Borrower and the U.S.
Administrative Agent (I) two duly completed copies of United States Internal Revenue Service
Form W-8BEN (certifying that such beneficiary or member is a resident of the applicable
country within the meaning of the income tax treaty between the United States and that
country), Form W-8ECI or Form W-9, or successor applicable form, as the case may be, in each
case so that each such beneficiary or member is entitled to receive all payments under this
Agreement and any Notes without deduction or
withholding of any United States federal income taxes and (II) such other forms,
documentation or certifications, as the case may be, certifying that each such beneficiary
or member is entitled to an exemption from United States backup withholding tax with respect
to all payments under this Agreement and any Notes; and




     (B) with respect to each beneficiary or member of such Lender that is claiming the
so-called “portfolio interest exemption”, (I) represent to the U.S. Borrowers and the U.S.
Administrative Agent that such beneficiary or member is not a bank within the meaning of
Section 881(c)(3)(A) of the Code and (II) also deliver to the U.S. Borrowers and the U.S.
Administrative Agent two U.S. Tax Compliance Certificates from each beneficiary or member
and two accurate and complete original signed copies of Internal Revenue Service Form
W-8BEN, or successor applicable form, certifying to such beneficiary’s or member’s legal
entitlement at the date of such certificate to an exemption from U.S. withholding tax under
the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments to
be made under this Agreement and any Notes;




     (ii) deliver to the U.S. Borrowers and the U.S. Administrative Agent two further copies
of any such forms, certificates or certifications referred to above on or before the date
any such form, certificate or certification expires or becomes obsolete, or any beneficiary
or member changes, and after the occurrence of any event requiring a



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change in the most
recently provided form, certificate or certification and obtain such extensions of time
reasonably requested by any U.S. Borrower or the U.S. Administrative Agent for filing and
completing such forms, certificates or certifications; and




     (iii) deliver, to the extent legally entitled to do so, upon reasonable request by any
U.S. Borrower, to the U.S. Borrowers and the U.S. Administrative Agent such other forms as
may be reasonably required in order to establish the legal entitlement of such Lender (or
beneficiary or member) to an exemption from withholding with respect to payments under this
Agreement and any Notes, provided that in determining the reasonableness of a
request under this clause (iii) such Lender shall be entitled to consider the cost (to the
extent unreimbursed by any of the Borrowers) which would be imposed on such Lender (or
beneficiary or member) of complying with such request;




unless in any such case any change in treaty, law or regulation has occurred after the date
such Person becomes a Lender hereunder (or a beneficiary or member in the circumstances
described in clause (Z) above, if later) which renders all such forms inapplicable or which
would prevent such Lender (or such beneficiary or member) from duly completing and
delivering any such form with respect to it and such Lender so advises the Parent Borrower
and the U.S. Administrative Agent.



          (c) Each Agent and each U.S. Extender of Credit, in each case that is organized under the laws
of the United States of America or a state thereof, shall on or before the date of any payment by
any of the U.S. Borrowers under this Agreement or any Notes to, or for the account of, such Agent
or U.S. Extender of Credit, deliver to the U.S. Borrowers (which shall include for the purposes of
this clause (c), Canadian Finco) and the U.S. Administrative Agent two duly completed copies of
Internal Revenue Service Form W-9, or successor form, certifying that such Agent or U.S. Extender
of Credit is a United States Person (within the meaning of
Section 7701(a)(30) of the Internal Revenue Code) and that such Agent or U.S. Extender of
Credit is entitled to a complete exemption from United States backup withholding tax.




          4.12 Indemnity. Each U.S. Borrower jointly and severally agrees to indemnify each
Lender in respect of Extensions of Credit made, or requested to be made, to the U.S. Borrowers,
each Canadian Borrower jointly and severally agrees to indemnify each Canadian RCF Lender in
respect of Extensions of Credit made, or requested to be made, to the Canadian Borrowers and
Canadian Finco agrees to indemnify each Lender in respect of Extensions of Credit made to it, and,
in each case, to hold each such Lender harmless from any loss or expense which such Lender may
sustain or incur (other than through such Lender’s gross negligence or willful misconduct (as
determined in a final non-appealable decision issued by a court of competent jurisdiction)) as a
consequence of (a) default by such Borrower in making a borrowing of, conversion into or
continuation of Eurocurrency Loans or Bankers’ Acceptance Loans after the Parent Borrower has given
a notice requesting the same in accordance with the provisions of this Agreement, (b) default by
such Borrower in making any prepayment or conversion of Eurocurrency Loans or Bankers’ Acceptance
Loans after the respective Borrower has given a notice thereof in accordance with the provisions of
this Agreement or (c) the making of a payment or prepayment (or the purchase pursuant to subsection
4.13(d)(i)) of Eurocurrency Loans or Bankers’ Acceptance Loans or the conversion of Eurocurrency
Loans or Bankers’ Acceptance Loans on a day which is not the last day of an Interest Period or
maturity date, as




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applicable, with respect thereto. Such indemnification may include an amount
equal to the excess, if any, of (i) the amount of interest (or in the case of Bankers’ Acceptance
Loans, yield) which would have accrued on the amount so prepaid, or converted, or not so borrowed,
converted or continued, for the period from the date of such prepayment or conversion or of such
failure to borrow, convert or continue to the last day of the applicable Interest Period or
maturity date, as applicable (or, in the case of a failure to borrow, convert or continue, the
Interest Period or the term of the B/A Instrument, as the case may be, that would have commenced on
the date of such failure), in each case at the applicable rate of interest or BA Rate, as
applicable, for such Eurocurrency Loans or Bankers’ Acceptance Loans, as applicable, provided for
herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of
interest or, in the case of Bankers’ Acceptance Loans, yield (as reasonably determined by such
Lender) which would have accrued to such Lender on such amount by placing such amount on deposit
for a comparable period with leading banks in the interbank eurocurrency market or by issuing
bankers’ acceptances for a comparable period, as the case may be. If any Lender becomes entitled
to claim any amounts under the indemnity contained in this subsection 4.12, it shall provide prompt
notice thereof to the Parent Borrower, through the U.S. Administrative Agent, certifying (x) that
one of the events described in clause (a), (b) or (c) has occurred and describing in reasonable
detail the nature of such event, (y) as to the loss or expense sustained or incurred by such Lender
as a consequence thereof and (z) as to the amount for which such Lender seeks indemnification
hereunder and a reasonably detailed explanation of the calculation thereof. Such a certificate as
to any indemnification pursuant to this subsection submitted by such Lender, through the U.S.
Administrative Agent, to the Parent Borrower shall be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.




          4.13 Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the
request, and at the expense of the applicable Borrower, each Lender to which any of the Borrowers
is required to pay any additional amount pursuant to subsection 4.10 or 4.11, and any Participant
in respect of whose participation such payment is required, shall reasonably afford such Borrower
the opportunity to contest, and reasonably cooperate with such Borrower in contesting, the
imposition of any Tax giving rise to such payment; provided that (i) such Lender shall not
be required to afford such Borrower the opportunity to so contest unless such Borrower shall have
confirmed in writing to such Lender its obligation to pay such amounts pursuant to this Agreement
and (ii) such Borrower shall reimburse such Lender for its reasonable attorneys’ and accountants’
fees and disbursements incurred in so cooperating with such Borrower in contesting the imposition
of such Tax; provided, however, that notwithstanding the foregoing no Lender shall
be required to afford any Borrower the opportunity to contest, or cooperate with such Borrower in
contesting, the imposition of any Taxes, if such Lender in its sole discretion in good faith
determines that to do so would have an adverse effect on it.




          (b) If a Lender changes its applicable lending office (other than (i) pursuant to paragraph
(c) below or (ii) after an Event of Default under subsection 9(a) or (f) has occurred and is
continuing) and the effect of such change, as of the date of such change, would be to cause any of
the Borrowers to become obligated to pay any additional amount under subsection 4.10 or 4.11, such
Borrower shall not be obligated to pay such additional amount.




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          (c) If a condition or an event occurs which would, or would upon the passage of time or giving
of notice, result in the payment of any additional amount to any Lender by any of the Borrowers
pursuant to subsection 4.10 or 4.11, such Lender shall promptly notify the applicable Borrower and
the U.S. Administrative Agent and shall take such steps as may reasonably be available to it to
mitigate the effects of such condition or event (which shall include efforts to rebook the Loans
held by such Lender at another lending office, or through another branch or an affiliate, of such
Lender); provided that such Lender shall not be required to take any step that, in its
reasonable judgment, would be materially disadvantageous to its business or operations or would
require it to incur additional costs (unless the Parent Borrower agrees to reimburse such Lender
for the reasonable incremental out-of-pocket costs thereof).




          (d) If any of the Borrowers shall become obligated to pay additional amounts pursuant to
subsection 4.10 or 4.11 and any affected Lender shall not have promptly taken steps necessary to
avoid the need for payments under subsection 4.10 or 4.11, the applicable Borrower shall have the
right, for so long as such obligation remains, (i) with the assistance of the U.S. Administrative
Agent, to seek one or more substitute Lenders reasonably satisfactory to the U.S. Administrative
Agent and such Borrower to purchase the affected Loan, in whole or in part, at an aggregate price
no less than such Loan’s (other than a Bankers’ Acceptance Loan) principal amount plus
accrued interest, in the case of any Bankers’ Acceptance Loan, to provide cash collateral in an
amount equal to the face amount of each affected Bankers’ Acceptance Loan pursuant to arrangements
satisfactory to the affected Lender, and, in each case, assume the affected obligations under this
Agreement, or (ii) so long as no Default or Event of Default then exists or will exist immediately
after giving effect to the respective prepayment, upon at least four (4) Business Days’ irrevocable
notice to the U.S. Administrative Agent (and, if applicable,
the Canadian Administrative Agent), to prepay the affected Loan (other than a Bankers’
Acceptance Loan), in whole or in part, without premium or penalty, except as otherwise provided in
subsection 4.12, or in the case of any Bankers’ Acceptance Loan, to provide cash collateral in an
amount equal to the face amount of each affected Bankers’ Acceptance Loan pursuant to arrangements
satisfactory to the affected Lender. In the case of the substitution of a Lender, the Parent
Borrower (and any other applicable Borrower), the U.S. Administrative Agent, the affected Lender,
and any substitute Lender shall execute and deliver an appropriately completed Assignment and
Acceptance pursuant to subsection 11.6(b) to effect the assignment of rights to, and the assumption
of obligations by, the substitute Lender; provided that any fees required to be paid by
subsection 11.6(b) in connection with such assignment shall be paid by such Borrower or the
substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in the
notice shall be due and payable on the date specified therein, together with any accrued interest
to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the
prepayment of an affected Loan, the applicable Borrower shall first pay the affected Lender any
additional amounts owing under subsections 4.10 and 4.11 (as well as any commitment fees and other
amounts then due and owing to such Lender, including any amounts under this subsection 4.13) prior
to such substitution or prepayment.




          (e) If any Agent or any Lender receives a refund directly attributable to taxes for which any
of the Borrowers has made additional payments pursuant to subsection 4.10(a) or 4.11(a), such Agent
or such Lender, as the case may be, shall promptly pay such refund (together with any interest with
respect thereto received from the relevant taxing authority, but net of any reasonable cost
incurred in connection therewith) to such Borrower; provided, however, that




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such
Borrower agrees promptly to return such refund (together with any interest with respect thereto due
to the relevant taxing authority) (free of all Non-Excluded Taxes) to such Agent or the applicable
Lender, as the case may be, upon receipt of a notice that such refund is required to be repaid to
the relevant taxing authority.




          (f) The obligations of any Agent, Lender or Participant under this subsection 4.13 shall
survive the termination of this Agreement and the payment of the Loans and all amounts payable
hereunder.




          4.14 Controls on Prepayment if Aggregate Outstanding RCF Credit Exceeds Aggregate RCF
Commitments. (a) In addition to the provisions set forth in subsection 4.4(c), the Parent
Borrower will implement and maintain internal controls to monitor the borrowings and repayments of
Loans by the Borrowers and the issuance of and drawings under Letters of Credit, with the object of
(A) preventing any request for an Extension of Credit that would result in (i) the Aggregate
Outstanding RCF Credit with respect to all of the RCF Lenders (including the Swing Line Lender)
being in excess of the aggregate RCF Commitments then in effect or (ii) any other circumstance
under which an Extension of Credit would not be permitted pursuant to subsection 2.1(a) and (b) and
of (B) promptly identifying any circumstance where, by reason of changes in exchange rates, the
Aggregate Outstanding RCF Credit with respect to all of the RCF Lenders (including the Swing Line
Lender) exceeds the aggregate RCF Commitments then in effect.




          (b) The (i) U.S. Administrative Agent will calculate the Aggregate Outstanding RCF Credit with
respect to all of (A) the RCF Lenders and (B) the U.S. RCF Lenders (in each case, including the
Swing Line Lender) and (ii) Canadian Administrative Agent will calculate the Aggregate Outstanding
RCF Credit with respect to the Canadian RCF Lenders, in each case, from time to time, and in any
event not less frequently than once during each calendar week. In making such calculations, the
U.S. Administrative Agent will rely on the information most recently received by it from the Swing
Line Lender in respect of outstanding Swing Line Loans, from the Issuing Lenders in respect of
outstanding L/C Obligations and from the Canadian Administrative Agent in respect of the Aggregate
Outstanding RCF Credit with respect to the Canadian RCF Lenders.




          4.15 Canadian RCF Lenders. (a) The Canadian Administrative Agent, the Canadian
Collateral Agent and any Lender that holds any commitment or makes or holds any Extension of Credit
to any Canadian Borrower will at all times be a Canadian Resident. Each Lender making an Extension
of Credit to Canadian Finco (other than an Extension of Credit with respect to which Canadian Finco
represents that interest payments made pursuant to such a Loan shall be exempt from Canadian
withholding taxation without regard to the residence of the Lender) will at all times, be a
Canadian Resident that complies with subsection 4.11(b) or (c) with respect to such Extension of
Credit to Canadian Finco.




          (b) A Canadian RCF Lender may change its Affiliate acting as Canadian Lender hereunder but
only pursuant to an assignment in form and substance reasonably satisfactory to the U.S.
Administrative Agent and the Canadian Administrative Agent (with the consent of the U.S.
Administrative Agent and the Canadian Administrative Agent and each Canadian Issuing Lender and the
Parent Borrower or the Canadian Borrowers), where the




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respective assignee represents and warrants
that it is an Affiliate of the respective Canadian RCF Lender and represents and warrants that it
is a Canadian Resident and will act directly as a Canadian Lender with respect to the Canadian RCF
Commitment of the respective Canadian RCF Lender.




          (c) Each Non-Canadian Affiliate will at all times comply with the provisions of subsection
4.11(b) or 4.11(c), as applicable.




          4.16 Cash Receipts. (a) Annexed hereto as Schedule 4.16(a), as the same may
be modified from time to time by notice to the U.S. Administrative Agent, is a schedule of all DDAs
that are maintained by the Loan Parties, which schedule includes, with respect to each depository
(i) the name and address of such depository; (ii) the account number(s) maintained with such
depository; and (iii) a contact person at such depository.




          (b) Annexed hereto as Schedule 4.16(b), as the same may be modified from time to time
by notice to the U.S. Administrative Agent, is a list describing all arrangements to which any Loan
Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card
charges for sales of goods or services by such Loan Party.




          (c) Each Loan Party shall (i) deliver to the U.S. Administrative Agent or, if such Loan Party
is a Canadian Loan Party, the Canadian Administrative Agent, notifications in form reasonably
satisfactory to the U.S. Administrative Agent or the Canadian Administrative Agent, as the case may
be, which have been executed on behalf of such Loan Party and addressed to such Loan Party’s credit
card clearinghouses and processors, in form reasonably satisfactory to the U.S. Administrative
Agent or the Canadian Administrative Agent, as the case may be (each, a “Credit Card
Notification”), (ii) deliver to the U.S. Administrative Agent or, if such Loan Party is a
Canadian Loan Party, the Canadian Administrative Agent, notifications executed on behalf of the
Borrowers to each depository institution with which any DDA is maintained, in form reasonably
satisfactory to the U.S. Administrative Agent or the Canadian Administrative Agent, as the case may
be, of the U.S. Administrative Agent’s (or, in the case of any Loan Party that is a Canadian Loan
Party, the Canadian Administrative Agent’s) interest in such DDA (each, a “DDA
Notification”), (iii) instruct each depository institution for a DDA to cause all amounts on
deposit and available at the close of each Business Day in such DDA to be swept to one of the Loan
Parties’ concentration accounts no less frequently than on a daily basis, such instructions to be
irrevocable unless otherwise agreed to in writing by the U.S. Administrative Agent or the Canadian
Administrative Agent, as the case may be, (iv) enter into a blocked account agreement (each, a
“Blocked Account Agreement”), in form reasonably satisfactory to the U.S. Administrative
Agent or the Canadian Administrative Agent, as the case may be, with the U.S. Administrative Agent
or the Canadian Administrative Agent, as the case may be, and any bank with which such Loan Party
maintains a concentration account into which the DDAs (other than proceeds excluded from the
Collateral pursuant to
any Security Document) are swept (each such account of a Loan Party other
than a Canadian Loan Party, a “U.S. Blocked Account”, each such account of a Canadian Loan
Party, a “Canadian Blocked Account” and all such accounts, collectively, the “Blocked
Accounts”), covering each such concentration account maintained with such bank, which
concentration accounts as of the Closing Date are listed on Schedule 4.16(c) annexed hereto
and (v) instruct all Account Debtors of such Loan Party that remit payments of Accounts of such
Account Debtor regularly by check pursuant to




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arrangements with such Loan Party to remit all such
payments (other than Accounts or payment thereof excluded from the Collateral pursuant to any
Security Document) to the applicable “P.O. Boxes” or “Lockbox Addresses” with respect to the
applicable DDA or concentration account, which remittances shall be collected by the applicable
bank (each, a “Collection Bank”) and deposited in the applicable DDA or concentration
account. All amounts received by the Parent Borrower, any of its Domestic or Canadian Subsidiaries
that is a Loan Party and any Collection Bank in respect of any Account, in addition to all other
cash received from any other source, shall upon receipt of such amount or cash (other than any such
amount or cash excluded from the Collateral pursuant to any Security Document) be deposited into a
DDA or concentration account. Each Loan Party agrees that it will not cause proceeds of such DDAs
to be otherwise redirected.




          (d) Each Credit Card Notification and Blocked Account Agreement shall require, after the
occurrence and during the continuance of an Event or Default or a Dominion Event, automatic
clearing house or wire transfer no less frequently than once per Business Day (unless the
Commitments have been terminated and the obligations hereunder and under the other Loan Documents
have been paid in full), of all available cash balances and cash receipts, including the then
contents or then entire ledger balance of each U.S. Blocked Account net of such minimum balance
(not to exceed $10,000 per account), if any, required by the bank at
which such U.S. Blocked Account is maintained to an account maintained by the U.S.
Administrative Agent at DBNY (the “DBNY Account”) and of each Canadian Blocked Account net
of such minimum balance (not to exceed $10,000 per account), if any, required by the bank at which
such Canadian Blocked Account is maintained to an account maintained by the Canadian Administrative
Agent at DBCB (the “DBCB Account”). Each Loan Party agrees that it will not cause any
credit card proceeds or proceeds of any Blocked Account to be otherwise redirected.




          (e) (i) All collected amounts received in the DBNY Account shall be distributed and applied on
a daily basis in the following order (in each case, to the extent the U.S. Administrative Agent has
actual knowledge of the amounts owing or outstanding as described below and any applications
otherwise described in following clauses (x) and (y), and after giving effect to the application of
any such amounts (x) otherwise required to be applied pursuant to subsections 4.4(b) or (y)
constituting proceeds from any Collateral otherwise required to be applied pursuant to the terms of
the respective Security Document): (1) first, to the payment (on a ratable basis) of any
outstanding expenses actually due and payable to the U.S. Administrative Agent, the U.S. Collateral
Agent, and, to the extent allocable to Canadian RCF Loans made to the U.S. Borrowers, the Canadian
Administrative Agent and/or the Canadian Collateral Agent under any of the Loan Documents and to
repay or prepay outstanding U.S. RCF Loans advanced by the U.S. Administrative Agent and Canadian
RCF Loans made to the U.S. Borrowers by the Canadian Administrative Agent on behalf of the
applicable Lenders hereunder; (2) second, to the extent all amounts referred to in
preceding clause (1) have been paid in full, to pay (on a ratable basis) all outstanding expenses
actually due and payable to each U.S. Issuing
Lender under any of the Loan Documents and to repay
all outstanding U.S. Borrower Unpaid Drawings and all interest thereon; (3) third, to the
extent all amounts referred to in preceding clauses (1) and (2) have been paid in full, to pay (on
a ratable basis) all accrued and unpaid interest actually due and payable on the U.S. RCF Loans
made to the U.S. Borrowers and Canadian RCF Loans made to the U.S. Borrowers and Canadian Finco and
all accrued and unpaid fees actually due and payable to the U.S. Administrative Agent and the
Canadian Administrative Agent, the U.S. Issuing




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Lenders and the RCF Lenders under any of the Loan
Documents; (4) fourth, to the extent all amounts referred to in preceding clauses (1)
through (3), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding
principal of U.S. RCF Loans made to the U.S. Borrowers and Canadian RCF Loans made to the U.S.
Borrowers (whether or not then due and payable), (5) fifth, to the extent all amounts
referred to in preceding clauses (1) through (4), inclusive, have been paid in full, to pay (on a
ratable basis) all other outstanding obligations of the U.S. Borrowers then due and payable to the
U.S. Administrative Agent, the U.S. Collateral Agent, the Canadian Administrative Agent, the
Canadian Collateral Agent and the RCF Lenders under this Agreement and (6) sixth, to the
extent all amounts referred to in preceding clauses (1) through (5), inclusive, have been paid in
full, to pay (on a ratable basis) all other outstanding obligations of the U.S. Borrowers then due
and payable to the U.S. Administrative Agent, the U.S. Collateral Agent, the Canadian
Administrative Agent, the Canadian Collateral Agent and the RCF Lenders under any of the other Loan
Documents.




          (ii) All collected amounts held in the DBCB Account shall be distributed and applied on a
daily basis in the following order (in each case, to the extent the Canadian Administrative Agent
has actual knowledge of the amounts owing or outstanding as described below and any applications
otherwise described in following clauses (x) and (y), and after giving effect to the application of
any such amounts (x) otherwise required to be applied pursuant to
subsection 4.4(b) or (y) constituting proceeds from any Collateral otherwise required to be
applied pursuant to the terms of the respective Security Document): (1) first, to the
payment (on a ratable basis) of any outstanding expenses actually due and payable by the Canadian
Borrowers to the Canadian Administrative Agent and/or the Canadian Collateral Agent under any of
the Loan Documents and to repay or prepay outstanding Canadian RCF Loans made to the Canadian
Borrowers by the Canadian Administrative Agent on behalf of the Lenders hereunder;
(2) second, to the extent all amounts referred to in preceding clause (1) have been paid in
full, to pay (on a ratable basis) all outstanding expenses actually due and payable by the Canadian
Borrower to each Canadian Issuing Lender under any of the Loan Documents and to repay all
outstanding Canadian Borrower Unpaid Drawings and interest thereon; (3) third, to the
extent all amounts referred to in preceding clauses (1) and (2) have been paid in full, to pay (on
a ratable basis) all accrued and unpaid interest actually due and payable on the Canadian RCF Loans
made to the Canadian Borrowers and all accrued and unpaid fees actually due and payable by the
Canadian Borrowers to the Canadian Administrative Agent, the Canadian Issuing Lenders and the
Canadian Lenders under any of the Loan Documents; (4) fourth, to the extent all amounts
referred to in preceding clauses (1) through (3), inclusive, have been paid in full, to repay (on a
ratable basis) the outstanding principal of Canadian RCF Loans (other than Bankers’ Acceptance
Loans where the underlying B/A Instruments have not matured) made to the Canadian Borrowers
(whether or not then due and payable); (5) fifth, to the extent all amounts referred to in
preceding clauses (1) through (4), inclusive, have been paid in full, to provide cash collateral in
an amount equal to the aggregate face amounts of all outstanding Bankers’ Acceptance Loans on terms
reasonably satisfactory to the Canadian Administrative Agent; (6) sixth, to the extent all
amounts referred to in preceding clauses (1) through (5), inclusive, have been paid in full, to pay
(on a ratable basis) all other outstanding obligations of the Canadian Borrowers then due and
payable to the Canadian Administrative Agent, the Canadian Collateral Agent and the Canadian
Lenders under this Agreement; and (7) seventh, to the extent all amounts referred to in
preceding clauses (1) through (6), inclusive, have been paid in full, to pay (on a ratable basis)
all other outstanding obligations of the Canadian Borrowers then due and payable to the Canadian




126









 







Administrative Agent, the Canadian Collateral Agent and the Canadian Lenders under any of the other
Loan Documents.




          (f) If, at any time after the occurrence and during the continuance of an Event of Default or
a Dominion Event as to which the U.S. Administrative Agent has notified the Borrower, any cash or
Cash Equivalents owned by any Loan Party (other than (i) de minimis cash or Cash Equivalents from
time to time inadvertently misapplied by any Loan Party and (ii) cash or Cash Equivalents that are
(or are in any account that is) excluded from the Collateral pursuant to any Security Document)
deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account
subject to a Blocked Account Agreement (or a DDA which is swept daily to such Blocked Account), the
U.S. Administrative Agent or the Canadian Administrative Agent, as the case may be, shall be
entitled to require the applicable Loan Party to close such account and have all funds therein
transferred to a Blocked Account, and to caused all future deposits to be made to a Blocked
Account.




          (g) The Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked
Accounts, subject to the contemporaneous execution and delivery to the U.S. Administrative Agent or
the Canadian Administrative Agent, as the case may be, of a DDA Notification or Blocked Account
Agreement consistent with the provisions of paragraphs (c) and




          (d) of this subsection 4.16 and otherwise reasonably satisfactory to the U.S. Administrative
Agent or the Canadian Administrative Agent, as the case may be. Unless consented to in writing by
the U.S. Administrative Agent or the Canadian Administrative Agent, as the case may be, the Loan
Parties shall not enter into any agreements with credit card processors other than the ones listed
on Schedule 4.16(b) unless contemporaneously therewith a Credit Card Notification is
executed and a copy thereof is delivered to the U.S. Administrative Agent or the Canadian
Administrative Agent, as the case may be.




          (h) (i) The DBNY Account shall at all times be under the sole dominion and control of the U.S.
Administrative Agent. Each Loan Party hereby acknowledges and agrees that, except to the extent
otherwise provided in the U.S. Guarantee and Collateral Agreement (x) such Loan Party has no right
of withdrawal from the DBNY Account, (y) the funds on deposit in the DBNY Account shall at all
times continue to be collateral security for all of the obligations of the Loan Parties (other than
the Canadian Loan Parties) hereunder and under the other Loan Documents and (z) the funds on
deposit in the DBNY Account shall be applied as provided in this Agreement, the Intercreditor
Agreement and the First Lien Intercreditor Agreement. In the event that, notwithstanding the
provisions of this subsection 4.16, any Loan Party receives or otherwise has dominion and control
of any proceeds or collections required to be transferred to the DBNY Account pursuant to
subsection 4.16(d), such proceeds and collections shall be held in trust by such Loan Party for the
U.S. Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or
deposited in any account of such Loan Party and shall promptly be deposited into the DBNY Account
or dealt with in such other fashion as such Loan Party may be instructed by the U.S. Administrative
Agent.




          (ii) The DBCB Account shall at all times be under the sole dominion and control of the
Canadian Administrative Agent. Each Loan Party hereby acknowledges and agrees that, except to the
extent otherwise provided in the Canadian Security Agreement (x) such Loan Party has no right of
withdrawal from the
DBCB Account, (y) the funds on deposit in the




127









 







DBCB Account shall at all times
continue to be collateral security for all of the obligations of the Canadian Loan Parties
hereunder and under the other Loan Documents and (z) the funds on deposit in the DBCB Account shall
be applied as provided in this Agreement. In the event that, notwithstanding the provisions of
this subsection 4.16, any Loan Party receives or otherwise has dominion and control of any proceeds
or collections required to be transferred to the DBCB Account pursuant to subsection 4.16(d), such
proceeds and collections shall be held in trust by such Loan Party for the Canadian Administrative
Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any
account of such Loan Party and shall promptly be deposited into the DBCB Account or dealt with in
such other fashion as such Loan Party may be instructed by the Canadian Administrative Agent.




          (i) So long as (i) no Event of Default has occurred and is continuing and (ii) no Dominion
Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control
over, the manner of disposition of funds in the Blocked Accounts.




          (j) Any amounts held or received in the DBNY Account or the DBCB Account (including all
interest and other earnings with respect hereto, if any) at any time (x) when all of the
obligations hereunder and under the other Loan Documents have been satisfied or (y) all Events of
Default and Dominion Events have been cured, shall (subject in the
case of clause (x) to the provisions of the Intercreditor Agreement and the First Lien
Intercreditor Agreement), be remitted to the operating account of the applicable Borrower.




          (k) Notwithstanding anything herein to the contrary, the Loan Parties shall be deemed to be in
compliance with the requirements set forth in this subsection 4.16 during the initial forty-five
(45) day period commencing on the Closing Date to the extent that the arrangements described above
are established and effective not later than the date that is forty-five (45) days following the
Closing Date or such later date as the U.S. Administrative Agent, in its sole discretion, may
agree.




          Section 5. Representations and Warranties. To induce each Administrative Agent and
each Lender to make the Extensions of Credit requested to be made by it on the Closing Date and on
each Borrowing Date thereafter, each Credit Agreement Party, with respect to itself and its
Subsidiaries, hereby represents and warrants, on the Closing Date, in each case after giving effect
to the Transaction, and on every Borrowing Date thereafter to the U.S. Administrative Agent and
each Lender that:




          5.1 Financial Condition. (a) The audited consolidated balance sheets of the
Recapitalized Business (it being understood that the reporting entity is RSC) as of December 31,
2004 and December 31, 2005 and the consolidated statements of income, shareholders’ equity and cash
flows of the Recapitalized Business (it being understood that the reporting entity is RSC) for the
fiscal years ended as of December 31, 2003, December 31, 2004 and December 31, 2005, reported on by
and accompanied by unqualified reports from KPMG LLP, present fairly, in all material respects, the
consolidated financial condition as at such date, and the consolidated results of operations and
consolidated cash flows for the respective fiscal years then ended, of the Recapitalized Business.
All such financial statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP consistently applied throughout the periods covered thereby
(except as approved by a Responsible Officer and disclosed in any such




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schedules and notes).
During the period from December 31, 2005 to and including the Closing Date, except as provided in
the Recapitalization Agreement and in connection with the consummation of the Transaction, there
has been no sale, transfer or other disposition by the Recapitalized Business of any material part
of the business or property of the Recapitalized Business, and no purchase or other acquisition by
it of any business or property (including any Capital Stock of any other Person) material in
relation to the consolidated financial condition of the Recapitalized Business which is not
reflected in the foregoing financial statements or in the notes thereto and has not otherwise been
disclosed in writing to the Lenders on or prior to the Closing Date.




          (b) The pro forma balance sheet and statements of operations of the Recapitalized Business and
its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, are
the balance sheet and statements of operations of the Recapitalized Business and its consolidated
Subsidiaries as of December 31, 2005, adjusted to give effect (as if such events had occurred on
such date for the purposes of the balance sheet and on January 1, 2005 for the purposes of the
statement of operations) to the consummation of the Transaction.




          5.2 No Change; Solvent. Since December 31, 2005, except as and to the extent
disclosed on Schedule 5.2, (a) there has been no development or event relating to or
affecting Holdings or any of its Subsidiaries which has had or could be reasonably expected to have
a Material Adverse Effect (after giving effect to the consummation of the Transaction) and (b)
except in connection with the Transaction or as otherwise permitted under this Agreement and each
other Loan Document, no dividends or other distributions have been declared, paid or made upon the
Capital Stock of Holdings, nor has any of the Capital Stock of Holdings been redeemed, retired,
purchased or otherwise acquired for value by Holdings or any of its Subsidiaries. As of the
Closing Date, after giving effect to the consummation of the Transaction, each Loan Party is
Solvent.




          5.3 Corporate Existence. Each of the Loan Parties (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or formation,
(b) has the corporate, limited liability company or partnership power and authority, as the case
may be, and the legal right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, except to the extent that the
failure to have such legal right could not be reasonably expected to have a Material Adverse Effect
and (c) is duly qualified as a foreign corporation, limited liability company or partnership and in
good standing under the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification, other than in such
jurisdictions where the failure to be so qualified and in good standing could not be reasonably
expected to have a Material Adverse Effect.




          5.4 Corporate Power; Authorization; Consents; Enforceable Obligations. Each Loan
Party has the corporate, limited liability company or partnership power and authority, as the case
may be, and the legal right, to make, deliver and perform the Loan Documents to which it is a party
and, in the case of each of the Borrowers, to obtain Extensions of Credit hereunder, and each such
Loan Party has taken all necessary corporate, limited liability company or partnership action, as
the case may be, to authorize the execution, delivery and performance of the Loan Documents to
which it is a party and, in the case of each of the Borrowers, to authorize




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the Extensions of
Credit to it, if any, on the terms and conditions of this Agreement, any Notes and the L/C
Requests. No consent or authorization of, filing with, notice to or other similar act by or in
respect of, any Governmental Authority or any other Person is required to be obtained or made by or
on behalf of any Loan Party in connection with the execution, delivery, performance, validity or
enforceability of the Loan Documents to which it is a party or, in the case of each of the
Borrowers, with the Extensions of Credit to it, if any, hereunder, except for (a) consents,
authorizations, notices and filings described in Schedule 5.4, all of which have been
obtained or made prior to the Closing Date, (b) filings to perfect the Liens created by the
Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940, as amended
(31 U.S.C. § 3727 et seq.), in respect of accounts of Holdings and its Subsidiaries the Obligor in
respect of which is the United States of America or any department, agency or instrumentality
thereof, (d) filings pursuant to the Financial Administration Act
(Canada) in respect of Accounts of the Parent Borrower and its Subsidiaries the Obligor in
respect of which is Her Majesty the Queen in the right of Canada or any department, agency or
instrumentality thereof and (e) consents, authorizations, notices and filings which the failure to
obtain or make could not reasonably be expected to have a Material Adverse Effect. This Agreement
has been duly executed and delivered by each Credit Agreement Party, and each other Loan Document
to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan
Party. This Agreement constitutes a legal, valid and binding obligation of each Credit Agreement
Party and each other Loan Document to which any Loan Party is a party when executed and delivered
will constitute a legal, valid and binding obligation of such Loan Party, in each case enforceable
against such Credit Agreement Party or such other Loan Party, as the case may be, in accordance
with its terms, except as enforceability may be limited by applicable domestic or foreign
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).




          5.5 No Legal Bar. The execution, delivery and performance of the Loan Documents by
any of the Loan Parties, the Extensions of Credit hereunder and the use of the proceeds thereof (a)
will not violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect
that could reasonably be expected to have a Material Adverse Effect and (b) will not result in, or
require, the creation or imposition of any Lien (other than the Liens permitted by subsection 8.3)
on any of its properties or revenues pursuant to any such Requirement of Law or Contractual
Obligation.




          5.6 No Material Litigation. No litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the knowledge of the Parent Borrower,
threatened by or against Holdings or any of its Subsidiaries or against any of their respective
properties or revenues, (a) which is so pending or threatened at any time on or prior to the
Closing Date and relates to any of the Loan Documents or any of the transactions contemplated
hereby or thereby or (b) which could be reasonably expected to have a Material Adverse Effect.




          5.7 No Default. Neither Holdings nor any of its Subsidiaries is in default under or
with respect to any of its Contractual Obligations in any respect which could be reasonably
expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is
continuing.




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          5.8 Ownership of Property; Liens. Each of Holdings and its Subsidiaries has good
title in fee simple to, or a valid leasehold interest in, all its material real property, and good
title to, or a valid leasehold interest in, all its other material property, and none of such
property is subject to any Lien, except for Liens permitted by subsection 8.3. Schedule 5.8 sets
forth all material real properties owned in fee or leased by the Loan Parties as of the Closing
Date.




          5.9 Intellectual Property. The Parent Borrower and each of its Subsidiaries owns, or
has the legal right to use, all Intellectual Property necessary for each of them to conduct its
business as currently conducted except for those the failure to own or have such legal right to use
could not be reasonably expected to have a Material Adverse Effect. Except as provided on
Schedule 5.9, no claim has been asserted and is pending by any Person challenging or
questioning the use of any such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does the Parent Borrower know of any such claim, and, to the knowledge
of the Parent Borrower, the use of such Intellectual Property by the Parent Borrower and its
Subsidiaries does not infringe on the rights of any Person, except for such claims and
infringements which in the aggregate, could not be reasonably expected to have a Material Adverse
Effect.




          5.10 Compliance With Requirements of Law and Contractual Obligations. Neither
Holdings nor any of its Subsidiaries is in violation of any Requirement of Law or Contractual
Obligation of or applicable to Holdings or any of its Subsidiaries, which violation could be
reasonably expected to have a Material Adverse Effect.




          5.11 Taxes. Holdings and its Subsidiaries have filed or caused to be filed all United
States federal income tax returns and all other material tax returns which are required to be filed
and has paid (a) all taxes shown to be due and payable on such returns and (b) all taxes shown to
be due and payable on any assessments of which it has received notice made against it or any of its
property (including the Mortgaged Properties) and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority (other than any (i) taxes, fees or other
charges with respect to which the failure to pay, in the aggregate, could not have a Material
Adverse Effect or (ii) taxes, fees or other charges the amount or validity of which are currently
being contested in good faith by appropriate proceedings diligently conducted and with respect to
which reserves in conformity with GAAP have been provided on the books of Holdings or its
Subsidiaries, as the case may be); and no tax Lien has been filed, and no claim is being asserted,
with respect to any such tax, fee or other charge.




          5.12 Federal Regulations. No part of the proceeds of any Extensions of Credit will be
used for any purpose which violates the provisions of the Regulations of the Board, including,
without limitation, Regulation T, Regulation U or Regulation X of the Board. If requested by any
Lender or the U.S. Administrative Agent, the Parent Borrower will furnish to the U.S.
Administrative Agent and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, referred to in said Regulation U.




          5.13 ERISA. (a) During the five year period prior to each date as of which this
representation is made, or deemed made, with respect to any Plan (or, with respect to (f) or (h)
below, as of the date such representation is made or deemed made), none of the following events or
conditions,
either individually or in the aggregate, has resulted or is reasonably likely to result




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in a
Material Adverse Effect: (a) a Reportable Event; (b) an “accumulated funding deficiency” (within
the meaning of Section 412 of the Code or Section 302 of ERISA); (c) any noncompliance with the
applicable provisions of ERISA or the Code; (d) a termination of a Single Employer Plan (other than
a standard termination pursuant to Section 4041(b) of ERISA); (e) a Lien on the property of
Holdings, its Subsidiaries or any Commonly Controlled Entity in favor of the PBGC or a Plan; (f)
any Underfunding with respect to any Single Employer Plan; (g) a complete or partial withdrawal
from any Multiemployer Plan by Holdings or any Commonly Controlled Entity; (h) any liability of
Holdings or any Commonly Controlled Entity under ERISA if Holdings or any such Commonly Controlled
Entity were to withdraw completely from all Multiemployer Plans as of the annual valuation date
most closely preceding the date on which this representation is made or deemed made; (i) the
Reorganization or Insolvency of any Multiemployer Plan; or (j) any transactions that resulted or
could reasonably be expected to result in any liability to Holdings or any Commonly Controlled
Entity under Section 4069 of ERISA or Section 4212(c) of ERISA.




          (b) With respect to any Foreign Plan, none of the following events or conditions exists and is
continuing that, either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect: (a) substantial non-compliance with its terms and with the requirements
of any and all applicable laws, statutes, rules, regulations and orders; (b) failure to be
maintained, where required, in good standing with applicable regulatory authorities; (c) any
obligation of Holdings or its Subsidiaries in connection with the termination or partial
termination of, or withdrawal from, any Foreign Plan; (d) any Lien on the property of the Parent
Borrower or its Subsidiaries in favor of a Governmental Authority as a result of any action or
inaction regarding a Foreign Plan; (e) for each Foreign Plan which is a funded or insured plan,
failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S.
law (using actuarial methods and assumptions which are consistent with the valuations last filed
with the applicable Governmental Authorities); (f) any facts that, to the best knowledge of the
Parent Borrower or any of its Subsidiaries, exist that would reasonably be expected to give rise to
a dispute and any pending or threatened disputes that, to the best knowledge of the Parent Borrower
or any of its Subsidiaries, would reasonably be expected to result in a material liability to the
Parent Borrower or any of its Subsidiaries concerning the assets of any Foreign Plan (other than
individual claims for the payment of benefits); and (g) failure to make all contributions in a
timely manner to the extent required by applicable non-U.S. law.




          5.14 Collateral. (a) Upon execution and delivery thereof by the parties thereto, the
U.S. Guarantee and Collateral Agreement and the Mortgages will be effective to create (to the
extent described therein) in favor of the U.S. Collateral Agent for the ratable benefit of the
U.S. Secured Parties, a legal, valid and enforceable security interest in the Collateral described
therein, except as may be limited by applicable domestic or foreign bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing. When (a) the actions
specified in Schedule 3 to the U.S. Guarantee and Collateral Agreement have been duly
taken, (b) all applicable Instruments, Chattel Paper and Documents (each as described therein) a
security interest in which is perfected by possession have been delivered to, and/or are in the
continued possession of, the U.S. Collateral Agent, (c) all Deposit Accounts and Electronic




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Chattel
Paper (each as defined in the U.S. Guarantee and Collateral Agreement) a security interest in which
is required to be or is perfected by “control” (as described in the Uniform Commercial Code as in
effect in the State of New York from time to time) are under the “control” of the U.S. Collateral
Agent or the U.S. Administrative Agent, as agent for the U.S. Collateral Agent and as directed by
the U.S. Collateral Agent and (d) the Mortgages have been duly recorded, the security interests
granted pursuant thereto shall constitute (to the extent described therein) a perfected security
interest in, all right, title and interest of each pledgor or mortgagor (as applicable) party
thereto in the Collateral described therein (excluding Commercial Tort Claims, as defined in the
U.S. Guarantee and Collateral Agreement, other than such Commercial Tort Claims set forth on
Schedule 7 thereto (if any)) with respect to such pledgor or mortgagor (as applicable).
Notwithstanding any other provision of this Agreement, capitalized terms which are used in this
subsection 5.14 and not defined in this Agreement are so used as defined in the applicable Security
Document.




          (b) Upon execution and delivery thereof by the parties thereto, the Canadian Security
Agreement will be effective to create (to the extent described therein) in favor of the Canadian
Collateral Agent, for the ratable benefit of the Canadian Secured Parties, a legal, valid and
enforceable security interest in the Collateral described therein, except as may be limited by
applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally, general
equitable principles (whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing. When the actions specified in Schedule 3 to the
Canadian Security Agreement have been duly taken the security interests granted pursuant thereto
shall constitute (to the extent described therein) a perfected security interest in, all right,
title and interest of each pledgor party thereto in the Collateral described therein with respect
to such pledgor.





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          5.15 Investment Company Act; Other Regulations. No Credit Agreement Party is an
“investment company”, or a company “controlled” by an “investment company”, within the meaning of
the Investment Company Act. No Credit Agreement Party is subject to regulation under any Federal
or State statute or regulation (other than Regulation X of the Board) which limits its ability to
incur Indebtedness as contemplated hereby.




          5.16 Subsidiaries. Schedule 5.16 sets forth all the Subsidiaries of Holdings
at the Closing Date (after giving effect to the Transaction), the jurisdiction of their
incorporation and the direct or indirect ownership interest of Holdings therein.




          5.17 Purpose of Loans. The proceeds of the RCF Loans incurred on the Closing Date
will be used by the Parent Borrower to finance, in part, payments required in connection with the
Recapitalization and to pay the fees and expenses incurred in connection with the Transaction. The
proceeds of RCF Loans and Swing Line Loans incurred after the Closing Date shall be used by the
Borrowers to finance the working capital and business requirements of, and for general corporate
purposes of, the Parent Borrower and its Subsidiaries.




          5.18 Environmental Matters. Other than as disclosed on Schedule 5.18 or
exceptions to any of the following that could not, individually or in the aggregate, reasonably be
expected to give rise to a Material Adverse Effect:





     (a) The Parent Borrower and its Subsidiaries: (i) are, and within the period of all
applicable statutes of limitation have been, in compliance with all applicable Environmental
Laws; (ii) hold all Environmental Permits (each of which is in full force and effect)
required for any of their current operations or for any property owned, leased, or otherwise
operated by any of them and reasonably expect to timely obtain without material expense all
such Environmental Permits required for planned operations; (iii) are, and within the period
of all applicable statutes of limitation have been, in compliance with all of their
Environmental Permits; and (iv) believe they will be able to maintain compliance with
Environmental Laws, including any reasonably foreseeable future requirements thereto.




     (b) Materials of Environmental Concern have not been transported, disposed of, emitted,
discharged, or otherwise released or threatened to be released, to or at any real property
presently or formerly owned, leased or operated by the Parent Borrower or any of its
Subsidiaries or at any other location, which would reasonably be expected to (i) give rise
to liability or other Environmental Costs of the Parent Borrower or any of its Subsidiaries
under any applicable Environmental Law, or (ii) interfere with the Parent Borrower’s planned
or continued operations of the Parent Borrower or any of its Subsidiaries, or (iii) impair
the fair saleable value of any real property owned by the Parent Borrower or any of its
Subsidiaries that is part of the Collateral.




     (c) There is no judicial, administrative, or arbitral proceeding (including any notice
of violation or alleged violation) under any Environmental Law to which the Parent Borrower
or any of its Subsidiaries is, or to the knowledge of the Parent Borrower or any of its
Subsidiaries is reasonably likely to be, named as a party that is pending or, to the
knowledge of the Parent Borrower or any of its Subsidiaries, threatened.



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     (d) Neither the Parent Borrower nor any of its Subsidiaries has received any written
request for information, or been notified that it is a potentially responsible party, under
CERCLA or any similar Environmental Law, or received any other written request for
information from any Governmental Authority with respect to any Materials of Environmental
Concern.




     (e) Neither the Parent Borrower nor any of its Subsidiaries has entered into or agreed
to any consent decree, order, or settlement or other agreement, nor is subject to any
judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or
other forum, relating to compliance with or liability under any Environmental Law.



          5.19 True and Correct Disclosure. The written information (including the Confidential
Information Memorandum, reports, financial statements, exhibits and schedules but excluding
information of a general economic or industry nature) furnished by or on behalf of any Credit
Agreement Party to any Administrative Agent, any Collateral Agent, the Lead Arrangers and the
Lenders for purposes of or in connection with this Agreement, the other Loan Documents or any
transaction contemplated herein or therein is, and all other such written information (taken as a
whole) hereafter furnished by or on behalf of any Credit Agreement Party in writing to any
Administrative Agent, any Collateral Agent or any Lender will be, true and accurate in all material
respects on the date as of which such information is dated or certified and does not and will not
omit to state any fact necessary to make such information (taken as a whole) not materially
misleading in their presentation of Holdings and its Subsidiaries (taken as a whole) at such time
in light of the circumstances under which such information was provided. It is understood that (a)
no representation or warranty is made concerning the forecasts, estimates, pro forma information,
projections and statements as to anticipated future performance or conditions, and the assumptions
on which they were based, contained in any such information, reports, financial statements,
exhibits or schedules, except that as of the date such forecasts, estimates, pro forma information,
projections and statements were generated, (i) such forecasts, estimates, pro forma information,
projections and statements were based on the good faith assumptions of the management of Holdings
and its Subsidiaries and (ii) such assumptions were believed by such management to be reasonable
and (b) such forecasts, estimates, pro forma information and statements, and the assumptions on
which they were based, may or may not prove to be correct.




          5.20 Delivery of the Recapitalization Agreement. The Parent Borrower has delivered to
the U.S. Administrative Agent a complete photocopy of the Recapitalization Agreement (including all
exhibits, schedules, disclosure letters referred to therein or delivered pursuant thereto, if any)
and all amendments thereto, waivers relating thereto and other side letters or agreements affecting
the terms thereof in any material respect.




          5.21 Certain Representations and Warranties Contained in the Recapitalization
Agreement. Each of the Transaction Documents to be entered into by any Loan Party on or prior
to the Closing Date will have been duly executed and delivered by each of the Loan Parties which is
a party thereto on or prior to the Closing Date and, to the knowledge of the Credit Agreement
Parties, all other parties thereto on or prior to the Closing Date, and is in full force and effect
on the Closing Date, in each case to the extent required pursuant to the terms of the relevant
Transaction Documents. As of the Closing Date, the representations and warranties of




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the Recapitalized Business and, to the knowledge of Holdings, any of the other parties thereto
contained in the Recapitalization Agreement (after giving effect to any amendments, supplements,
waivers or other modifications of the Recapitalization Agreement prior to the Closing Date in
accordance with this Agreement), to the extent a breach of such representation or warranty would
result in either Sponsor or any of its Affiliates having a right to terminate its obligations
thereunder (without giving effect to any notice required thereunder), are true and correct in all
material respects except as otherwise disclosed to the U.S. Administrative Agent in writing prior
to the Closing Date.




          5.22 Labor Matters. There are no strikes pending or, to the knowledge of Holdings,
reasonably expected to be commenced against Holdings or any of its Subsidiaries which, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The hours
worked and payments made to employees of Holdings and each of its Subsidiaries have not been in
violation of any applicable laws, rules or regulations, except where such violations could not
reasonably be expected to have a Material Adverse Effect.




          5.23 Special Purpose Corporation. Holdings was formed to effect the Transaction.
Prior to the consummation of the Transaction, Holdings did not have any significant assets or
liabilities (except pursuant to the Transaction Documents or otherwise relating to the
Transaction).




          5.24 Insurance. Schedule 5.24 sets forth a complete and correct listing of
all insurance that is maintained by the Loan Parties that is material to the business and
operations of Holdings and its Subsidiaries taken as a whole, in each case as of the Closing Date,
with the amounts insured (and any deductibles) set forth therein.




          5.25 Eligible Accounts and Eligible Unbilled Accounts. As of the date of any
Borrowing Base Certificate, all Accounts included in the calculation of Eligible Accounts and
Eligible Unbilled Accounts on such Borrowing Base Certificate satisfy all requirements of an
“Eligible Account” and “Eligible Unbilled Accounts”, respectively, hereunder.




          5.26 Eligible Rental Fleet. As of the date of any Borrowing Base Certificate, all
Rental Fleet included in the calculation of Eligible Rental Fleet on such Borrowing Base
Certificate satisfy all requirements of an “Eligible Rental Fleet” hereunder.




          5.27 Eligible Inventory. As of the date of any Borrowing Base Certificate, all
Inventory included in the calculation of Eligible Inventory on such Borrowing Base Certificate
satisfy all requirements of an “Eligible Inventory” hereunder.




          5.28 Anti-Terrorism. As of the Closing Date, Holdings and its Subsidiaries are in
compliance with the Uniting and Strengthening of America by Providing the Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, except as could not reasonably be
expected to have a Material Adverse Effect.




          5.29 Capitalization. (a) On the Closing Date, RSC LLC I owns 100% of the membership
interests in Holdings. All such membership interests have been duly and validly issued.




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          (b) On the Closing Date, Holdings owns 100% of the membership interests in the Parent
Borrower. All such membership interests have been duly and validly issued.




          (c) On the Closing Date, the authorized capital stock of RSC consists of (x) 1,000 shares of
common stock, without par value, that is outstanding and (y) 100 shares of preferred stock, $10 par
value, that is not outstanding. All outstanding shares of Capital Stock of RSC have been duly and
validly issued and are fully paid and non-assessable (other than any assessment on the shareholders
of RSC that may be imposed as a matter of law) and are owned by the Parent Borrower. RSC does not
have outstanding any Capital Stock, or other securities, in each case, convertible into or
exchangeable for its Capital Stock or any rights to subscribe for or to purchase, or any options
for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or
any calls, commitments or claims of any character relating to, its Capital Stock.




          (d) On the Closing Date, the authorized Capital Stock of RSC Canada consists of an unlimited
number of common shares without par value, with 1,100 such common shares outstanding. All
outstanding Capital Stock in RSC Canada has been duly and validly issued and is fully paid and
non-assessable (other than any assessment on the shareholders of RSC Canada that may be imposed as
a matter of law) and is owned by RSC. RSC Canada does not have outstanding any Capital Stock, or
other securities convertible, in each case, into or exchangeable for its Capital Stock or any
rights to subscribe for or to purchase, or any options for the purchase of, or any agreement
providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its Capital Stock.




          5.30 Rental Fleet; Business of the Credit Parties. (a) Each U.S. Loan Party that owns
Inventory holds such Inventory for sale or lease and is in the business of selling goods of that
kind.




          (b) Each Canadian Loan Party that owns Inventory (i) holds such Inventory for sale or lease
and is in the business of selling goods of that kind.




          Section 6. Conditions Precedent.




          6.1 Conditions to Initial Extension of Credit. The Original Credit Agreement,
including the agreement of each Lender to make the initial Extension of Credit requested to be made
by it, became effective on the Closing Date, the date on which the following conditions precedent
were satisfied:





     (a) Loan Documents. The U.S. Administrative Agent shall have received the
following Loan Documents, executed and delivered as required below, with, in the case of
clause (i), a copy for each Lender:




     (i) this Agreement, executed and delivered by a duly authorized officer of each Credit
Agreement Party;




     (ii) the U.S. Guarantee and Collateral Agreement, executed and delivered by a duly
authorized officer of each Credit Agreement Party thereto;



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     (iii) each Canadian Security Document, executed and delivered by a duly authorized
officer of each Canadian Borrower and each other Canadian Loan Party; and




     (iv) the Intercreditor Agreement, executed and delivered by a duly authorized officer
of each Loan Party party thereto.




     (b) Recapitalization Agreement. The Recapitalization shall have been
consummated, or substantially concurrently with the initial Extensions of Credit hereunder
and the borrowings under the Second-Lien Credit Agreement shall be consummated,
substantially in accordance with the Recapitalization Agreement and all material conditions
precedent to the consummation of the Recapitalization set forth in such Recapitalization
Agreement shall have been satisfied or waived with the consent of the Lead Arrangers (such
consent not to be unreasonably withheld or delayed). The Recapitalization Agreement, the
structure and terms of the Recapitalization (including the Seller Note) and the
documentation for each component of the Recapitalization shall be reasonably satisfactory in
all material respects in form and substance to the Lead Arrangers, and such documentation
shall not have been amended, supplemented or otherwise changed in a manner materially
adverse to the Lenders without the consent of the Lead Arrangers (such consent not to be
unreasonably withheld or delayed). It is expressly acknowledged by the Lead Arrangers that
(i) the terms and conditions of the Recapitalization Agreement (and all exhibits, annexes
and schedules thereto), dated as of October 6, 2006 and (ii) the structure and terms of the
Recapitalization specified therein, are so satisfactory.




     (c) Debt Financing. (i) The U.S. Administrative Agent shall receive,
substantially concurrently with the satisfaction of the other conditions precedent set forth
in this subsection 6.1, evidence, in form and substance reasonably satisfactory to it, that
the Parent Borrower and RSC shall have received gross cash proceeds (calculated before
underwriting fees) of $620,000,000 from the issuance of a like principal amount of Senior
Notes in accordance with the terms and conditions of the Senior Note Indenture and all
applicable laws.



          (ii) The U.S. Administrative Agent shall receive, substantially concurrently with the
satisfaction of the other conditions precedent set forth in this subsection 6.1, evidence, in form
and substance reasonably satisfactory to it, that Holdings, the Parent Borrower and RSC shall have
(i) executed and delivered the Second-Lien Term Loan Credit Agreement and (ii) the Parent Borrower
and RSC shall have received gross cash proceeds in an aggregate principal amount equal to
$1,130,000,000 from the incurrence of Second-Lien Term Loans pursuant to the Second-Lien Term Loan
Credit Agreement.




          (iii) On the Closing Date, the U.S. Administrative Agent shall have received true and correct
copies of the Senior Note Documents, certified as such by an appropriate officer of the Parent
Borrower.




          (d) Outstanding Indebtedness and Preferred Equity; No Defaults. After giving effect
to the consummation of the Transaction, Holdings and its Subsidiaries shall have no outstanding
preferred equity or Indebtedness held by third parties (other than Holdings or any of




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its Subsidiaries), except for indebtedness incurred pursuant to the Debt Financing and any
Assumed Indebtedness, and all Capital Stock of the Parent Borrower shall be directly or indirectly
owned by Holdings free and clear of Liens (other than those securing the obligations arising under
the Loan Documents and the Second-Lien Term Loan Documents). Any other existing Indebtedness shall
have been repaid, defeased or otherwise discharged substantially concurrently with or prior to the
satisfaction of the other conditions precedent set forth in this subsection 6.1.




          (e) Financial Information. The Lead Arrangers and the Lenders shall have received (i)
audited consolidated financial statements of the Recapitalized Business (with RSC as the reporting
entity) for the three Fiscal Years (two Fiscal Years, in the case of balance sheets) of the
Recapitalized Business ended prior to the Closing Date, (ii) unaudited consolidated financial
statements of ACNA for the quarterly periods ended March 31, 2006 and June 30, 2006, and unaudited
consolidated financial statements of the Recapitalized Business (with RSC as the reporting entity)
for the quarterly period ended September 30, 2006, (iii) a pro forma consolidated balance sheet of
the Recapitalized Business as of the date of the most recent consolidated balance sheet delivered
pursuant to preceding clause (ii) and a pro forma statement of operations for the most recent
Fiscal Year, interim period and 12-month period ending on the last day of such interim period, in
each case adjusted to give effect to the Transaction, and any other transactions that would be
required to be given pro forma effect by Regulation S-X for a Form S-1 Registration Statement under
the Securities Act, and such other adjustments as may be reasonably agreed between the Parent
Borrower and the Lead Arrangers, which pro forma financial statements shall demonstrate, in
reasonable detail, that the total consolidated indebtedness of the Recapitalized Business and its
subsidiaries consisting of indebtedness for borrowed money (including purchase money indebtedness)
and capital leases (determined on a pro forma basis after giving effect to the Transaction) does
not exceed 4.40 multiplied by EBITDA of the Recapitalized Business (calculated subject to the
Closing Date adjustments set forth on Schedule 6.1(e) hereto) for the 12-month period ending on the
last day of the fiscal quarter ending no more than forty-five (45) days prior to the Closing Date,
(iv) interim financial statements of the Recapitalized Business (with RSC as the reporting entity)
for each month ended after the date of the last available quarterly financial statements and at
least thirty (30) days prior to the Closing Date and (v) detailed projected consolidated financial
statements of the Recapitalized Business for the five Fiscal Years ending after the Closing Date,
which projections shall (x) reflect the forecasted consolidated financial condition of the Parent
Borrower and its Subsidiaries after giving effect to the Transaction and the related financing
thereof and (y) be prepared and approved by the Parent Borrower.




          (f) Governmental Approvals and/or Consents. The applicable waiting periods specified
under Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the
transactions contemplated by the Recapitalization Agreement shall have lapsed or been terminated
and all other consents or approvals under the Competition Act (Canada) from the Canadian Bureau of
Competition, any of the antitrust or competition governmental authorities of any other jurisdiction
in which the Recapitalized Business, Holdings or any of its Subsidiaries owns a material amount of
assets, and all other consents and approvals from any other Governmental Authority required to
consummate the transactions contemplated by the Recapitalization Agreement, the failure of which to
obtain could have a material adverse effect on the business, condition (financial or otherwise) or
results of operations of Holdings and its




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Subsidiaries, taken as a whole, shall have been obtained. On the Closing Date, there shall be
no injunction, restraining order or decree of any nature of any Governmental Authority that is in
effect that restrains or prohibits the consummation of the transactions contemplated by the
Recapitalization Agreement. All Loans to the Borrowers (and all guarantees thereof and security
therefor), as well as the Recapitalization and the consummation thereof, shall be in substantial
compliance in all material respects with all applicable requirements of law, including Regulations
T, U and X of the Board (the “Margin Regulations”). The U.S. Administrative Agent shall
have received a certificate of a Responsible Officer of the Parent Borrower stating that all other
consents, authorizations, notices and filings referred to in Schedule 5.4 are in full force and
effect or have the status described therein, and the U.S. Administrative Agent shall have received
evidence thereof reasonably satisfactory to it.




          (g) Lien Searches. The U.S. Administrative Agent shall have received the results of a
recent search by a Person reasonably satisfactory to the U.S. Administrative Agent, of the UCC,
PPSA, judgment and tax lien filings which have been filed with respect to personal property of the
Recapitalized Business, Holdings, the Parent Borrower and their respective Subsidiaries in any of
the jurisdictions set forth in Schedule 6.1(g), and the results of such search shall not reveal any
Liens other than Liens permitted by subsection 8.3.




          (h) Legal Opinions. The U.S. Administrative Agent shall have received the following
executed legal opinions:





     (i) the executed legal opinion of Debevoise & Plimpton LLP, special New York counsel to
each Credit Agreement Party and the other Loan Parties, in form and substance reasonably
satisfactory to the U.S. Administrative Agent;




     (ii) the executed legal opinion of Snell & Wilmer LLP, special Arizona counsel to RSC,
in form and substance reasonably satisfactory to the U.S. Administrative Agent;




     (iii) the executed legal opinion of Richards, Layton & Finger, P.A., special Delaware
counsel to Holdings and the Parent Borrower, in form and substance reasonably satisfactory
to the U.S. Administrative Agent; and




     (iv) the executed legal opinion of Torys LLP, counsel to the Canadian Borrowers, in
form and substance reasonably satisfactory to the U.S. Administrative Agent.



          (i) Closing Certificate. The U.S. Administrative Agent shall have received a
certificate from each Loan Party, dated the Closing Date, substantially in the form of Exhibit
H, with appropriate insertions and attachments.




          (j) Perfected Liens. (i) The U.S. Collateral Agent shall have obtained a valid first
priority security interest in the Collateral covered by the U.S. Guarantee and Collateral Agreement
(to the extent provided therein); and all documents, instruments, filings, recordations and
searches reasonably necessary in connection with the perfection and, in the case of the filings
with the U.S. Patent and Trademark Office and the U.S. Copyright Office, protection of such
security interests shall have been executed and delivered (in the case of UCC filings,




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written authorization to make such UCC filings shall have been delivered to the U.S.
Collateral Agent) and none of such Collateral shall be subject to any other pledges, security
interests or mortgages except for Permitted Liens; provided that with respect to any such
Collateral the security interest in which may not be perfected by filing of a UCC financing
statement or by making a filing with the U.S. Patent and Trademark Office or the U.S. Copyright
Office, if perfection of the U.S. Collateral Agent’s security interest in such Collateral may not
be accomplished on or before the Closing Date without undue burden or expense after the Parent
Borrower’s use of commercially reasonable efforts to do so, then delivery of documents and
instruments for perfection of such security interest shall not constitute a condition precedent to
the initial borrowings hereunder, but instead shall be required to be satisfied on or prior to the
60th day following the Closing Date or, with respect to (i) the requirements set forth in
subsection 4.16, the 45th day following the Closing Date and (ii) Rental Equipment represented by a
certificate of title, the 120th day following the Closing Date.




          (ii) The Canadian Collateral Agent shall have obtained a valid security interest in the
Collateral covered by each Canadian Security Agreement (with the priority contemplated therein);
and all documents, instruments, filings, recordations and searches reasonably necessary in
connection with the perfection and, in the case of the filings with the Canadian Intellectual
Property Office, protection of such security interests shall have been executed and delivered or,
in the case of PPSA filings, written authorization to make such PPSA filings shall have been
delivered to the Canadian Collateral Agent, and none of such Collateral shall be subject to any
other pledges, security interests or mortgages except for Permitted Liens; provided that
with respect to any such collateral the security interest in which may not be perfected by filing
of a PPSA financing statement or by making a filing with the Canadian Intellectual Property Office,
if perfection of the Canadian Collateral Agent’s security interest in such collateral may not be
accomplished on or before the Closing Date without undue burden or expense after the Parent
Borrower’s use of commercially reasonable efforts to do so, then delivery of documents and
instruments for perfection of such security interest shall not constitute a condition precedent to
the initial borrowings hereunder but shall be required to be satisfied on or prior to the 60th day
following the Closing Date or, with respect to the requirements set forth in subsection 4.16, the
45th date following the Closing Date.




          (k) Pledged Stock; Stock Powers; Pledged Notes; Endorsements. The Collateral Agent
shall have received (subject, in each case, to the provisos at the end of subsections 6.1(j)(i) and
(ii) above):





     (i) the certificates, if any, representing the Pledged Stock under (and as defined in)
the U.S. Guarantee and Collateral Agreement or any Canadian Security Document, together with
an undated stock power for each such certificate executed in blank by a duly authorized
officer of the pledgor thereof; and




     (ii) the promissory notes representing each of the Pledged Notes under (and as defined
in) the U.S. Guarantee and Collateral Agreement or any Canadian Security Document, duly
endorsed as required by the U.S. Guarantee and Collateral Agreement or such Canadian
Security Documents, as the case may be.



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          (l) Fees. The Agents and the Lenders shall have received all fees and expenses
required to be paid or delivered by the Borrowers to them in respect of the Transaction on or prior
to the Closing Date, including the fees referred to in subsection 4.5.




          (m) Borrowing Certificate. The U.S. Administrative Agent shall have received a
certificate from the Parent Borrower, dated the Closing Date, substantially in the form of
Exhibit I, with appropriate insertions and attachments, reasonably satisfactory in form and
substance to the U.S. Administrative Agent, executed by a Responsible Officer and the Secretary or
any Assistant Secretary of the Parent Borrower.




          (n) Corporate Proceedings of the Loan Parties. The U.S. Administrative Agent shall
have received a copy of the board resolutions or member consents, in form and substance reasonably
satisfactory to the U.S. Administrative Agent, of each Loan Party authorizing, as applicable,
(i) the execution, delivery and performance of this Agreement, any Notes and the other Loan
Documents to which it is or will be a party as of the Closing Date, (ii) the Extensions of Credit
to such Loan Party (if any) contemplated hereunder and (iii) the granting by it of the Liens to be
created pursuant to the Security Documents to which it will be a party as of the Closing Date,
certified by the Secretary or an Assistant Secretary of such Loan Party as of the Closing Date,
which certificate shall be in form and substance reasonably satisfactory to the U.S. Administrative
Agent and shall state that the board resolutions or member consents thereby certified have not been
amended, modified (except as any later such board resolutions or member consents may modify any
earlier such board resolutions or member consents), revoked or rescinded and are in full force and
effect.




          (o) Incumbency Certificates of the Loan Parties. The U.S. Administrative Agent shall
have received a certificate of each Loan Party, dated the Closing Date, as to the incumbency and
signature of the officers of such Loan Party executing any Loan Document, reasonably satisfactory
in form and substance to the U.S. Administrative Agent executed by a Responsible Officer and the
Secretary or any Assistant Secretary of such Loan Party.




          (p) Governing Documents. The U.S. Administrative Agent shall have received copies of
the certificate or articles of incorporation and by-laws (or other similar governing documents
serving the same purpose) of each Loan Party, certified as of the Closing Date as complete and
correct copies thereof by the Secretary or an Assistant Secretary of such Loan Party, together with
any required director or shareholder consents or resolutions required in connection with the pledge
of shares of the Canadian Loan Parties to the Canadian Administrative Agent.




          (q) Insurance. The U.S. Administrative Agent shall have received evidence in form and
substance reasonably satisfactory to it that all of the requirements of subsection 7.5 of this
Agreement and subsection 5.2.2 of the Guarantee and Collateral Agreement and any similar section of
any Canadian Security Documents shall have been satisfied. Holdings shall have caused the U.S.
Administrative Agent and/or the Canadian Administrative Agent, as applicable, to have been named as
additional insureds with respect to liability policies and the U.S. Collateral Agent and/or the
Canadian Collateral Agent, as applicable, to have been named as loss payee with respect to the
casualty insurance maintained by each Credit Agreement Party and the Subsidiary Guarantors.




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          (r) No Material Company Adverse Effect. No fact, event, change or circumstances shall
have occurred since December 31, 2005 that has had or could be reasonably likely to have a Company
Material Adverse Effect.




          (s) Solvency. The U.S. Administrative Agent shall have received a certificate of the
chief financial officer or, if none, the treasurer, controller, vice president (finance) or other
responsible financial officer reasonably satisfactory to the U.S. Administrative Agent of each of
the Borrowers certifying the solvency of such Borrower in customary form (as per the applicable
jurisdiction of such Borrower) reasonably satisfactory to the Lead Arrangers.




          (t) Excess Availability. The U.S. Administrative Agent shall have received a
Borrowing Base Certificate which shall demonstrate, inter alia, that after giving effect to the
Borrowings hereunder on the Closing Date, the Available RCF Commitments shall be at least
$350,000,000.




          (u) Cash Management. The Lead Arrangers shall be reasonably satisfied with the
arrangements made by the Parent Borrower to comply with the provisions set forth in subsection 4.16
hereof.




          (v) Appraisal. The U.S. Administrative Agent shall have received (i) appraisal
valuations (dated on or after September 30, 2006 but prior to the Closing Date) of the Collateral
of Borrowers prepared by appraisers reasonably satisfactory to the Lead Arrangers, in form and
substance reasonably satisfactory to the Lead Arrangers and prepared by appraisers reasonably
satisfactory to the Lead Arrangers and (ii) the results of a completed field examination with
respect to the Collateral to be included in calculating the U.S. Borrowing Base and Canadian
Borrowing Base and of the relevant accounting systems, policies and procedures of Holdings and its
Subsidiaries.




          (w) Equity Financing. ACNA shall have received the Equity Financing in an amount of
not less than $500,000,000 in exchange for common stock of ACNA that will, after giving effect to
the transactions contemplated by the Recapitalization Agreement, represent approximately 85.47% of
the total outstanding shares of ACNA stock. In addition, after giving effect to such transactions,
the Sellers shall own approximately 14.53% of the total outstanding shares of ACNA stock.




          The making of the initial Extensions of Credit by the Lenders hereunder shall conclusively be
deemed to constitute an acknowledgment by the U.S. Administrative Agent and each Lender that each
of the conditions precedent set forth in this subsection 6.1 shall have been satisfied in
accordance with its respective terms or shall have been irrevocably waived by such Person.




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          6.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any
Extension of Credit requested to be made by it on any date (including the initial Extension of
Credit and each Swing Line Loan) is subject to the satisfaction or waiver of the following
conditions precedent:





     (a) Representations and Warranties. Each of the representations and warranties
made by any Loan Party pursuant to this Agreement or any other Loan Document (or in any
amendment, modification or supplement hereto or thereto) to which it is a party (other than,
in the case of the initial Extension of Credit hereunder only, the representation and
warranty set forth in clause (a) of subsection 5.2), and each of the representations and
warranties contained in any certificate furnished at any time by or on behalf of any Loan
Party pursuant to this Agreement or any other Loan Document shall, except to the extent that
they relate to a particular date, be true and correct in all material respects on and as of
such date as if made on and as of such date.




     (b) No Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Extensions of Credit requested to be
made on such date; provided that, with respect to the initial Extension of Credit
hereunder, no Default or Event of Default resulting from the failure to provide any
collateral of the type described in the proviso at the end of subsections 6.1(j)(i) or (ii)
above shall constitute a Default or an Event of Default for the purposes of this clause (b).




     (c) Borrowing Notice or L/C Request. With respect to any Borrowing, the U.S.
Administrative Agent or Canadian Administrative Agent, as applicable, shall have received a
notice of such Borrowing as required by subsection 2.2. With respect to the issuance of any
Letter of Credit, the Issuing Lender shall have received a L/C Request, completed to its
satisfaction, and such other certificates, documents and other papers and information as the
Issuing Lender may reasonably request.



          Each borrowing of Loans by and each Letter of Credit issued on behalf of any of the Borrowers
hereunder shall constitute a representation and warranty by the Parent Borrower as of the date of
such borrowing or such issuance that the conditions contained in this subsection 6.2 have been
satisfied (including, to the extent provided herein, with respect to the initial Extension of
Credit hereunder).




          Section 7. Affirmative Covenants. Each Credit Agreement Party hereby agrees that,
from and after the Closing Date and so long as the Commitments remain in effect, and thereafter
until payment in full of the Loans, all Reimbursement Obligations and any other amount then due and
owing to any Lender or any Agent hereunder and under any Note and termination or expiration of all
Letters of Credit (or the cash collateralization of or other provision for such Letters of Credit,
in each case, in a manner reasonably satisfactory to the relevant Issuing Lender), it shall and
shall cause its Subsidiaries to (it being understood that with respect to the delivery of financial
information, reports and notices, delivery by one Credit Party of any such financial information,
report or notice shall constitute delivery by each Credit Party and its Subsidiaries of the same
such financial information, report or notice):




144









 








          7.1 Financial Statements. Furnish to the U.S. Administrative Agent for prompt
delivery to each Lender (and the U.S. Administrative Agent agrees to make and so deliver such
copies or otherwise make available such information):





     (a) as soon as available, but in any event not later than the fifth Business Day after
the 90th day following the end of each Fiscal Year of the Parent Borrower ending on or after
December 31, 2006, a copy of the audited consolidated balance sheet of the Parent Borrower
and its consolidated Subsidiaries as at the end of such year and the related audited
consolidated statements of operations, changes in common stockholders’ equity and cash flows
for such year, setting forth in each case, in comparative form the figures for and as of the
end of the previous year, certified without a “going concern” or like qualification or
exception, or qualification arising out of the scope of the audit, by KPMG LLP or other
independent certified public accountants of nationally recognized standing reasonably
acceptable to the U.S. Administrative Agent in its reasonable judgment (it being agreed that
the furnishing of the Parent Borrower’s or RSC’s, as applicable, annual report on Form 10-K
for such year, as filed with the Securities and Exchange Commission within the period
provided above for delivery of financial statements, will satisfy the Parent Borrower’s
obligation under this subsection 7.1(a) with respect to such year except with respect to the
requirement that such financial statements be reported on without a “going concern” or like
qualification or exception, or qualification arising out of the scope of the audit);




     (b) as soon as available, but in any event not later than the fifth Business Day after
the 45th day following the end of each of the first three quarterly periods of each Fiscal
Year of the Parent Borrower, the unaudited consolidated balance sheet of the Parent Borrower
and its consolidated Subsidiaries as at the end of such quarter and the related unaudited
consolidated statements of operations and cash flows of the Parent Borrower and its
consolidated Subsidiaries for such quarter and the portion of the Fiscal Year through the
end of such quarter, setting forth in each case, in comparative form the figures for and as
of the corresponding periods of the previous year, certified by a Responsible Officer of the
Parent Borrower as being fairly stated in all material respects (subject to normal year-end
audit and other adjustments) (it being agreed that the furnishing of the Parent Borrower’s
or RSC’s, as applicable, quarterly report on Form 10-Q for such quarter, as filed with the
Securities and Exchange Commission within the period provided above for delivery of
financial statements, will satisfy the Parent Borrower’s obligations under this subsection
7.1(b) with respect to such quarter);




     (c) as soon as available, but in any event not later than the fifth Business Day after
the 30th day following the end of each month, the unaudited consolidated balance sheet of
the Parent Borrower and its consolidated Subsidiaries as at the end of such month (other
than any month that is the last month of a fiscal quarter) and the related unaudited income
statement of the Parent Borrower and its consolidated Subsidiaries for such month, setting
forth in each case, in comparative form the figures for and as of the end of the
corresponding month during the previous year; and




     (d) all such financial statements delivered pursuant to subsection 7.1(a) or (b) to be
(and, in the case of any financial statements delivered pursuant to subsection 7.1(b)



145









 







shall be certified by a Responsible Officer of the Parent Borrower as being) complete
and correct in all material respects in conformity with GAAP and to be (and, in the case of
any financial statements delivered pursuant to subsection 7.1(b) shall be certified by a
Responsible Officer of the Parent Borrower as being) prepared in reasonable detail in
accordance with GAAP applied consistently throughout the periods reflected therein and with
prior periods that began on or after the Closing Date (except as approved by such
accountants or officer, as the case may be, and disclosed therein, and except, in the case
of any financial statements delivered pursuant to subsection 7.1(b), for the absence of
certain notes).



          7.2 Certificates; Other Information. Furnish to the U.S. Administrative Agent for
delivery to each Lender (and the U.S. Administrative Agent agrees to make and so deliver such
copies or otherwise make available such information):





     (a) concurrently with the delivery of the financial statements referred to in
subsection 7.1(a), a certificate of the independent certified public accountants reporting
on such financial statements stating that in making the audit necessary therefor no
knowledge was obtained of any Default or Event of Default arising from a non-compliance with
the provisions of subsection 8.1, except as specified in such certificate (which certificate
may be limited to the extent required by accounting rules or guidelines);




     (b) concurrently with the delivery of the financial statements and reports referred to
in subsections 7.1(a) and (b), a certificate signed by a Responsible Officer of each Credit
Agreement Party (i) stating that, to the best of such Responsible Officer’s knowledge, each
Credit Agreement Party and their respective Subsidiaries during such period has observed or
performed all of its covenants and other agreements, and satisfied every condition,
contained in this Agreement or the other Loan Documents to which it is a party to be
observed, performed or satisfied by it, and that such Responsible Officer has obtained no
knowledge of any Default or Event of Default, except, in each case, as specified in such
certificate and (ii) setting forth the calculations required to determine compliance with
all covenants set forth in subsection 8.1 (or if such compliance with such covenants is not
at the time required, setting forth the calculations required to determine the Consolidated
Leverage Ratio for the purposes of determining the Applicable Margin for RCF Loans);




     (c) as soon as available, but in any event not later than the fifth Business Day
following the 90th day after the beginning of each Fiscal Year of the Parent Borrower
thereafter, a copy of the annual business plan by the Parent Borrower of the projected
operating budget (including consolidated balance sheets, income statements and statements of
cash flows of the Parent Borrower and its Subsidiaries on an annual and, for the first year
covered in such budget, quarterly basis) of the Parent Borrower, such practices subject to
such adjustments as are reasonable in the good faith determination of the Parent Borrower,
each such business plan to be accompanied by a certificate of a Responsible Officer of the
Parent Borrower to the effect that such Responsible Officer believes such projections to
have been prepared on the basis of reasonable assumptions at the time of preparation and
delivery thereof;



146









 






     (d) within five (5) Business Days after the same are sent, copies of all financial
statements and reports which any Credit Agreement Party sends to its public security
holders, and within five Business Days after the same are filed, copies of all financial
statements and periodic reports which any Credit Agreement Party may file with the
Securities and Exchange Commission or any successor or analogous Governmental Authority;




     (e) within five (5) Business Days after the same are filed, copies of all registration
statements and any amendments and exhibits thereto, which Credit Agreement Party may file
with the Securities and Exchange Commission or any successor or analogous Governmental
Authority, and such other documents or instruments as may be reasonably requested by the
U.S. Administrative Agent in connection therewith;




     (f) not later than 5:00 P.M. (New York time) on or before the tenth Business Day of
each Fiscal Period of the Parent Borrower and its Subsidiaries (or (i) more frequently as
the Parent Borrower may elect, (ii) upon the occurrence and continuance of an Event of
Default, not later than Wednesday of each week (or, if Wednesday is not a Business Day, on
the next succeeding Business Day) or (iii) at any time the Available RCF Commitments are
less than $100,000,000, on a bi-weekly basis), a borrowing base certificate setting forth
the U.S. Borrowing Base, the Canadian Borrowing Base and the Total Borrowing Base (in each
case with supporting calculations) substantially in the form of Exhibit J (each, a
“Borrowing Base Certificate”), which shall be prepared as of the last Business Day
of the immediately preceding Fiscal Period of the Parent Borrower and its Subsidiaries (or
(x) such other applicable date in the case of clause (i) and (iii) above or (y) the previous
Friday in the case of clause (ii) above) in the case of each subsequent Borrowing Base
Certificate. Each such Borrowing Base Certificate shall include such supporting information
as may be reasonably requested from time to time by the U.S. Administrative Agent;




     (g) at any time when the Parent Borrower has designated a Subsidiary an Immaterial
Subsidiary, promptly following any request made by the U.S. Administrative Agent, but in any
event not later than the fifth Business Day following any such request, any such financial
information as the U.S. Administrative Agent may reasonably request to assure itself that
any such Immaterial Subsidiary complies with the requirements set forth in the defined term
“Immaterial Subsidiaries” in subsection 1.1 hereof, which financial information
shall be certified by a Responsible Officer of the Parent Borrower as being complete and
correct in all material respects; and




     (h) promptly, such additional financial and other information as any Agent or Lender
may from time to time reasonably request.



          7.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity
or before they become delinquent, as the case may be, all its obligations of whatever nature,
including taxes, except (x) where the amount or validity thereof is currently being contested in
good faith by appropriate proceedings diligently conducted and reserves in conformity with GAAP
with respect thereto have been provided on the books of Holdings or any




147









 




of its Subsidiaries, as the case may be and (y) to the extent such failure to pay, discharge
or otherwise satisfy the same could not reasonably be expected to have a Material Adverse Effect.




          7.4 Conduct of Business and Maintenance of Existence. Continue to engage in business
of the same general type as conducted by Holdings and its Subsidiaries on the Closing Date, taken
as a whole, and preserve, renew and keep in full force and effect its corporate, limited liability
company or partnership (as the case may be) existence and take all reasonable action to maintain
all rights, privileges and franchises necessary or desirable in the normal conduct of the business
of Holdings and its Subsidiaries, taken as a whole, except as otherwise expressly permitted
pursuant to subsection 8.5, provided that Holdings and its Subsidiaries shall not be
required to maintain any such rights, privileges or franchises, if the failure to do so could not
reasonably be expected to have a Material Adverse Effect; and comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply therewith, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.




          7.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessary
in the business of Holdings and its Subsidiaries, taken as a whole, in good working order and
condition; maintain with financially sound and reputable insurance companies insurance on all
property material to the business of Holdings and its Subsidiaries, taken as a whole, in at least
such amounts and against at least such risks (but including in any event public liability, product
liability and business interruption) as are usually insured against in the same general area by
companies of similar size engaged in the same or a similar business; furnish to the U.S.
Administrative Agent, upon written request, information in reasonable detail as to the insurance
carried; and ensure that at all times the U.S. Administrative Agent and/or the Canadian
Administrative Agent, as applicable, shall be named as additional insureds with respect to
liability policies and the U.S. Collateral Agent and/or the Canadian U.S. Collateral Agent, as
applicable, shall be named as loss payee with respect to the casualty insurance maintained by each
Borrower and Subsidiary Guarantor; provided that, unless an Event of Default or a Dominion
Event shall have occurred and be continuing, (i) each Collateral Agent shall turn over to the
Parent Borrower any amounts received by it as loss payee under any casualty insurance maintained by
Holdings or its Subsidiaries, the disposition of such amounts to be subject to the provisions of
subsection 4.4(b) and (ii) the Parent Borrower and/or the applicable Subsidiary Guarantor shall
have the sole right to adjust or settle any claims under such insurance.




          (b) With respect to each property of the Parent Borrower and its Subsidiaries subject to a
Mortgage:





     (i) If any portion of any such property is located in an area identified as a special
flood hazard area by the Federal Emergency Management Agency or other applicable agency, the
Parent Borrower shall maintain or cause to be maintained, flood insurance to the extent
required by law.




     (ii) The Parent Borrower and each of its applicable Subsidiaries promptly shall comply
with and conform to (i) all provisions of each insurance policy relating to each such
property and (ii) all requirements of the insurers applicable to such party or to such
property or to the use, manner of use, occupancy, possession, operation,



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maintenance, alteration or repair of such property, except for such non-compliance or
non-conformity as could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. The Parent Borrower shall not use or permit the use of such
property in any manner which would reasonably be expected to result in the cancellation of
any insurance policy relating to such property or would reasonably be expected to void
coverage required to be maintained with respect to such property pursuant to clause (a) of
this subsection 7.5.




     (iii) If the Parent Borrower is in default of its obligations to insure or deliver any
such prepaid policy or policies, the result of which could reasonably be expected to have a
Material Adverse Effect, then the U.S. Administrative Agent, at its option upon ten
(10) days’ written notice to the Parent Borrower, may effect such insurance from year to
year at rates substantially similar to the rate at which the Parent Borrower or any
Subsidiary had insured such property, and pay the premium or premiums therefore, and the
Parent Borrower shall pay to the U.S. Administrative Agent on demand such premium or
premiums so paid by the U.S. Administrative Agent with interest from the time of payment at
a rate per annum equal to 2.00%.




     (iv) If such property, or any part thereof, shall be destroyed or damaged and the
reasonably estimated cost thereof would exceed $2,000,000, the Parent Borrower shall give
prompt notice thereof to the U.S. Administrative Agent. All insurance proceeds paid or
payable in connection with any damage or casualty to any property shall be applied in the
manner specified in subsection 7.5(a).



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          7.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of
records and account in which full, complete and correct entries in conformity with GAAP and all
material Requirements of Law shall be made of all dealings and transactions in relation to its
business and activities; and permit representatives of the U.S. Administrative Agent to visit and
inspect any of its properties and examine and, to the extent reasonable, make abstracts from any of
its books and records and to discuss the business, operations, properties and financial and other
condition of such entity and its Subsidiaries with officers and employees of such entity and its
Subsidiaries and with its independent certified public accountants, in each case at any reasonable
time, upon reasonable notice, and as often as may reasonably be desired by the Administrative
Agent. Each Borrower shall keep records of its Rental Fleet that are accurate and complete in all
material respects and shall furnish the Agents with inventory reports respecting such Rental Fleet
in form and detail reasonably satisfactory to the Agents and Lenders at such times as the Agents
may reasonably request. Each Borrower shall, at such Borrowers’ expense, conduct a physical
inventory of its serialized Rental Fleet no less frequently than annually or shall have in place a
cycle counting (or perpetual verification) program designed to verify the physical existence of
Rental Fleet in a manner that results in the verification of substantially the entire amount of the
Rental Fleet over the course of a year and shall provide to the Agents a report based on each such
physical inventory or program promptly after such physical inventory or after the applicable
program year, as applicable, together with such supporting information as the U.S. Administrative
Agent shall reasonably request. The U.S. Collateral Agent and the Canadian Collateral Agent may
participate in and observe any such physical inventory or cycle counting, which participation shall
be at the Borrowers’ expense regardless of whether an Event of Default then exists.




          (b) At reasonable times during normal business hours and upon reasonable prior notice that the
U.S. Administrative Agent requests, independently of or in connection with the visits and
inspections provided for in clause (a) above, the Parent Borrower and its Subsidiaries will grant
access to the U.S. Administrative Agent (including employees of the U.S. Administrative Agent or
any consultants, accountants, lawyers and appraisers retained by the U.S. Administrative Agent) to
such Person’s premises, books, records, accounts and Rental Fleet so that (i) the U.S.
Administrative Agent or an appraiser retained by the U.S. Administrative Agent may (A) conduct a
Rental Fleet appraisal and (B) at any time when Eligible Inventory constitutes more than 5.0% of
the Total Borrowing Base, an Inventory appraisal (provided that, unless an Event of Default
exists and is continuing, only one such Inventory appraisal may be conducted at the Loan Parties’
expense in any calendar year) and (ii) the U.S. Administrative Agent may conduct (or engage third
parties to conduct) such field examinations, verifications and evaluations (including environmental
assessments) as the U.S. Administrative Agent may deem necessary or appropriate. Unless an Event
of Default or Liquidity Event exists, or if previously approved by the Parent Borrower or one of
its Subsidiaries, no environmental assessment by the U.S. Administrative Agent may include any
sampling or testing of the soil, surface water or groundwater. All such Rental Fleet appraisals,
field examinations and other verifications and evaluations shall be at the sole expense of the Loan
Parties; provided that (i) the Administrative Agent may conduct at the expense of the Loan
Parties no more than (w) three (3) such Rental Fleet appraisals during the period beginning on the
Closing Date and ending on December 31, 2007, (x) following December 31, 2007, two (2) such Rental
Fleet appraisals in any calendar year to the extent that the average Available RCF Commitments for
the twelve (12) month period immediately prior to the commencement of any subsequent appraisal in
such




150









 




calendar year exceed $300,000,000, (y) three (3) such Rental Fleet appraisals in any calendar
year to the extent that the average Available RCF Commitments for the twelve (12) month period
immediately prior to the commencement of any subsequent appraisal in such calendar year are less
than $300,000,000 and (z) four (4) such Rental Fleet appraisals in any calendar year to the extent
that the average Available RCF Commitments for the twelve (12) month period immediately prior to
the commencement of any subsequent appraisal in such calendar year are less than $200,000,000, (ii)
the U.S. Administrative Agent may conduct at the expense of the Loan Parties no more than two (2)
such field examinations in any calendar year and (iii) notwithstanding the limitations set forth in
preceding clauses (i) and (ii), all such Rental Fleet appraisals, inventory appraisals and field
examinations commenced at any time when an Event of Default or Liquidity Event exists shall be at
the sole expense of the Loan Parties. All amounts chargeable to the applicable Borrowers under
this subsection 7.6(b) shall constitute obligations that are secured by all of the applicable
Collateral and shall be payable to the Agents hereunder.




          7.7 Notices. Promptly give notice to the U.S. Administrative Agent and each Lender
of:





     (a) as soon as possible after a Responsible Officer of any Credit Agreement Party knows
or reasonably should know thereof, the occurrence of any Default or Event of Default;




     (b) as soon as possible after a Responsible Officer of any Credit Agreement Party knows
or reasonably should know thereof, any (i) default or event of default under any Contractual
Obligation of any Credit Agreement Party or any of its Subsidiaries, other than as
previously disclosed in writing to the Lenders, or (ii) litigation, investigation or
proceeding which may exist at any time between any Credit Agreement Party or any of its
Subsidiaries and any Governmental Authority, which in either case, could reasonably be
expected to have a Material Adverse Effect;




     (c) as soon as possible after a Responsible Officer of any Credit Agreement Party knows
or reasonably should know thereof, the occurrence of any default or event of default under
any of the Second-Lien Loan Documents or the Senior Note Documents;




     (d) as soon as possible after a Responsible Officer of any Credit Agreement Party knows
or reasonably should know thereof, any litigation or proceeding affecting the Parent
Borrower or any of its Subsidiaries that could reasonably be expected to have a Material
Adverse Effect;




     (e) the following events, as soon as possible and in any event within thirty (30) days
after a Responsible Officer of any Credit Agreement Party or any of its Subsidiaries knows
or reasonably should know thereof: (i) the occurrence or expected occurrence of any
Reportable Event (or similar event) with respect to any Single Employer Plan (or Foreign
Plan), a failure to make any required contribution to a Single Employer Plan, Multiemployer
Plan or Foreign Plan, the creation of any Lien on the property of Holdings, its Subsidiaries
or any Commonly Controlled Entity in favor of the PBGC, a Plan or a Foreign Plan or any
withdrawal from, or the full or partial termination,



151









 







Reorganization or Insolvency of, any Multiemployer Plan or Foreign Plan; (ii) the
institution of proceedings or the taking of any other formal action by the PBGC, Holdings or
any of its Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which
could reasonably be expected to result in the withdrawal from, or the termination,
Reorganization or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign
Plan; provided, however, that no such notice will be required under clause
(i) or (ii) above unless the event giving rise to such notice, when aggregated with all
other such events under clause (i) or (ii) above, could be reasonably expected to result in
a Material Adverse Effect; or (iii) the first occurrence of an Underfunding under a Single
Employer Plan or Foreign Plan that exceeds 10% of the value of the assets of such Single
Employer Plan or Foreign Plan, in each case, determined as of the most recent annual
valuation date of such Single Employer Plan or Foreign Plan on the basis of the actuarial
assumptions used to determine the funding requirements of such Single Employer Plan or
Foreign Plan as of such date;




     (f) as soon as possible after a Responsible Officer of any Credit Agreement Party knows
or reasonably should know thereof, (i) any release or discharge by the Parent Borrower or
any of its Subsidiaries of any Materials of Environmental Concern required to be reported
under applicable Environmental Laws to any Governmental Authority, unless the Parent
Borrower reasonably determines that the total Environmental Costs arising out of such
release or discharge could not reasonably be expected to have a Material Adverse Effect;
(ii) any condition, circumstance, occurrence or event not previously disclosed in writing to
the U.S. Administrative Agent that would reasonably be expected to result in liability or
expense under applicable Environmental Laws, unless the Parent Borrower reasonably
determines that the total Environmental Costs arising out of such condition, circumstance,
occurrence or event could not reasonably be expected to have a Material Adverse Effect or
could not reasonably be expected to result in the imposition of any Lien or other material
restriction on the title, ownership or transferability of any facilities and properties
owned, leased or operated by the Parent Borrower or any of its Subsidiaries that could
reasonably be expected to result in a Material Adverse Effect; and (iii) any proposed action
to be taken by the Parent Borrower or any of its Subsidiaries that could reasonably be
expected to subject the Parent Borrower or any of its Subsidiaries to any material
additional or different requirements or liabilities under Environmental Laws, unless the
Parent Borrower reasonably determines that the total Environmental Costs arising out of such
proposed action could not reasonably be expected to have a Material Adverse Effect;




     (g) any loss, damage, or destruction to the Collateral in the amount of $50,000,000 or
more, whether or not covered by insurance; and




     (h) any and all default notices received under or with respect to any leased location
or public warehouse where Collateral, either individually or in the aggregate, in excess of
$50,000,000 is located.



          Each notice pursuant to this subsection shall be accompanied by a statement of a Responsible
Officer of the Parent Borrower (and, if applicable, the relevant Commonly Controlled Entity or
Subsidiary) setting forth details of the occurrence referred to therein and




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stating what action the Parent Borrower (or, if applicable, the relevant Commonly Controlled
Entity or Subsidiary) proposes to take with respect thereto.




          7.8 Environmental Laws. (a) (i) Comply substantially with, and require substantial
compliance by all tenants, subtenants, contractors, and invitees with, all applicable Environmental
Laws; (ii) obtain, comply substantially with and maintain any and all Environmental Permits
necessary for its operations as conducted and as planned; and (iii) require that all tenants,
subtenants, contractors, and invitees obtain, comply substantially with and maintain any and all
Environmental Permits necessary for their operations as conducted and as planned, with respect to
any property leased or subleased from, or operated by the Parent Borrower or its Subsidiaries. For
purposes of this subsection 7.8(a), noncompliance shall not constitute a breach of this covenant,
provided that, upon learning of any actual or suspected noncompliance, the Parent Borrower
and any such affected Subsidiary shall promptly undertake and diligently pursue reasonable efforts,
if any, to achieve compliance, and provided, further, that in any case such
noncompliance could not reasonably be expected to have a Material Adverse Effect.




          (b) Promptly comply, in all material respects, with all orders and directives of all
Governmental Authorities regarding Environmental Laws, other than such orders or directives (i) as
to which the failure to comply could not reasonably be expected to result in a Material Adverse
Effect or (ii) as to which: (x) appropriate reserves have been established in accordance with
GAAP; (y) an appeal or other appropriate contest is or has been timely and properly taken and is
being diligently pursued in good faith; and (z) if the effectiveness of such order or directive has
not been stayed, the failure to comply with such order or directive during the pendency of such
appeal or contest could not reasonably be expected to give rise to a Material Adverse Effect.




          (c) Maintain, update as appropriate, and implement in all material respects an ongoing program
reasonably designed to ensure that all the properties and operations of the Parent Borrower and its
Subsidiaries are periodically reasonably reviewed by competent personnel to identify and promote
compliance with and to reasonably and prudently manage any material Environmental Costs that would
reasonably be expected to affect the Parent Borrower or any of its Subsidiaries, including
compliance and liabilities relating to: discharges to air and water; acquisition, transportation,
storage and use of Materials of Environmental Concern; waste disposal; species protection; and
recordkeeping required under Environmental Laws. For the purposes of this subsection 7.8(c), the
failure to maintain an environmental program shall not constitute an Event of Default (i) unless it
could reasonably be expected to result in a Material Adverse Effect or (ii) if within ninety (90)
days of receipt of a reasonable request from the U.S. Administrative Agent, Holdings and its
Subsidiaries have taken reasonable and diligent steps to implement and maintain such a program in
compliance with this subsection.




          7.9 New Subsidiaries; Additional Security; Further Assurances. (a) With respect to
any owned real property or fixtures thereon, in each case with a purchase price or a fair market
value at the time of acquisition of at least $2,000,000 (for this purpose treating any Sale and
Leaseback Property that is owned by any Loan Party on the first anniversary of the Closing Date as
a property acquired after the Closing Date and calculating the value thereof as of such first
anniversary), in which any Loan Party acquires ownership rights at any time after the




153









 




Closing Date, promptly following any request by the U.S. Collateral Agent or the Canadian
Collateral Agent, as the case may be, grant to the U.S. Collateral Agent or the Canadian Collateral
Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned
real property and fixtures, upon terms reasonably satisfactory in form and substance to the U.S.
Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any
applicable requirements of any Governmental Authority (including any required appraisals of such
property under FIRREA); provided that (i) nothing in this subsection 7.9 shall defer or
impair the attachment or perfection of any security interest in any Collateral covered by any of
the Security Documents which would attach or be perfected pursuant to the terms thereof without
action by Holdings, any of its Subsidiaries or any other Person, (ii) no such Lien shall be
required to be granted as contemplated by this subsection 7.9 on any owned real property or
fixtures the acquisition of which is financed, or is to be financed within any time period
permitted by subsection 8.2(f) or (g), in whole or in part through the incurrence of Indebtedness
permitted by subsection 8.2(f) or (g), until such Indebtedness is repaid in full (and not
refinanced as permitted by subsection 8.2(f) or (g)) or, as the case may be, the Parent Borrower
determines not to proceed with such financing or refinancing and (iii) any such mortgage by a
Foreign Subsidiary shall not secure any U.S. Borrower’s or Canadian Finco’s obligations. In
connection with any such grant to the U.S. Collateral Agent or the Canadian Collateral Agent, as
applicable, for the benefit of the Lenders, of a Lien of record on any such real property in
accordance with this subsection, the Parent Borrower or such Subsidiary shall deliver or cause to
be delivered to the U.S. Collateral Agent any surveys, title insurance policies, environmental
reports and other documents in connection with such grant of such Lien obtained by it in connection
with the acquisition of such ownership rights in such real property or as the U.S. Collateral Agent
or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of
such real property and the cost and availability of such surveys, title insurance policies,
environmental reports and other documents and whether the delivery of such surveys, title insurance
policies, environmental reports and other documents would be customary in connection with such
grant of such Lien in similar circumstances).




          (b) With respect to any Domestic Subsidiary (other than an Immaterial Subsidiary or a
Subsidiary of a Foreign Subsidiary) created or acquired (including by reason of any Immaterial
Subsidiary or Foreign Subsidiary Holdco ceasing to constitute the same) subsequent to the Closing
Date by Holdings or any of its Domestic Subsidiaries (other than any Subsidiary of a Foreign
Subsidiary), promptly notify the U.S. Administrative Agent of such occurrence and promptly (i)
execute and deliver to the U.S. Collateral Agent for the benefit of the Lenders such amendments to
the U.S. Guarantee and Collateral Agreement as the U.S. Collateral Agent shall reasonably deem
necessary or reasonably advisable to grant to the U.S. Collateral Agent, for the benefit of the
Lenders, a perfected first priority security interest (as and to the extent provided in the U.S.
Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii)
deliver to the U.S. Collateral Agent the certificates (if any) representing such Capital Stock,
together with undated stock powers, executed and delivered in blank by a duly authorized officer of
the parent corporation (or other applicable entity) of such new Domestic Subsidiary, (iii) cause
such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement
and (B) to take all actions reasonably deemed by the U.S. Collateral Agent to be necessary or
advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new
Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable
Requirements of Law (to the extent provided in the




154









 




U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such
jurisdictions as may be reasonably requested by the U.S. Collateral Agent and (iv) to the extent
requested by the U.S. Administrative Agent or, so long as such Domestic Subsidiary is a
Wholly-Owned Subsidiary, the Parent Borrower, cause such Domestic Subsidiary to execute and deliver
to the U.S. Administrative Agent a Borrower Joinder Agreement (and thereby become a U.S. Borrower
hereunder).




          (c) With respect to (x) any Foreign Subsidiary created or acquired subsequent to the Closing
Date by the Parent Borrower or any of its Domestic Subsidiaries (other than Canadian Finco, an
Immaterial Subsidiary or any Subsidiary of a Foreign Subsidiary), the Capital Stock of which is
owned directly by the Parent Borrower or a Domestic Subsidiary (other than a Subsidiary of a
Foreign Subsidiary), promptly notify the U.S. Administrative Agent of such occurrence and if the
U.S. Administrative Agent or the Required Lenders so request (it being understood that if the U.S.
Administrative Agent does not so request with respect to any such Foreign Subsidiary that it
believes is or is likely to become material to the Parent Borrower and its Subsidiaries taken as a
whole, it will provide notice to the Lenders thereof), promptly (i) execute and deliver to the U.S.
Collateral Agent a new pledge agreement or such amendments to the U.S. Guarantee and Collateral
Agreement as the U.S. Collateral Agent shall reasonably deem necessary or reasonably advisable to
grant to the U.S. Collateral Agent, for the benefit of the Lenders, a perfected first priority
security interest (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in
the Capital Stock of such new Foreign Subsidiary that is owned by the Parent Borrower or any of its
Domestic Subsidiaries (other than any Subsidiary of a Foreign Subsidiary) (provided that in
no event shall more than 65% of the Capital Stock (including for these purposes any investment
deemed to be Capital Stock for U.S. tax purposes) of any such new Foreign Subsidiary be required to
be so pledged to secure the direct obligations of any U.S. Borrower or Canadian Finco and,
provided, further, that no such pledge or security shall be required with respect
to any non-wholly owned Foreign Subsidiary to the extent that the grant of such pledge or security
interest would violate the terms of any agreements under which the Investment by the Parent
Borrower or any of its Subsidiaries was made therein) and (ii) to the extent reasonably deemed
advisable by the U.S. Collateral Agent, deliver to the U.S. Collateral Agent the certificates, if
any, representing such Capital Stock, together with undated stock powers, executed and delivered in
blank by a duly authorized officer of the relevant parent corporation (or other applicable entity)
of such new Foreign Subsidiary and take such other action as may be reasonably deemed by the U.S.
Collateral Agent to be necessary or desirable to perfect the U.S. Collateral Agent’s security
interest therein; and (y) any Foreign Subsidiary (other than Canadian Finco or an Immaterial
Subsidiary) created or acquired subsequent to the Closing Date by any Borrower or any Subsidiary
Guarantor (i) if such Foreign Subsidiary is a Canadian Subsidiary, to the extent requested by the
U.S. Administrative Agent or, so long as such Canadian Subsidiary is a Wholly-Owned Subsidiary, the
Parent Borrower, cause such Canadian Subsidiary to execute and deliver to the U.S. Administrative
Agent a Borrower Joinder Agreement (and thereby become a Canadian Borrower hereunder) and (ii)
cause such new Canadian Subsidiary (x) to execute and deliver a Canadian Guarantee Agreement and
Canadian Security Agreement with such amendments thereto as the Canadian Collateral Agent shall
reasonably deem necessary or reasonably advisable to grant to the Canadian Collateral Agent, for
the benefit of the Lenders, a perfected security interest (as and to the extent provided in the
Canadian Security Agreement) in Collateral of such new Canadian Subsidiary and (y) to take all
actions reasonably deemed by the Canadian Collateral Agent to be necessary or advisable to




155









 




cause the Lien created by the Canadian Security Agreement in such new Canadian Subsidiary’s
Collateral to be duly perfected (to the extent provided in the Canadian Security Agreement) in
accordance with all applicable Requirements of Law, including, without limitation, the filing of
financing statements in such jurisdictions as may be reasonably requested by the Canadian
Collateral Agent.




          (d) At its own expense, execute, acknowledge and deliver, or cause the execution,
acknowledgement and delivery of, and thereafter register, file or record in an appropriate
governmental office, any document or instrument reasonably deemed by the U.S. Collateral Agent or
the Canadian Collateral Agent, as applicable, to be necessary or desirable for the creation,
perfection and priority and the continuation of the validity, perfection and priority of the
foregoing Liens or any other Liens created pursuant to the Security Documents.




          (e) Notwithstanding anything to contrary in this Agreement, nothing in this subsection 7.9
shall require that any Loan Party grant a Lien with respect to any owned real property or fixtures
in which such Subsidiary acquires ownership rights to the extent that the U.S. Administrative
Agent, in its reasonable judgment, determines that the granting of such a Lien is impracticable.




          7.10 Maintenance of New York Process Agent. In the case of any Canadian Borrower,
maintain in New York, New York or at such other location in the United States of America as may be
reasonably satisfactory to the U.S. Administrative Agent a Person acting as agent to receive on its
behalf and on behalf of its property service of process and capable of discharging the functions of
the New York Process Agent set forth in subsection 11.13(b).




          Section 8. Negative Covenants. Each of the Parent Borrower and its Subsidiaries
hereby agrees (and with respect to subsection 8.16(c) Holdings hereby agrees) that, from and after
the Closing Date and so long as the Commitments remain in effect, and thereafter until payment in
full of the Loans, all Reimbursement Obligations and any other amount then due and owing to any
Lender or any Agent hereunder and under any Note and termination or expiration of all Letters of
Credit (or the cash collateralization or other provision for such Letters of Credit, in each case,
in a manner reasonably satisfactory to the relevant Issuing Lender), the Parent Borrower and each
such Subsidiary (and with respect to subsection 8.16(c), Holdings) shall not and shall not permit
any of its Subsidiaries to, directly or indirectly:




          8.1 Financial Condition Covenants.




          (a) Consolidated Leverage Ratio. Upon the occurrence and during the continuance of a
Liquidity Event, permit the Consolidated Leverage Ratio as at the last day of any period of four
consecutive fiscal quarters of the Parent Borrower ending during any period set forth below to
exceed the ratio set forth below opposite such period below:




	 	 	 
	Fiscal Quarter	 	Consolidated
	Ending	 	Leverage Ratio
	December 31, 2006
	 	5.00:1.00
	March 31, 2007
	 	5.00:1.00
	June 30, 2007
	 	5.00:1.00






156









 






	 	 	 
	Fiscal Quarter	 	Consolidated
	Ending	 	Leverage Ratio
	September 30, 2007
	 	5.00:1.00
	 
	 	 
	December 31, 2007
	 	5.00:1.00
	March 31, 2008
	 	4.75:1.00
	June 30, 2008
	 	4.75:1.00
	September 30, 2008
	 	4.75:1.00
	 
	 	 
	December 31, 2008
	 	4.75:1.00
	March 31, 2009
	 	4.50:1.00
	June 30, 2009
	 	4.50:1.00
	September 30, 2009
	 	4.50:1.00
	 
	 	 
	December 31, 2009
	 	4.50:1.00
	March 31, 2010 and at all times thereafter
	 	4.25:1.00






          (b) Consolidated Fixed Charge Ratio. Upon the occurrence and during the continuance
of a Liquidity Event, permit, for any period of four consecutive fiscal quarters of the Parent
Borrower, the Consolidated Fixed Charge Coverage Ratio as at the last day of such period of four
consecutive fiscal quarters to be less than 1.00 to 1.00.




          8.2 Limitation on Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness (including any Indebtedness of any of its Subsidiaries), except:





     (a) Indebtedness of the Parent Borrower and its Subsidiaries incurred pursuant to this
Agreement and the other Loan Documents;




     (b) Indebtedness evidenced by the Senior Notes; provided that the aggregate
principal amount of Indebtedness evidenced by Senior Notes at any time outstanding pursuant
to this clause (b) shall not exceed $620,000,000 less any repayments of principal of
Indebtedness theretofore outstanding pursuant to this clause (b);




     (c) Assumed Indebtedness;




     (d) Indebtedness incurred pursuant to the Second-Lien Term Loans Documents;
provided that the aggregate principal amount of Indebtedness at any time outstanding
pursuant to this clause (d) shall not exceed $1,430,000,000, provided that such
Indebtedness shall not be extended, renewed, replaced, refinanced or otherwise amended,
except as permitted by subsection 8.13;




     (e) Indebtedness of (i) any Borrower (other than Canadian Finco) owing to any other
Borrower or Holdings, (ii) any Borrower (other than Canadian Finco) owing to any Subsidiary,
(iii) any Qualified Subsidiary Guarantor owing to Holdings or any Borrower (other than
Canadian Finco) or any other Qualified Subsidiary Guarantor, (iv) any Non-Guarantor
Subsidiary owing to any Borrower (other than Canadian Finco) or



157









 







any Subsidiary Guarantor if permitted pursuant to subsection 8.8 and (v) any
Non-Guarantor Subsidiary owing to any other Non-Guarantor Subsidiary, so long as any such
Indebtedness of any Loan Party owing to any Subsidiary that is not a Loan Party shall be
subject to subordination provisions substantially in the form of Exhibit L;




     (f) Indebtedness of the Parent Borrower and any of its Subsidiaries incurred to finance
or refinance the acquisition, leasing, construction or improvement of fixed or capital
assets (whether pursuant to a loan, a Financing Lease or otherwise) otherwise permitted
pursuant to this Agreement, and any other Financing Leases, in an aggregate principal amount
not, when added to the aggregate principal amount of outstanding Assumed Indebtedness of the
type described in this paragraph (f), exceeding $175,000,000 at any one time outstanding,
provided that such amount shall be increased by an amount equal to $25,000,000 on
(x) each anniversary of the Closing Date, so long as no Default or Event of Default shall
have occurred and be continuing on any date on which such amount is to be increased or (y)
such later date on which such Default or Event of Default shall have been cured;




     (g) (x) unsecured Indebtedness of the Parent Borrower and any of its Subsidiaries
incurred to finance or refinance the purchase price of, or (y) Indebtedness of the Parent
Borrower and any of its Subsidiaries assumed in connection with, any acquisition permitted
by subsection 8.9; provided that (i) in the case of clause (x), such Indebtedness is
incurred prior to, substantially simultaneously with or within six (6) months after such
acquisition or in connection with a refinancing thereof, (ii) if such Indebtedness is owed
to a Person other than the Person from whom such acquisition is made or any Affiliate
thereof, such Indebtedness shall have terms and conditions reasonably satisfactory to the
U.S. Administrative Agent and shall not exceed 70% of the purchase price of such acquisition
(including any Indebtedness assumed in connection with such acquisition) (or such greater
percentage as shall be reasonably satisfactory to the U.S. Administrative Agent or, if any
such purchase price shall be greater than $75,000,000, such greater percentage as shall be
reasonably satisfactory to the Required Lenders), (iii) if such Indebtedness is being
assumed under this paragraph (g), such Indebtedness shall not have been incurred by any
party in contemplation of the acquisition permitted by subsection 8.9 and (iv) immediately
after giving effect to such acquisition no Default or Event of Default shall have occurred
and be continuing;




     (h) to the extent that any Indebtedness may be incurred or arise thereunder,
Indebtedness of the Parent Borrower and its Subsidiaries under Interest Rate Protection
Agreements (other than those entered into for speculative purposes) and under Permitted
Hedging Arrangements;




     (i) to the extent that any Guarantee Obligation or other obligation permitted under
subsection 8.4 constitutes Indebtedness, such Indebtedness;




     (j) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds
and similar obligations and trade-related letters of credit, in each case provided in the
ordinary course of business;



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     (k) Indebtedness of the Parent Borrower or any of its Subsidiaries in respect of Sale
and Leaseback Transactions permitted under subsection 8.11;




     (l) Indebtedness of the Parent Borrower or any of its Subsidiaries incurred to finance
insurance premiums in the ordinary course of business;




     (m) Indebtedness arising from the honoring of a check, draft or similar instrument
against insufficient funds; provided that such Indebtedness is extinguished within
two (2) Business Days of its incurrence;




     (n) Indebtedness in respect of Financing Leases which have been funded solely by
Investments of the Parent Borrower and its Subsidiaries permitted by subsection 8.8(l);




     (o) Indebtedness which represents an extension, refinancing, refunding, replacement or
renewal of any of the Indebtedness described in paragraphs (b), (c), (d) and (g) of this
subsection 8.2 hereof; provided that (i) the principal amount (or accreted value, if
applicable) thereof does not exceed the principal amount (or accreted value, if applicable)
of the Indebtedness so extended, refinanced, refunded, replaced or renewed, except by an
amount equal to unpaid accrued interest and premium (including applicable prepayment
penalties) thereon plus fees and expenses reasonably incurred in connection
therewith, (ii) any Liens securing such Indebtedness are limited to all or part of the same
property (including, if required by the documentation evidencing such Indebtedness being
extended, refinanced, refunded, replaced or renewed, after-acquired property of the same
type) that secured the Indebtedness being refinanced; provided that the total value
of the collateral securing such Indebtedness incurred under this subsection 8.2(o)
immediately following such incurrence shall not be materially greater than the value of the
collateral securing the Indebtedness being extended, refinanced, refunded, replaced or
renewed immediately prior to such extension, refinancing, refunding, replacement or renewal,
(iii) no Loan Party that is not originally obligated with respect to repayment of such
Indebtedness is required to become obligated with respect thereto, (iv) such extension,
refinancing, refunding, replacement or renewal does not result in a shortening of the
Weighted Average Life to Maturity of the Indebtedness so extended, refinanced, refunded,
replaced or renewed and (v) if the Indebtedness that is extended, refinanced, refunded,
replaced or renewed was subordinated in right of payment to the obligations of any Loan
Party hereunder and under the other Loan Documents, then the terms and conditions of the
extension, refinancing, refunding, replacement or renewal Indebtedness must include
subordination terms and conditions that are at least as favorable to the Lenders as those
that were applicable to the extended, refinanced, refunded, replaced or renewed
Indebtedness;




     (p) cash management obligations and other Indebtedness in respect of netting services,
overdraft protections and similar arrangements in each case arising under standard business
terms of any bank at which the Parent Borrower or Subsidiary maintains an overdraft, cash
pooling or other similar facility or arrangement;



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     (q) Indebtedness of Foreign Subsidiaries of the Parent Borrower not exceeding in
aggregate principal amount at any time outstanding an amount equal to $50,000,000;




     (r) Indebtedness not otherwise permitted by the preceding paragraphs of this subsection
8.2 not exceeding $250,000,000 in aggregate principal amount at any one time outstanding;
and




     (s) Indebtedness evidenced by the First Lien Last Out Notes; provided that (i)
no Default or Event of Default shall exist at the time of, or after giving effect to, the
issuance thereof, (ii) the terms and conditions of the First Lien Last Out Note Documents
shall be reasonably satisfactory to the U.S. Administrative Agent (it being understood that
the provisions of the First Lien Last Out Note Documents that are substantially similar to
the corresponding provisions of the Senior Note Documents shall be reasonably satisfactory
to the U.S. Administrative Agent); provided that in no event shall the final
maturity date for the First Lien Last Out Notes be earlier than June 1, 2014, (iii) the
aggregate principal amount of Indebtedness evidenced by the First Lien Last Out Notes at any
time outstanding pursuant to this clause (s) shall not exceed $700,000,000 less any
repayments of principal of such Indebtedness theretofore outstanding pursuant to this clause
(s), (iv) 100% of the Net Cash Proceeds received by any of the Borrowers from the issuance
of the First Lien Last Out Notes shall be applied to prepay Loans in accordance with
subsections 4.4(b) and 4.4(e), (v) at the time of any issuance of First Lien Last Out Notes,
the RCF Commitments are reduced in an amount equal to the face amount of such issuance of
First Lien Last Out Notes less, in the case of the first issuance of First Lien Last
Out Notes, the amount of Net Cash Proceeds from such issuance applied to prepay Term Loans
(as defined in the Original Credit Agreement), (vi) the Available RCF Commitments are
$250,000,000 or more at the time of first issuance of the First Lien Last Out Notes and
(vii) the U.S. Administrative Agent shall have received (a) an officer’s certificate
executed by a Responsible Officer of the U.S. Borrowers certifying that the issuance of the
First Lien Last Out Notes does not violate any Second-Lien Term Loan Document and (b) an
opinion from the Credit Agreement Parties’ New York counsel addressed to each Agent and each
of the Lenders in form and substance reasonably satisfactory to the U.S. Administrative
Agent opining that the issuance of the First Lien Last Out Notes does not violate
any Second-Lien Term Loan Document.


For purposes of determining compliance with this subsection 8.2, the amount of any Indebtedness
denominated in any currency other than Dollars shall be calculated based on customary currency
exchange rates in effect, in the case of such Indebtedness incurred (in respect of term
Indebtedness) or committed (in respect of revolving Indebtedness) on or prior to the Closing Date,
on the Closing Date and, in the case of such Indebtedness incurred (in respect of term
Indebtedness) or committed (in respect of revolving Indebtedness) after the Closing Date, on the
date that such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect
of revolving Indebtedness); provided that if such Indebtedness is incurred to refinance
other Indebtedness denominated in a currency other than Dollars (or in a different currency from
the Indebtedness being refinanced), and such refinancing would cause the applicable
Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate
in effect on the date of such refinancing, such Dollar-denominated restriction shall


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be deemed not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of
such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting
discounts, premiums and other costs and expenses incurred in connection with such refinancing.




          8.3 Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon any
of its property, assets or revenues, whether now owned or hereafter acquired, except for the
following (Liens described below are herein referred to as “Permitted Liens”;
provided, however, that no reference to a Permitted Lien herein, including any
statement or provision as to the acceptability of any Permitted Lien, shall in any way constitute
or be construed so as to postpone or subordinate any Liens or other rights of the Agents, the
Lenders or any of them hereunder or arising under any other Loan Document in favor of such
Permitted Lien):





     (a) Liens for taxes, assessments and similar charges not yet delinquent or the
nonpayment of which in the aggregate could not reasonably be expected to have a Material
Adverse Effect, or which are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves with respect thereto are maintained on the books
of the Parent Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;




     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business and relating to obligations which are not
overdue for a period of more than sixty (60) days or which are being contested in good faith
by appropriate proceedings diligently conducted;




     (c) Liens of landlords or of mortgagees of landlords arising by operation of law or
pursuant to the terms of real property leases, provided that the rental payments
secured thereby are not yet due and payable;




     (d) pledges, deposits or other Liens in connection with workers’ compensation,
unemployment insurance, other social security benefits or other insurance related
obligations (including pledges or deposits securing liability to insurance carriers under
insurance or self-insurance arrangements);




     (e) Liens arising by reason of any judgment, decree or order of any court or other
Governmental Authority, if appropriate legal proceedings which may have been duly initiated
for the review of such judgment, decree or order, are being diligently prosecuted and shall
not have been finally terminated or the period within which such proceedings may be
initiated shall not have expired;




     (f) Liens to secure the performance of bids, trade contracts (other than for borrowed
money), obligations for utilities, leases, statutory obligations, surety and appeal bonds,
performance bonds, judgment and like bonds, replevin and similar bonds and other obligations
of a like nature incurred in the ordinary course of business;




     (g) zoning restrictions, easements, rights-of-way, restrictions on the use of property,
other similar encumbrances incurred in the ordinary course of business and



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minor irregularities of title, which do not materially interfere with the ordinary
conduct of the business of the Parent Borrower and its Subsidiaries taken as a whole;




     (h) Liens securing or consisting of (i) Indebtedness of the Parent Borrower and its
Subsidiaries permitted by subsection 8.2(f) incurred to finance or refinance the
acquisition, leasing, construction or improvement of fixed or capital assets or
(ii) Indebtedness of the Parent Borrower and its Subsidiaries permitted by subsection 8.2(g)
assumed in connection with any acquisition permitted by subsection 8.9, provided
that (i) such Liens shall not be created in contemplation of the acquisition permitted by
subsection 8.9 and shall be created no later than the later of the date of such acquisition
or the date of the assumption of such Indebtedness and (ii) such Liens do not at any time
encumber any property other than the property financed or refinanced by such Indebtedness
and, in the case of Indebtedness assumed in connection with any such acquisition, the total
value of the collateral constituting such Liens immediately following such acquisition shall
not be materially greater than the value of the collateral constituting such Liens
immediately prior to such acquisition;




     (i) Liens existing on assets or properties at the time of the acquisition thereof by
the Parent Borrower or any of its Subsidiaries which do not materially interfere with the
use, occupancy, operation and maintenance of structures existing on the property subject
thereto or extend to or cover any assets or properties of the Parent Borrower or such
Subsidiary other than the assets or property being acquired;




     (j) Liens in existence on the Closing Date and listed on Schedule 8.3(j) and
other Liens securing Assumed Indebtedness;




     (k) Liens securing Guarantee Obligations permitted under subsection 8.4(e);




     (l) Liens created pursuant to the Security Documents;




     (m) any encumbrance or restriction (including put and call agreements) with respect to
the Capital Stock of any joint venture or similar arrangement pursuant to the joint venture
or similar agreement with respect to such joint venture or similar arrangement,
provided that no such encumbrance or restriction affects in any way the ability of
the Parent Borrower or any of its Subsidiaries to comply with subsection 7.9(b) or (c);




     (n) Liens on property subject to Sale and Leaseback Transactions permitted under
subsection 8.11 and general intangibles related thereto;




     (o) Liens on Intellectual Property; provided that such Liens result from the
granting of licenses in the ordinary course of business to or from any Person to use such
Intellectual Property;




     (p) Liens on property (i) of any Subsidiary that is not a Loan Party and (ii) that does
not constitute Collateral, which Liens secure Indebtedness of the applicable Subsidiary
permitted under subsection 8.2, Guarantee Obligations of the applicable



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Subsidiary permitted under subsection 8.4 or other liabilities or obligations of the
applicable Subsidiary not prohibited by this Agreement;




     (q) Liens securing or consisting of Indebtedness of the Parent Borrower and its
Subsidiaries permitted by subsection 8.2(d) and any refinancings, extensions and
replacements thereof otherwise permitted under this Agreement; provided that (i)
such Liens do not apply to any asset other than Collateral that is subject to a Lien granted
under a U.S. Security Document to secure the “Obligations” as defined in the U.S. Guarantee
and Collateral Agreement and (ii) all such Liens shall be subject to the Intercreditor
Agreement or another intercreditor agreement that is no less favorable to the Secured
Parties than the Intercreditor Agreement;




     (r) Liens on property of any Foreign Subsidiary of the Parent Borrower securing
Indebtedness of such Subsidiary permitted by subsection 8.2(q);




     (s) Liens (i) that are contractual rights of set-off, (ii) relating to purchase orders
and other agreements entered into with customers or suppliers of the Parent Borrower or any
Subsidiary in the ordinary course of business or (iii) in favor of financial institutions
encumbering deposits or other amounts (including the right of set-off) which are within the
general parameters customary in the banking industry;




     (t) Liens in favor of customs and revenue authorities arising as a matter of law to
secure the payment of customs duties in connection with the importation of goods;




     (u) Liens not otherwise permitted hereunder, all of which Liens permitted pursuant to
this subsection 8.3(u) secure obligations not exceeding $50,000,000 in aggregate amount at
any time outstanding; and




     (v) Liens securing or consisting of Indebtedness permitted by subsection 8.2(s) and any
refinancing, extensions and replacements thereof otherwise permitted under this Agreement;
provided that (1) such Liens do not apply to any asset other than Collateral that is
subject to a Lien granted under a U.S. Security Document to secure the “Obligations”
as defined in the U.S. Guarantee and Collateral Agreement, (2) the First Lien Last Out Notes
shall not be secured by any assets of the Canadian Loan Parties and (3) all such Liens shall
be subject to the terms and provisions of the First Lien Intercreditor Agreement or another
intercreditor agreement that is no less favorable to the Secured Parties than the First Lien
Intercreditor Agreement.



          8.4 Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any
Guarantee Obligation except:





     (a) Guarantee Obligations in existence on the Closing Date and listed in Schedule
8.4(a), and any refinancings, refundings, extensions or renewals thereof,
provided that the amount of such Guarantee Obligation shall not be increased at the
time of such refinancing, refunding, extension or renewal except to the extent that the
amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased
by subsection 8.2(o);



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     (b) Guarantee Obligations for performance, bid, appeal, judgment, replevin and similar
bonds and suretyship arrangements, all in the ordinary course of business;




     (c) Guarantee Obligations in respect of indemnification and contribution agreements
expressly permitted by subsection 8.10(iv) or similar agreements by the Parent Borrower;




     (d) Reimbursement Obligations in respect of the Letters of Credit or reimbursement
obligations in respect of any other letters of credit permitted under subsection 8.2;




     (e) Guarantee Obligations in respect of third-party loans and advances to officers or
employees of Holdings or any of its Subsidiaries (i) for travel and entertainment expenses
incurred in the ordinary course of business, (ii) for relocation expenses incurred in the
ordinary course of business, or (iii) for other purposes in an aggregate amount so long as
all Guarantee Obligations incurred under this paragraph (e), together with the aggregate
amount of all Investments permitted under subsection 8.8(e) (other than clause (iv)
thereof), does not exceed $5,000,000 outstanding at any time;




     (f) obligations to insurers required in connection with worker’s compensation and other
insurance coverage incurred in the ordinary course of business;




     (g) obligations of the Parent Borrower and its Subsidiaries under any Interest Rate
Protection Agreements (other than those entered into for speculative purposes) or under
Permitted Hedging Arrangements;




     (h) Guarantee Obligations incurred in connection with acquisitions permitted under
subsection 8.9, provided that if any such Guarantee Obligation inures to the benefit
of any Person other than the Person from whom such acquisition is made or any Affiliate
thereof, such Guarantee Obligation shall not exceed, with respect to any such acquisition,
70% of the purchase price of such acquisition (including any Indebtedness assumed in
connection with any such acquisition) (or such greater percentage as shall be reasonably
satisfactory to the U.S. Administrative Agent or, if any such purchase price shall be
greater than $75,000,000, such greater percentage shall be reasonably satisfactory to the
Required Lenders);




     (i) guarantees made by the Parent Borrower or any of its Subsidiaries of obligations of
the Parent Borrower or any of its Subsidiaries (other than any Indebtedness outstanding
pursuant to subsections 8.2(b), (c), (d), (j), (k) and (q)) which obligations are otherwise
permitted under this Agreement;




     (j) Guarantee Obligations in connection with sales or other dispositions permitted
under subsection 8.6, including indemnification obligations with respect to leases, and
guarantees of collectability in respect of accounts receivable or notes receivable for up to
face value;



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     (k) Guarantee Obligations incurred pursuant to the U.S. Guarantee and Collateral
Agreement or any Canadian Security Document or otherwise in respect of Indebtedness
permitted by subsection 8.2(a);




     (l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections
8.2(b), (c) and (d), provided that (x) if any such Indebtedness is subordinated in
right of payment to the obligations of any Loan Party hereunder and under the other Loan
Documents, then any corresponding Guarantee Obligations are subordinated to Indebtedness
outstanding pursuant to this Agreement and other Loan Documents to substantially the same
extent, (y) Guarantee Obligations in respect of Indebtedness permitted pursuant to
subsections 8.2(b) and 8.2(d) shall be permitted only so long as such Guarantee Obligations
are incurred only by Guarantors or Borrowers and (z) Guarantee Obligations in respect of
Assumed Indebtedness permitted pursuant to subsection 8.2(c) shall be permitted to the
extent no additional guarantors of such Indebtedness are added following the Closing Date;




     (m) accommodation guarantees for the benefit of trade creditors of the Parent Borrower
or any of its Subsidiaries in the ordinary course of business;




     (n) Guarantee Obligations in respect of Indebtedness or other obligations of a Person
in connection with a joint venture or similar arrangement in respect of which no other
co-investor or other Person has a greater legal or beneficial ownership interest than the
Parent Borrower or any of its Subsidiaries, and as to all of such Persons does not at any
time exceed $20,000,000 in aggregate principal amount; provided that such amount
shall be reduced by the aggregate amount of Investments permitted by subsection 8.8(k); and




     (o) Guarantee Obligations of the Parent Borrower and its Subsidiaries in respect of
Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q);
provided that the aggregate amount of such Guarantee Obligations outstanding
pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to
paragraph 8.7(k), (ii) all Investments (determined as the amount originally advanced, loaned
or otherwise invested, less any returns on the respective Investment) outstanding pursuant
to paragraphs 8.8(k) and (o), (iii) all cash consideration paid in respect of acquisitions
pursuant to paragraph 8.9(b)(iii) and (iv) all optional prepayments made pursuant to
subsection 8.13(f) do not at any time exceed $100,000,000.



          8.5 Limitation on Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution),
or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its
property, business or assets, except:





     (a) any Subsidiary of the Parent Borrower may be merged, consolidated or amalgamated
with or into the Parent Borrower (provided that the Parent Borrower shall be the
continuing or surviving corporation) or with or into any one or more Wholly Owned
Subsidiaries of the Parent Borrower (provided that the Wholly Owned Subsidiary or
Subsidiaries of the Parent Borrower shall be the continuing or surviving entity);



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provided that if such merger or consolidation constitutes a transfer of all or
substantially all of the assets of any Loan Party, (1) the continuing or surviving entity
shall be a Loan Party, or (2) at the time of such merger, consolidation or amalgamation, the
Payment Conditions are satisfied;




     (b) any Subsidiary of the Parent Borrower may sell, lease, transfer or otherwise
dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Parent
Borrower or any Wholly Owned Subsidiary of the Parent Borrower (and, in the case of a
non-Wholly Owned Subsidiary, may be liquidated to the extent the Parent Borrower or any
Wholly Owned Subsidiary which is a direct parent of such non-Wholly Owned Subsidiary
receives a pro rata distribution of the assets thereof); provided that if any
Borrower so disposes of all or substantially all of its assets, either (A) such Borrower
shall, simultaneously with such disposition, (1) repay in full all outstanding Loans made
(x) to it and (y) against assets contributed by it to the Borrowing Base to any other
Borrower and (2) terminate its right to borrow hereunder or (B) the transferee of such
assets shall be a Borrower; provided, further, that (x) if the Subsidiary
that disposes of any or all of its assets is a Loan Party, (1) the transferee of such assets
shall be a Loan Party, or (2) at the time of such disposition, the Payment Conditions are
satisfied; and




     (c) as expressly permitted by subsection 8.6.



          8.6 Limitation on Sale of Assets. Convey, sell, lease, assign, transfer, license,
abandon or otherwise dispose of any of its property, business or assets (including receivables and
leasehold interests) (other than leases or rentals of revenue earning equipment in the ordinary
course of business), whether now owned or hereafter acquired, or, in the case of any Subsidiary of
Holdings, issue or sell any shares of such Subsidiary’s Capital Stock, to any Person other than,
subject to any applicable limitations set forth in subsection 8.5, Holdings or any Wholly Owned
Subsidiary of Holdings, except:





     (a) the sale or other Disposition of obsolete, worn out or surplus property, whether
now owned or hereafter acquired, in the ordinary course of business;




     (b) the sale or other Disposition of any Inventory or Rental Fleet in the ordinary
course of business;




     (c) the sale or discount without recourse of accounts receivable or notes receivable
arising in the ordinary course of business, or the conversion or exchange of accounts
receivable into or for notes receivable, in each case in connection with the compromise or
collection thereof; provided that, in the case of any Foreign Subsidiary of the
Parent Borrower, any such sale or discount may be with recourse if such sale or discount is
consistent with customary practice in such Foreign Subsidiary’s country of business;




     (d) as permitted by subsection 8.5(b) or 8.5(c) and pursuant to Sale and Leaseback
Transactions permitted by subsection 8.11;



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     (e) subject to any applicable limitations set forth in subsection 8.5, Dispositions of
any assets or property among (i) the Qualified Loan Parties and (ii) the Non-Guarantor
Subsidiaries;




     (f) (i) the abandonment or other Disposition of patents, trademarks or other
Intellectual Property that are, in the reasonable judgment of the Parent Borrower, no longer
economically practicable to maintain or useful in the conduct of the business of the Parent
Borrower and its Subsidiaries taken as a whole and (ii) licensing of Intellectual Property
in the ordinary course of business;




     (g) any Disposition by the Parent Borrower or any of its Subsidiaries, provided
that (i) the Net Cash Proceeds of each such Disposition do not exceed $10,000,000 and (ii)
the aggregate Net Cash Proceeds of all Dispositions in any Fiscal Year made pursuant to this
paragraph (g) do not exceed $20,000,000;




     (h) any other Asset Sales by the Parent Borrower or any of its Subsidiaries the Net
Cash Proceeds of which other Asset Sales do not exceed $100,000,000 in the aggregate after
the Closing Date, provided that in the case of any such Asset Sale, an amount equal
to 100% of the Net Cash Proceeds of such Dispositions less the Reinvested Amount is applied
in accordance with subsection 4.4(b);




     (i) any involuntary Disposition due to casualty or condemnation; and




     (j) any Disposition set forth on Schedule 8.6(j).



          8.7 Limitation on Dividends. Declare or pay any dividend (other than dividends
payable solely in common stock of the Parent Borrower or options, warrants or other rights to
purchase common stock of the Parent Borrower) on, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement
or other acquisition of, any shares of any class of Capital Stock of the Parent Borrower or any of
its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or
hereafter outstanding, or make any other distribution (other than distributions payable solely in
common stock of the Parent Borrower or options, warrants or other rights to purchase common stock
of the Parent Borrower) in respect thereof, either directly or indirectly, whether in cash or
property or in obligations of the Parent Borrower or any of its Subsidiaries, except that:





     (a) any Subsidiary of the Parent Borrower may pay dividends or return capital or make
distributions and other similar payments with regard to its Capital Stock to the Parent
Borrower or to a Wholly-Owned Subsidiary of the Parent Borrower which owns equity therein;




     (b) any non-Wholly-Owned Subsidiary of the Parent Borrower may pay dividends or return
capital or make distributions and other similar payments to its shareholders generally so
long as the Parent Borrower or its respective Subsidiary which owns the Capital Stock in the
Subsidiary paying such dividends or returning such capital or making such distributions and
other similar payments receives at least its proportionate share thereof (based upon its
relative holding of the Capital Stock in the Subsidiary



167









 







paying such dividends or returning such capital or making such distributions and other
similar payments and taking into account the relative preferences, if any, of the various
classes of Capital Stock of such Subsidiary);




     (c) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount
sufficient to allow any Parent Entity to pay expenses (other than taxes) incurred in the
ordinary course of business, provided that, if any Parent Entity shall own any
material assets other than the Capital Stock of Holdings or another Parent Entity or other
assets relating to the ownership interest of such Parent Entity in another Parent Entity,
the Parent Borrower or Subsidiaries of the Parent Borrower, such cash dividends with respect
to such Parent Entity shall be limited to the reasonable and proportional share, as
determined by the Parent Borrower in its reasonable discretion, of such expenses incurred by
such Parent Entity relating or allocable to its ownership interest in the Parent Borrower or
another Parent Entity and such other related assets;




     (d) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount
sufficient to cover reasonable and necessary expenses (including professional fees and
expenses) (other than taxes) incurred by any Parent Entity in connection with
(i) registration, public offerings and exchange listing of equity or debt securities and
maintenance of the same, (ii) compliance with reporting obligations under, or in connection
with compliance with, federal or state laws or under this Agreement or any of the other Loan
Documents and (iii) indemnification and reimbursement of directors, officers and employees
in respect of liabilities relating to their serving in any such capacity, or obligations in
respect of director and officer insurance (including premiums therefor), provided
that, in the case of sub-clause (i) above, if any Parent Entity shall own any material
assets other than the Capital Stock of Holdings or another Parent Entity or other assets
relating to the ownership interest of such Parent Entity in another Parent Entity, Holdings
or its Subsidiaries, with respect to such Parent Entity such cash dividends shall be limited
to the reasonable and proportional share, as determined by the Parent Borrower in its
reasonable discretion, of such expenses incurred by such Parent Entity relating or allocable
to its ownership interest in another Parent Entity, Holdings and such other assets;




     (e) the Parent Borrower and any of its Subsidiaries may pay, without duplication, cash
dividends (i) pursuant to the Tax Sharing Agreement and (ii) to pay or permit any Parent
Entity to pay any Related Taxes;




     (f) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount
sufficient to allow any Parent Entity to repurchase shares of its Capital Stock or rights,
options or units in respect thereof from any Management Investors or former Management
Investors (or any of their respective heirs, successors, assigns, legal representatives or
estates), or as otherwise contemplated by any Management Subscription Agreements, for an
aggregate purchase price not to exceed $10,000,000; provided that such amount shall
be increased by (i) an amount equal to $2,500,000 on each anniversary of the Closing Date,
commencing on the first anniversary of the Closing Date and (ii) an amount equal to the
proceeds to the Parent Borrower (whether received by it directly or from a Parent Entity or
applied to pay Parent Entity Expenses) of any



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resales or new issuances of shares and options to any Management Investors, at any time
after the initial issuances to any Management Investors, together with the aggregate amount
of deferred compensation owed by the Parent Borrower or any of its Subsidiaries to any
Management Investor that shall thereafter have been cancelled, waived or exchanged at any
time after the initial issuances to any thereof in connection with the grant to such
Management Investor of the right to receive or acquire shares of Holdings’ or any Parent
Entity’s Capital Stock;




     (g) the Parent Borrower and any of its Subsidiaries may pay cash dividends in an amount
sufficient to allow any Parent Entity to pay all fees and expenses incurred in connection
with the Transaction and the other transactions expressly contemplated by this Agreement and
the other Loan Documents, and to allow Holdings to perform its obligations under or in
connection with the Loan Documents to which it is a party;




     (h) the Parent Borrower and any of its Subsidiaries may pay a cash dividend to Holdings
(and Holdings may use the cash proceeds thereof to pay a cash dividend directly or
indirectly to any Parent Entity), in each case on the Closing Date to give effect to the
Recapitalization;




     (i) in addition to the foregoing dividends, the Parent Borrower and any of its
Subsidiaries may pay additional dividends, payments and distributions not otherwise
permitted pursuant to this subsection 8.7; provided that, at the time such dividend,
payment or distribution is made the Payment Conditions are satisfied;




     (j) the Parent Borrower and any of its Subsidiaries may pay dividends in an amount
sufficient to allow any Parent Entity to pay all fees, expenses, purchase price adjustments
and other obligations (other than any obligation (other than Related Taxes) related to the
Seller Notes) incurred pursuant to the Recapitalization Agreement as in effect on the date
hereof or the Indemnification Agreement (as defined in the Recapitalization Agreement) as in
effect on the date hereof; and




     (k) so long as no Default or Event of Default has occurred and is continuing or would
result therefrom, the Parent Borrower and any of its Subsidiaries may pay cash dividends;
provided that the aggregate amount of such dividends pursuant to this clause (k),
when aggregated with (i) all Guarantee Obligations outstanding pursuant to subsection
8.4(o), (ii) all Investments (determined as the amount originally advanced, loaned or
otherwise invested, less any returns on the respective Investment not to exceed the original
amount invested) outstanding pursuant to paragraphs 8.8(k) and (o), (iii) all cash
consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (iv) all
optional prepayments made pursuant to subsection 8.13(f), do not at any time exceed
$100,000,000.



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          8.8 Limitation on Investments, Loans and Advances. Make any advance, loan, extension
of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other
securities of or any assets constituting a business unit of, or make any other investment, in cash
or by transfer of assets or property, in (each an “Investment”), any Person, except:





     (a) extensions of trade credit in the ordinary course of business;




     (b) Investments in cash and Cash Equivalents;




     (c) Investments existing on the Closing Date and described in Schedule 8.8(c),
setting forth the respective amounts of such Investments as of a recent date;




     (d) Investments in notes receivable and other instruments and securities obtained in
connection with transactions permitted by subsection 8.6(c);




     (e) loans and advances to officers, directors or employees of Holdings or any of its
Subsidiaries (i) in the ordinary course of business for travel and entertainment expenses,
(ii) for relocation expenses in the ordinary course of business or (iii) made for other
purposes in an aggregate amount so long as all such Investments (determined as the amount
originally advanced, loaned or otherwise invested, less any returns on the respective
Investment not to exceed the original amount invested) pursuant to this paragraph (e) (other
than clause (iv) hereof), together with the aggregate amount of all Guarantee Obligations
permitted pursuant to subsection 8.4(e), does not exceed $5,000,000 outstanding at any time
and (iv) relating to indemnification or reimbursement of any officers, directors or
employees in respect of liabilities relating to their serving in any such capacity or as
otherwise specified in subsection 8.10;




     (f) (i) Investments by any Qualified Loan Party in any other Qualified Loan Party, (ii)
Investments by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary, (iii)
Investments by Canadian Finco in RSC Canada consisting of intercompany loans made by
Canadian Finco to RSC Canada and (iv) Investments in Holdings in amounts and for purposes
for which dividends are permitted under subsection 8.7;




     (g) acquisitions expressly permitted by subsection 8.9;




     (h) Investments of the Parent Borrower and its Subsidiaries under Interest Rate
Protection Agreements (other than those entered into for speculative purposes) or under
Permitted Hedging Arrangements;




     (i) Investments in the nature of pledges or deposits with respect to leases or
utilities provided to third parties in the ordinary course of business or otherwise
described in subsection 8.3(c), (d) or (f);




     (j) Investments representing non-cash consideration received by the Parent Borrower or
any of its Subsidiaries in connection with any Asset Sale, provided that in



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the case of any Asset Sale permitted under subsection 8.6(g) or (h), such non-cash
consideration constitutes not more than 25% of the aggregate consideration received in
connection with such Asset Sale and any such non-cash consideration received by the Parent
Borrower or any other Loan Party is pledged to the U.S. Collateral Agent, for the benefit of
the Lenders, pursuant to the Security Documents;




     (k) Investments by the Parent Borrower or any of its Subsidiaries in a Person in
connection with a joint venture or similar arrangement in respect of which no other
co-investor or other Person has a greater legal or beneficial ownership interest than the
Parent Borrower or such Subsidiary; provided that (i) the aggregate amount of such
Investments (determined as the amount originally advanced, loaned or otherwise invested,
less any returns on the respective Investment) outstanding pursuant to this paragraph (k),
when aggregated with (A) all Guarantee Obligations outstanding pursuant to subsection
8.4(o), (B) all cash dividends paid pursuant to paragraph 8.7(k), (C) all Investments
(determined as the amount originally advanced, loaned or otherwise invested, less any
returns on the respective Investment not to exceed the original amount invested) outstanding
pursuant to paragraph (o) of this subsection 8.8, (D) all cash consideration paid in respect
of acquisitions pursuant to paragraph 8.9(b)(iii) and (E) all optional prepayments made
pursuant to subsection 8.13(f), do not exceed $100,000,000 in the aggregate, (ii) the
aggregate amount of Investments (determined as the amount originally advanced, loans or
otherwise invested, less any returns on the respective Investment not to exceed the original
amount invested) in Persons pursuant to this paragraph (k), when aggregated with all
Investments (determined as the amount originally advanced, loaned or otherwise invested,
less any returns on the respective Investment not to exceed the original amount invested) in
Persons that are organized outside of the United States and Canada pursuant to paragraph (o)
of this subsection 8.8 and all acquisitions pursuant to clause (b)(iii) of subsection 8.9 in
Persons that are organized (or assets that are located) outside of the United States and
Canada shall not exceed $35,000,000 and (iii) the Parent Borrower or such Subsidiary
complies with the provisions of subsections 7.9(b) and (c) hereof, if applicable, with
respect to such ownership interest;




     (l) Investments in industrial development or revenue bonds or similar obligations
secured by assets leased to and operated by the Parent Borrower or any of its Subsidiaries
that were issued in connection with the financing of such assets, so long as the Parent
Borrower or any such Subsidiary may obtain title to such assets at any time by optionally
canceling such bonds or obligations, paying a nominal fee and terminating such financing
transaction;




     (m) Investments representing evidences of Indebtedness, securities or other property
received from another Person by the Parent Borrower or any of its Subsidiaries in connection
with any bankruptcy proceeding or other reorganization of such other Person or as a result
of foreclosure, perfection or enforcement of any Lien or exchange for evidences of
Indebtedness, securities or other property of such other Person held by the Parent Borrower
or any of its Subsidiaries; provided that any such securities or other property
received by the Parent Borrower or any other Loan Party is pledged to the Collateral Agents,
for the benefit of the Lenders, pursuant to the Security Documents;



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     (n) Investments not otherwise permitted by the other clauses of this subsection 8.8;
provided that at the time such Investments are made the Payment Conditions are
satisfied; and




     (o) other Investments; provided that (i) the aggregate amount of such
Investments (determined as the amount originally advanced, loaned or otherwise invested,
less any returns on the respective Investment not to exceed the original amount invested)
outstanding pursuant to this paragraph (o), when aggregated with (A) all Guarantee
Obligations outstanding pursuant to subsection 8.4(o), (B) all cash dividends paid pursuant
to paragraph 8.7(k), (C) all Investments (determined as the amount originally advanced,
loaned or otherwise invested, less any returns on the respective Investment not to exceed
the original amount invested) pursuant to paragraph (k) of this subsection 8.8, (D) all cash
consideration paid in respect of acquisitions pursuant to paragraph 8.9(b)(iii) and (E) all
optional prepayments made pursuant to subsection 8.13(f), do not at any time exceed
$100,000,000 in the aggregate and (ii) the aggregate amount of Investments (determined as
the amount originally advanced, loaned or otherwise invested, less any returns on the
respective Investment not to exceed the original amount invested) in Persons that are
organized outside of the United States and Canada pursuant to this paragraph (o), when
aggregated with all Investments (determined as the amount originally advanced, loaned or
otherwise invested, less any returns on the respective Investment not to exceed the original
amount invested) pursuant to paragraph (k) of this subsection 8.8 and all acquisitions
pursuant to paragraph (b)(iii) of subsection 8.9 in Persons that are organized (or assets
that are located) outside of the United States and Canada, shall not exceed $35,000,000.



          8.9 Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the
business or assets of, or stock or other evidences of beneficial ownership of, any Person, except
that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so
long as:





     (a) such acquisition is expressly permitted by subsection 8.5, or




     (b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for
such acquisition (including cash and indebtedness incurred or assumed in connection with
such acquisition) consists solely of any combination of:




     (i) Capital Stock of any Parent Entity or Holdings; and/or




     (ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance
of Capital Stock of any Parent Entity or Holdings which amount is contributed to the
Parent Borrower within ninety (90) days prior to the date of the relevant
acquisition (and is not a Specified Equity Contribution); and/or




     (iii) so long as no Default or Event of Default has occurred and is continuing
or would result therefrom, cash and other property (excluding cash and other
property covered in clauses (i) and (ii) of this subsection 8.9(b)) and Indebtedness
(whether incurred or assumed, in an aggregate amount); provided



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that (i) the aggregate amount of such cash consideration (net of any increase
in the Available RCF Commitment attributable to the purchase of revenue earning
equipment in connection with such acquisition) paid pursuant to this clause
(b)(iii), when aggregated with (A) all Guarantee Obligations outstanding pursuant to
subsection 8.4(o), (B) all cash dividends paid pursuant to paragraph 8.7(k), (C) all
Investments (determined as the amount originally advanced, loaned or otherwise
invested, less any returns on the respective Investment not to exceed the original
amount invested) pursuant to paragraphs 8.8(k) and (o) and (D) all optional
prepayments made pursuant to subsection 8.13(f), does not exceed $100,000,000 in the
aggregate and (ii) the aggregate consideration paid in respect of acquisitions of
Persons that are organized (or assets that are located) outside of the United States
and Canada pursuant to this paragraph (b)(iii), when aggregated with all Investments
(determined as the amount originally advanced, loaned or otherwise invested, less
any returns on the respective Investment not to exceed the original amount invested)
pursuant to paragraphs (k) and (o) of subsection 8.8, shall not exceed $35,000,000;
or




     (c) the Payment Conditions shall have been satisfied;


provided, further, that in the case of each such acquisition pursuant to paragraphs
(a), (b) and (c) of this subsection 8.9, after giving effect thereto, no Default or Event of
Default shall occur as a result of such acquisition.




          8.10 Limitation on Transactions with Affiliates. Enter into any transaction,
including any purchase, sale, lease or exchange of property or the rendering of any service, with
any Affiliate unless such transaction is (a) otherwise permitted under this Agreement and (b) upon
terms no less favorable to Holdings or such Subsidiary, as the case may be, than it would obtain in
a comparable arm’s length transaction with a Person which is not an Affiliate; provided
that nothing contained in this subsection 8.10 shall be deemed to prohibit:





     (i) Holdings or any of its Subsidiaries from entering into or performing any
consulting, management or employment agreements or other compensation arrangements with
a director, officer or employee of Holdings or any of its Subsidiaries that provides for
annual aggregate base compensation not in excess of $1,500,000 for each such director,
officer or employee;




     (ii) Holdings or any of its Subsidiaries from entering into or performing an
agreement with any Sponsor or any Affiliate of any Sponsor for the rendering of
management consulting, monitoring or financial advisory services for compensation not to
exceed in the aggregate $6,000,000 per year plus reasonable out-of-pocket
expenses;




     (iii) the payment of transaction expenses in connection with this Agreement;




     (iv) Holdings or any of its Subsidiaries from entering into, making payments
pursuant to and otherwise performing an indemnification and contribution agreement in
favor of any Permitted Holder and each person who is or becomes a director,



173









 







officer, agent or employee of Holdings or any of its Subsidiaries, in respect of
liabilities (A) arising under the Securities Act, the Exchange Act and any other
applicable securities laws or otherwise, in connection with any offering of securities
by any Parent Entity (provided that, if such Parent Entity shall own any
material assets other than the Capital Stock of Holdings or another Parent Entity, or
other assets relating to the ownership interest of such Parent Entity in Holdings or
another Parent Entity, such liabilities shall be limited to the reasonable and
proportional share, as determined by the Parent Borrower in its reasonable discretion,
of such liabilities relating or allocable to the ownership interest of such Parent
Entity in Holdings or another Parent Entity and such other related assets) or Holdings
or any of its Subsidiaries, (B) incurred to third parties for any action or failure to
act of Holdings or any of its Subsidiaries, predecessors or successors, (C) arising out
of the performance by any Affiliate of any Sponsor of management consulting, monitoring
or financial advisory services provided to Holdings or any of its Subsidiaries,
(D) arising out of the fact that any indemnitee was or is a director, officer, agent or
employee of Holdings or any of its Subsidiaries, or is or was serving at the request of
any such corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or enterprise or (E) to the fullest extent permitted
by Delaware or other applicable state law, arising out of any breach or alleged breach
by such indemnitee of his or her fiduciary duty as a director or officer of Holdings or
any of its Subsidiaries;




     (v) Holdings or any of its Subsidiaries from performing any agreements or
commitments with or to any Affiliate existing on the Closing Date and described on
Schedule 8.10(v);




     (vi) any transaction permitted under subsection 8.4(c), 8.4(e), 8.5, 8.7, 8.8(e) or
8.8(f) and any transaction between Holdings, any Borrower and any of the Qualified Loan
Parties;




     (vii) Holdings and its Subsidiaries from paying the Sponsors and/or their
respective Affiliates a transaction fee pursuant to the Transaction Agreement, dated as
of the date hereof, among the Sponsors, ACNA and RSC, and the out-of-pocket expenses of
the Sponsors and/or their respective Affiliates incurred in connection with the
Recapitalization Agreement and the transactions contemplated thereby (including the
Financing Transactions (as defined in the Recapitalization Agreement)), on the Closing
Date in accordance with the terms thereof;




     (viii) the Transaction, and all transactions relating thereto; and




     (ix) Holdings or any of its Subsidiaries from performing its obligations under the
Tax Sharing Agreement.


For purposes of this subsection 8.10, any transaction with any Affiliate shall be deemed to have
satisfied the standard set forth in clause (b) of the first sentence hereof if (i) such transaction
is approved by a majority of the Disinterested Directors of the board of directors of any Parent
Entity, Holdings, the Parent Borrower or such Subsidiary, or (ii) in the event that at the time of


174









 






any such transaction, there are no Disinterested Directors serving on the board of directors of any
Parent Entity, Holdings, the Parent Borrower or such Subsidiary, such transaction shall be approved
by a nationally recognized expert with expertise in appraising the terms and conditions of the type
of transaction for which approval is required.




          8.11 Limitation on Sale and Leaseback Transactions. Enter into any arrangement with
any Person providing for the leasing by the Parent Borrower or any of its Subsidiaries that is a
Loan Party of real or personal property which has been or is to be sold or transferred by the
Parent Borrower or any such Subsidiary to such Person or to any other Person that has advanced or
that shall advance funds to the Parent Borrower or such Subsidiary on the security of such property
or rental obligations of the Parent Borrower or such Subsidiary (any of such arrangements, a
“Sale and Leaseback Transaction”), unless (a) such sale or transfer occurs within ninety
(90) days after the acquisition of such property by the Parent Borrower or any such Subsidiary, (b)
such Sale and Leaseback Transaction is in respect of any of the real properties listed on
Schedule 8.11(b) (the “Sale and Leaseback Real Properties”), or (c) the Payment
Conditions have been satisfied.




          8.12 Limitation on Dispositions of Collateral. Convey, sell, transfer, lease, or
otherwise dispose of any of the Collateral, or attempt, offer or contract to do so (unless such
attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders
hereunder), except for (a) mergers, amalgamations, consolidations, sales, leases, transfers or
other Dispositions expressly permitted under subsection 8.5 and (b) sales or other Dispositions
expressly permitted under subsection 8.6, including sales of Rental Fleet in the ordinary course of
business; and the Administrative Agents and the Collateral Agent shall, and the Lenders hereby
authorize the Administrative Agents and the Collateral Agents to, execute such releases of Liens
and take such other actions as the Parent Borrower may reasonably request in connection with the
foregoing.




          8.13 Limitation on Optional Payments and Modifications of Debt Instruments and Other
Documents. (a) Make any optional payment or prepayment on or optional repurchase or
redemption of any of the Second-Lien Term Loans, First Lien Last Out Notes or the Senior Notes or
any other Indebtedness (other than Indebtedness incurred pursuant to subsections 8.2(a), (c), (e),
(m), (p) or (q) (but in the case of subsection 8.2(q), only to the extent such payment, prepayment,
repurchase or redemption is not paid with cash of or financing obtained by Holdings or any of its
Domestic Subsidiaries)) including any payments on account of, or for a sinking or other analogous
fund for, the repurchase, redemption, defeasance or other acquisition thereof, unless, in each
case, the Payment Conditions shall have been satisfied.




          (b) In the event of the occurrence of a Change of Control, repurchase or repay any
Indebtedness then outstanding pursuant to any of the First Lien Last Out Notes or the Senior Notes
or any portion thereof, unless the Borrowers shall have (i) made payment in full of the Loans, all
Reimbursement Obligations and any other amounts then due and owing to any Lender or the U.S.
Administrative Agent hereunder and under any Note and cash collateralized the Bankers’ Acceptances
and the L/C Obligations on terms reasonably satisfactory to the U.S. Administrative Agent or (ii)
made an offer to pay the Loans, all Reimbursement Obligations and any amounts then due and owing to
each Lender and the U.S. Administrative Agent hereunder and under any Note and to cash
collateralize the Bankers’ Acceptances and the L/C Obligations




175









 




in respect of each Lender and shall have made payment in full thereof to each such Lender or
the U.S. Administrative Agent which has accepted such offer and cash collateralized the Bankers’
Acceptances and the L/C Obligations in respect of each such Lender which has accepted such offer.




          (c) Amend, supplement, waive or otherwise modify any of the provisions of any Senior Note
Document (including pursuant to an extension, renewal, replacement or refinancing thereof):





     (i) which shortens the fixed maturity or increases the principal amount of, or
increases the rate or shortens the time of payment of interest on, or increases the
amount or shortens the time of payment of any principal or premium payable whether at
maturity, at a date fixed for prepayment or by acceleration or otherwise of the
Indebtedness evidenced by the Senior Notes, or increases the amount of, or accelerates
the time of payment of, any fees or other amounts payable in connection therewith;




     (ii) which relates to any material affirmative or negative covenants or any events
of default or remedies thereunder and the effect of which is to subject Holdings or any
of its Subsidiaries to any more onerous or more restrictive provisions; or




     (iii) which otherwise adversely affects the interests of the Lenders as senior
secured creditors with respect to the Senior Notes or the interests of the Lenders under
this Agreement or any other Loan Document in any material respect.



          (d) Amend, supplement, waive or otherwise modify any of the provisions of any Second-Lien Term
Loan Document (including pursuant to an extension, renewal, replacement or refinancing thereof),
except as permitted by the Intercreditor Agreement.




          (e) (i) Amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms
and conditions of the Tax Sharing Agreement in any manner that would increase the amounts payable
by Holdings or any of its Subsidiaries thereunder, other than amendments reasonably reflecting
changes in law or regulations after the date hereof, or (ii) otherwise amend, supplement or
otherwise modify the terms and conditions of the Tax Sharing Agreement except to the extent that
any such amendment, supplement or modification could not reasonably be expected to have a Material
Adverse Effect.




          (f) Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and
is continuing or would result therefrom, the Parent Borrower shall be permitted to make optional
payments in respect of the Second-Lien Term Loans, First Lien Last Out Notes or the Senior Notes
and Indebtedness of Foreign Subsidiaries incurred pursuant to subsection 8.2(q); provided
that the aggregate amount of optional payments made pursuant to this paragraph (f), when aggregated
with (i) all Guarantee Obligations outstanding pursuant to subsection 8.4(o), (ii) all cash
dividends paid pursuant to paragraph 8.7(k), (iii) all Investments (determined as the amount
originally advanced, loaned or otherwise invested, less any returns on the respective Investment
not to exceed the original amount invested) pursuant to paragraphs 8.8(k)




176









 




and (o) and (iv) all cash consideration paid in respect of acquisitions pursuant to paragraph
8.9(b)(iii), do not at any time exceed $100,000,000 in the aggregate.




          (g) Notwithstanding the foregoing, the Parent Borrower shall be permitted to redeem
outstanding Senior Notes with the proceeds received (directly or indirectly) by the Parent Borrower
from equity issuances by any Parent Entity of its Capital Stock in connection with the exercise by
the Parent Borrower and RSC of their right to redeem Senior Notes with proceeds of such equity
issuances pursuant to the Senior Note Indenture.




          (h) Amend, supplement, waive or otherwise modify any of the provisions of any First Lien Last
Out Note Document (including pursuant to an extension, renewal, replacement or refinancing
thereof), except as permitted by the First Lien Intercreditor Agreement.




          8.14 Limitation on Changes in Fiscal Year. Permit the Fiscal Year of Holdings, the
Parent Borrower or RSC to end on a day other than December 31.




          8.15 Limitation on Negative Pledge Clauses. Enter into with any Person any agreement
which prohibits or limits the ability of Holdings or any of its Subsidiaries (other than any
Foreign Subsidiaries or Subsidiaries thereof) to create, incur, assume or suffer to exist any Lien
in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other
Loan Documents upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than (a) this Agreement, the other Loan Documents and any related documents, the
Senior Note Documents, or the Second-Lien Term Loan Documents, (b) any industrial revenue or
development bonds, purchase money mortgages, acquisition agreements or Financing Leases permitted
by this Agreement (in which cases, any prohibition or limitation shall only be effective against
the assets financed or acquired thereby), or (c) operating leases of real property entered into in
the ordinary course of business.




          8.16 Limitation on Lines of Business. (a) Enter into any business, either directly or
through any Subsidiary or otherwise, except for those businesses of the same general type as those
in which the Parent Borrower and its Subsidiaries are engaged on the Closing Date or which are
reasonably related thereto.




          (b) In the case of any Foreign Subsidiary Holdco, (x) own any material assets other than
securities or Indebtedness of one or more Foreign Subsidiaries and other assets relating to an
ownership interest in any such securities, Indebtedness or Subsidiaries or (y) incur or become
liable for any Indebtedness for borrowed money to any Person other than the Parent Borrower or a
Subsidiary of the Parent Borrower, any other material Indebtedness to any Person other than the
Parent Borrower or a Subsidiary of the Parent Borrower or any Guarantee Obligations of any
Indebtedness (other than of any Foreign Subsidiary or any Subsidiary of any Foreign Subsidiary), in
each case except pursuant to subsections 8.2(a) and 8.4(k).




          (c) Holdings will not (i) engage at any time in any business or business activity, other than
(A) its ownership of all outstanding Capital Stock issued by the Parent Borrower, (B) actions
incidental to the consummation of the Transaction, (C) actions required by law to maintain its
existence or to engage in the business or business activities described in




177









 




clause (A) above, (D) the payment of dividends and taxes and (E) activities incidental to its
maintenance and continuance and to the foregoing activities; (ii) own any material assets other
than those relating to the business and business activities described in clause (i) above; and
(iii) incur any Indebtedness other than Indebtedness arising from Investments made pursuant to
subsection 8.8(f)(iii) and any Indebtedness incurred pursuant to this Agreement, the other Loan
Documents and the Second-Lien Term Loan Documents, (iv) merge or consolidated with or into any
other Person or (v) incur or assume any Lien on its property, assets or revenues, except Liens
created pursuant to the Security Documents or the Second-Lien Term Loan Documents.




          (d) From and after the creation thereof, Canadian Finco will not (i) engage at any time in any
business activity, other than (A) its ownership of or disposition to RSC of, outstanding capital
stock issued by RSC Canada and any debt securities or note payables, in each case issued by RSC
Canada, (B) actions required by law to maintain its existence or to engage in the business or
business activities described in clause (A) above, (C) the payment of dividends and taxes and
(D) activities incidental to its maintenance and continuance and to the foregoing activities
(including, without limitation, paying guarantee fees to Holdings or any Subsidiary Guarantor and
entering into foreign currency swaps); (ii) own any material assets other than those relating to
the business and business activities described in clause (i) above; and (iii) incur any
Indebtedness other than Indebtedness incurred pursuant to, or permitted by, this Agreement, (iv)
merge or consolidate with or into any other Person, other than mergers or consolidations with U.S.
Borrowers to the extent permitted by subsection 8.5 or (v) incur or assume any Lien on its
property, assets or revenues.




          8.17 Limitations on Currency, Commodity and Other Hedging Transactions. Enter into,
purchase or otherwise acquire agreements or arrangements relating to currency, commodity or other
hedging except, to the extent and only to the extent that, such agreements or arrangements are
entered into, purchased or otherwise acquired in the ordinary course of business of the Parent
Borrower or any of its Subsidiaries with reputable financial institutions or vendors and not for
purposes of speculation (any such agreement or arrangement permitted by this subsection, a
“Permitted Hedging Arrangement”).




          Section 9. Events of Default. If any of the following events shall occur and be
continuing:





     (a) any Borrower shall fail to pay any principal of any Loan (or face amount of any
Bankers’ Acceptance Loan) or any Reimbursement Obligation when due in accordance with the
terms hereof (whether at stated maturity, by mandatory prepayment or otherwise); or any
Borrower shall fail to pay any interest or BA Fee on any Loan, or any other amount payable
hereunder, within five (5) days after any such interest or BA Fee or other amount becomes
due in accordance with the terms hereof; or




     (b) any representation or warranty made or deemed made by any Loan Party herein or in
any other Loan Document (or in any amendment, modification or supplement hereto or thereto)
or which is contained in any certificate furnished at any time by or on behalf of any Loan
Party pursuant to this Agreement or any such other Loan Document shall prove to have been
incorrect in any material respect on or as of the date made or deemed made; or



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     (c) any Loan Party shall default in the observance or performance of any agreement
contained in subsections 4.16, 7.2(f) (after one (1) Business Day grace period), 7.4 (with
respect to maintenance of existence) 7.5, 7.6, 7.7(a) or Section 8 of this
Agreement, Section 5.2.2 of the U.S. Guarantee and Collateral Agreement or Section 5.2.2 of
the Canadian Guarantee and Collateral Agreement; provided that, in the case of a
default in the observance or performance of its obligations under subsection 7.7(a) hereof,
such default shall have continued unremedied for a period of two (2) days after a
Responsible Officer of the Parent Borrower shall have discovered or should have discovered
such default; and provided, further, that if (x) any such failure with
respect to subsections 4.16, 7.4, 7.5 or 7.6 is of a type that can be cured within five (5)
Business Days and (y) such Default could not materially adversely impact the Lenders’ Liens
on the Collateral, such failure shall not constitute an Event of Default for five (5)
Business Days after the occurrence thereof so long as the Loan Parties are diligently
pursuing the cure of such failure; or




     (d) any Loan Party shall default in the observance or performance of any other
agreement contained in this Agreement or any other Loan Document (other than as provided in
paragraphs (a) through (c) of this Section 9), and such default shall continue
unremedied for a period ending on the earlier of (i) the date thirty-two (32) days after a
Responsible Officer of Holdings shall have discovered or should have discovered such default
and (ii) the date fifteen (15) days after written notice has been given to any Credit
Agreement Party by the U.S. Administrative Agent or the Required Lenders; or




     (e) Holdings or any of its Subsidiaries shall (i) default in (x) any payment of
principal of or interest on any Indebtedness (excluding the Loans and the Reimbursement
Obligations) in excess of $50,000,000 or (y) in the payment of any Guarantee Obligation in
excess of $50,000,000, beyond the period of grace (not to exceed thirty (30) days), if any,
provided in the instrument or agreement under which such Indebtedness or Guarantee
Obligation was created; or (ii) default in the observance or performance of any other
agreement or condition relating to any Indebtedness (excluding the Loans and the
Reimbursement Obligations) or Guarantee Obligation referred to in clause (i) above or
contained in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness or
beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of
notice or lapse of time if required, such Indebtedness to become due prior to its stated
maturity or such Guarantee Obligation to become payable (an “Acceleration”), and
such time shall have lapsed and, if any notice (a “Default Notice”) shall be
required to commence a grace period or declare the occurrence of an event of default before
notice of Acceleration may be delivered, such Default Notice shall have been given; or




     (f) if (i) any Loan Party or any Material Subsidiaries shall commence any case,
proceeding or other action (A) under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,



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winding-up, liquidation, dissolution, composition or other relief with respect to it or
its debts, or (B) seeking appointment of a receiver, interim receiver, receivers, receiver
and manager, trustee, custodian, monitor, conservator or other similar official for it or
for all or any substantial part of its assets, or any Loan Party or any Material
Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there
shall be commenced against any Loan Party or any Material Subsidiaries any case, proceeding
or other action of a nature referred to in clause (i) above which (A) results in the entry
of an order for relief or any such adjudication or appointment or (B) remains undismissed,
undischarged, unstayed or unbonded for a period of sixty (60) days; or (iii) there shall be
commenced against any Loan Party or any Material Subsidiaries any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, stayed or bonded pending
appeal within sixty (60) days from the entry thereof; or (iv) any Loan Party or any Material
Subsidiaries shall take any corporate action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
above; or (v) any Loan Party or any Material Subsidiaries shall be generally unable to, or
shall admit in writing its general inability to, pay its debts as they become due; or




     (g) (i) any Person shall engage in any “prohibited transaction” (as defined in Section
406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding
deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with
respect to any Plan or any Lien in favor of the PBGC, a Plan or Foreign Plan shall arise on
the assets of Holdings or its Subsidiaries any Commonly Controlled Entity, (iii) a
Reportable Event shall occur with respect to, or proceedings shall commence to have a
trustee appointed, or a trustee shall be appointed, to administer or to terminate, any
Single Employer Plan, which Reportable Event or commencement of proceedings or appointment
of a trustee is in the reasonable opinion of the U.S. Administrative Agent likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer
Plan shall terminate for purposes of Title IV of ERISA other than a standard termination
pursuant to Section 4041(b) of ERISA, (v) Holdings or its Subsidiaries or any Commonly
Controlled Entity shall, or in the reasonable opinion of the U.S. Administrative Agent is
reasonably likely to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, any Multiemployer Plan or Foreign Plan, or (vi) any other
event or condition shall occur or exist with respect to a Plan; and in each case in clauses
(i) through (vi) above, such event or condition, together with all other such events or
conditions, if any, could be reasonably expected to result in a Material Adverse Effect; or




     (h) one or more judgments or decrees shall be entered against Holdings or any of its
Subsidiaries involving in the aggregate at any time a liability (net of any insurance or
indemnity payments actually received in respect thereof prior to or within sixty (60) days
from the entry thereof, or to be received in respect thereof in the event any appeal thereof
shall be unsuccessful) of $50,000,000 or more, and all such judgments or decrees shall not
have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from
the entry thereof; or



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     (i) the Lien created by any of the Security Documents shall cease to be perfected and
enforceable in accordance with its terms or of the same effect as to perfection and priority
purported to be created thereby with respect to any significant portion of the Collateral
(other than in connection with any termination of such Lien in respect of any Collateral as
permitted hereby or by any Security Document), and such failure of such Lien to be perfected
and enforceable with such priority shall have continued unremedied for a period of twenty
(20) days; or




     (j) any Loan Document shall cease for any reason to be in full force and effect (other
than pursuant to the terms hereof or thereof) or any Loan Party shall so assert in writing;
or




     (k) a Change of Control shall have occurred;


then, and in any such event, (A) if such event is an Event of Default specified in clause
(i) or (ii) of paragraph (f) above with respect to any Borrower, automatically the Commitments, if
any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement (including the aggregate face amounts of Bankers’
Acceptance Loans and all amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required thereunder and whether or
not the Bankers’ Acceptance Loans have matured) shall immediately become due and payable and (B) if
such event is any other Event of Default (or in the case of clause (iii) below, any Event of
Default), any of the following actions may be taken: (i) with the consent of the Required Lenders,
the U.S. Administrative Agent may, or upon the request of the Required Lenders the U.S.
Administrative Agent shall, by notice to the Parent Borrower, declare the Commitments to be
terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; (ii) with the
consent of the Required Lenders, the U.S. Administrative Agent may, or upon the request of the
Required Lenders, the U.S. Administrative Agent shall, by notice to the Parent Borrower, declare
the Loans hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement (including the aggregate face amount of all Bankers’ Acceptance Loans and all amounts of
L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall
have presented the documents required thereunder and whether or not the Bankers’ Acceptance Loans
have matured) to be due and payable forthwith, whereupon the same shall immediately become due and
payable and (iii) the Collateral Agents may enforce all of the Liens and security interests created
by the respective Security Documents.




          In the case of all U.S. RCF Letters of Credit with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to this paragraph, the applicable
U.S. Borrower shall at such time deposit in a cash collateral account opened by the U.S.
Administrative Agent an amount in immediately available funds equal to the aggregate then undrawn
and unexpired amount of such U.S. RCF Letters of Credit (and each U.S. Borrower hereby grants to
the U.S. Collateral Agent, for the ratable benefit of the applicable Secured Parties, a continuing
security interest in all amounts at any time on deposit in such cash collateral account to secure
the undrawn and unexpired amount of such U.S. RCF Letters of Credit and all other obligations under
the Loan Documents of the US Borrowers). In the case of all Canadian RCF Letters of Credit with
respect to which presentment for honor shall not have occurred at the




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time of an acceleration pursuant to this paragraph, the applicable Canadian Borrower shall at
such time deposit in a cash collateral account opened by the applicable Agent an amount in
immediately available funds equal to the aggregate then undrawn and unexpired amount of such
Canadian RCF Letters of Credit (and the Canadian Borrowers hereby grant to the Canadian Collateral
Agent, for the ratable benefit of the applicable Secured Parties, a continuing security interest in
all amounts at any time on deposit in such cash collateral account to secure the undrawn and
unexpired amount of such Canadian RCF Letters of Credit and all other obligations of such Canadian
Borrowers under the Loan Documents). If at any time the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, determines that any funds held in any such cash collateral
account are subject to any right or claim of any Person other than the U.S. Collateral Agent or the
Canadian Collateral Agent, as applicable, and the applicable Secured Parties, or that the total
amount of such funds is less than the aggregate undrawn and unexpired amount of outstanding U.S.
RCF Letters of Credit or Canadian RCF Letters of Credit, as applicable, the applicable Borrowers,
shall, forthwith upon demand by the U.S. Administrative Agent or the Canadian Administrative Agent,
as applicable, pay to the U.S. Administrative Agent or the Canadian Administrative Agent, as
applicable, as additional funds to be deposited and held in such cash collateral account, an amount
equal to the excess of (a) such aggregate undrawn and unexpired amount over (b) the total amount of
funds, if any, then held in such cash collateral account that the U.S. Administrative Agent or the
Canadian Administrative Agent, as applicable, determines to be free and clear of any such right and
claim. Amounts held in any such cash collateral account with respect to U.S. RCF Letters of Credit
shall be applied by the U.S. Administrative Agent to the payment of drafts drawn under such U.S.
RCF Letters of Credit, and the unused portion thereof after all such U.S. RCF Letters of Credit
shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of
the Loan Parties hereunder and under the other Loan Documents. Amounts held in any such cash
collateral account with respect to Canadian RCF Letters of Credit shall be applied by the
applicable Agent to the payment of drafts drawn under such Canadian RCF Letters of Credit, and the
unused portion thereof after all such Canadian RCF Letters of Credit shall have expired or been
fully drawn upon, if any, shall be applied to repay other obligations of the Loan Parties hereunder
and under the other Loan Documents. After all such Letters of Credit shall have expired or been
fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations
of the Loan Parties hereunder and under the other Loan Documents shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the applicable Borrower (or
such other Person as may be lawfully entitled thereto). Notwithstanding anything to the contrary
in this Agreement or any other Loan Document, no Lender in its capacity as a Secured Party or as
beneficiary of any security granted pursuant to the Security Documents shall have any right to
exercise remedies in respect of such security without the prior written consent of the Required
Lenders.




          Except as expressly provided above in this subsection 9.1, presentment, demand, protest and
all other notices of any kind are hereby expressly waived.




          Section 10. The Agents And The Lead Arrangers.




          10.1 Appointment. (a) Each Lender hereby irrevocably designates and appoints the
Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each
such Lender irrevocably authorizes each agent, in such capacity, to take




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such action on its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated to or required of
such Agent by the terms of this Agreement and the other Loan Documents, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agents and the Lead Arrangers shall not have any duties or
responsibilities, except, in the case of each Administrative Agent, each Collateral Agent and the
Issuing Lender, those expressly set forth herein, or any fiduciary relationship with any Lender,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be
read into this Agreement or any other Loan Document or otherwise exist against any Agent or the
Lead Arrangers. Each of the Agents may perform any of their respective duties under this
Agreement, the other Loan Documents and any other instruments and agreements referred to herein or
therein by or through its respective officers, directors, agents, employees or affiliates (it being
understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing,
that the U.S. Administrative Agent, the U.S. Collateral Agent, the Canadian Administrative Agent
and the Canadian Collateral Agent may perform any of their respective duties under the Security
Documents by or through one or more of their respective affiliates).




          (b) For greater certainty, and without limiting the powers of the Agents or any other Person
acting as an agent, attorney-in-fact or mandatory for the Agents under this Agreement or under any
of the Loan Documents, each Lender (for itself and for all other Secured Parties that are
Affiliates of such Lender) and each Agent hereby (i) irrevocably appoints and constitutes (to the
extent necessary) and confirms the constitution of (to the extent necessary), the Canadian
Collateral Agent as the holder of an irrevocable power of attorney (in such capacity, the
“fondé de pouvoir”) within the meaning of Article 2692 of the Civil Code of Québec
for the purposes of entering and holding on their behalf, and for their benefit, any Liens,
including hypothecs (“Hypothecs”), granted or to be granted by any Loan Party on movable or
immovable property pursuant to the laws of the Province of Québec to secure obligations of any Loan
Party under any bond issued by any Loan Party and exercising such powers and duties which are
conferred upon the Canadian Collateral Agent in its capacity as fondé de pouvoir under any
of the Hypothecs; and (ii) appoints (and confirms the appointment of) and agrees that the Canadian
Administrative Agent, acting as agent for the applicable Secured Parties, may act as the custodian,
registered holder and mandatory (in such capacity, the “Custodian”) with respect to any
bond that may be issued and pledged from time to time for the benefit of the applicable Secured
Parties. Each applicable Secured Party shall be entitled to the benefits of any charged property
covered by any of the Hypothecs and will participate in the proceeds of realization of any such
charged property, the whole in accordance with the terms thereof.




          (c) The said constitution of the Canadian Collateral Agent as fondé de pouvoir (within
the meaning of Article 2692 of the Civil Code of Québec) and of the Canadian Administrative
Agent as Custodian with respect to any bond that may be issued and pledged by any Loan Party from
time to time for the benefit of the applicable Secured Parties shall be deemed to have been
ratified and confirmed by any Assignee by the execution of an Assignment and Acceptance.




          (d) Notwithstanding the provisions of Section 32 of An Act Respecting the Special
Powers of Legal Persons (Québec), each Administrative Agent and each Collateral Agent may
purchase, acquire and be the holder of any bond issued by any Loan Party. Each of




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the Loan Parties hereby acknowledges that any such bond shall constitute a title of
indebtedness, as such term is used in Article 2692 of the Civil Code of Québec.




          (e) The Canadian Collateral Agent herein appointed as fondé de pouvoir and Custodian
shall have the same rights, powers and immunities as the Agents as stipulated in this Section
10 of the Credit Agreement, which shall apply mutatis mutandis. Without limiting the effect of
the preceding provisions of this clause (e), the provisions of subsection 9.9 shall apply mutatis
mutandis to the resignation and appointment of a successor to the Canadian Collateral Agent acting
as fondé de pouvoir and Custodian.




          10.2 Delegation of Duties. In performing its functions and duties under this
Agreement, each Agent shall act solely as agent for the Lenders and, as applicable, the other
Secured Parties, and no Agent assumes any (and shall not be deemed to have assumed any) obligation
or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each Agent may
execute any of its duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact (including, without limitation, the Canadian Administrative Agent in the case of
the U.S. Administrative Agent and the U.S. Administrative Agent in the case of the Canadian
Administrative Agent, the Canadian Collateral Agent in the case of the U.S. Collateral Agent, the
U.S. Collateral Agent in the case of the Canadian Collateral Agent, the U.S. Collateral Agent in
the case of the U.S. Administrative Agent and the Canadian Collateral Agent in the case of the
Canadian Administrative Agent), and shall be entitled to advice of counsel concerning all matters
pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any
agents or attorneys-in-fact or counsel selected by it with reasonable care.




          10.3 Exculpatory Provisions. No Agent, Lead Arranger or any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any
action taken or omitted to be taken by such Person under or in connection with this Agreement or
any other Loan Document (except for the gross negligence or willful misconduct of such Person or
any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates (as determined
in a final non-appealable decision issued by a court of competent jurisdiction)) or (b) responsible
in any manner to any of the Lenders for (i) any recitals, statements, representations or warranties
made by any Credit Agreement Party or any other Loan Party or any officer thereof contained in this
Agreement or any other Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agents or any Lead Arranger under or in
connection with, this Agreement or any other Loan Document, (ii) for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Notes or any
other Loan Document, (iii) for any failure of any Credit Agreement Party or any other Loan Party to
perform its obligations hereunder or under any other Loan Document, (iv) the performance or
observance of any of the terms, provisions or conditions of this Agreement or any other Loan
Document, (v) the satisfaction of any of the conditions precedent set forth in Section 6,
or (vi) the existence or possible existence of any Default or Event of Default. Neither the Agents
nor any Lead Arranger shall be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or records of any Credit
Agreement Party or any other Loan Party. Each Lender agrees that, except for notices, reports and
other documents expressly required to be




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furnished to the Lenders by either Administrative Agent hereunder or given to the Agents for
the account of or with copies for the Lenders, the Agents and the Lead Arrangers shall not have any
duty or responsibility to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or creditworthiness
of Holdings, any Borrower or any other Loan Party which may come into the possession of the Agents
and the Lead Arrangers or any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates.




          10.4 Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully
protected (and shall have no liability to any Person) in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and statements of legal
counsel (including counsel to any Credit Agreement Party), independent accountants and other
experts selected by each Agent. The Agents may deem and treat the payee of any Note as the owner
thereof for all purposes unless such Note shall have been transferred in accordance with subsection
11.6 and all actions required by such Section in connection with such transfer shall have been
taken. Any request, authority or consent of any Person or entity who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall be conclusive and
binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such
Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as
between itself and the Lenders in failing or refusing to take any action under this Agreement or
any other Loan Document unless it shall first receive such advice or concurrence of the Required
Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection
11.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement and any Notes and the other Loan Documents in
accordance with a request of the Required Lenders and/or such other requisite percentage of the
Lenders as is required pursuant to subsection 11.1(a), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the
Loans.




          10.5 Notice of Default. No Agent shall be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the U.S. Administrative Agent has
received notice from a Lender or any Credit Agreement Party referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a “notice of default”. In the
event that the U.S. Administrative Agent receives such a notice, the U.S. Administrative Agent
shall give prompt notice thereof to the Lenders. The Agents shall take such action reasonably
promptly with respect to such Default or Event of Default as shall be directed by the Required
Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection
11.1(a); provided that unless and until the Agents shall have received such directions, the
Agents may (but shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in the best interests
of the Lenders.





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          10.6 Acknowledgements and Representations by Lenders.
Each Lender expressly acknowledges that none of the Agents or the Lead Arrangers nor any of
their officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by any Agent or any Lead Arranger hereafter
taken, including any review of the affairs of any Credit Agreement Party or any other Loan Party,
shall be deemed to constitute any representation or warranty by such Agent or such Lead Arranger to
any Lender. Each Lender represents to the Agents, the Lead Arrangers and each of the Loan Parties
that, independently and without reliance upon the any Agent, the Lead Arrangers or any other
Lender, and based on such documents and information as it has deemed appropriate, it has made and
will make, its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of Holdings and its Subsidiaries, it has made
its own decision to make its Loans hereunder and enter into this Agreement and it will make its own
decisions in taking or not taking any action under this Agreement and the other Loan Documents and,
except as expressly provided in this Agreement, neither the Agents nor any Lead Arranger shall have
any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the
holder of any Note with any credit or other information with respect thereto, whether coming into
its possession before the making of the Loans or at any time or times thereafter. Each Lender
represents to each other party hereto that it is a bank, savings and loan association or other
similar savings institution, insurance company, investment fund or company or other financial
institution which makes or acquires commercial loans in the ordinary course of its business, that
it is participating hereunder as a Lender for such commercial purposes, and that it has the
knowledge and experience to be and is capable of evaluating the merits and risks of being a Lender
hereunder. Each Lender acknowledges and agrees to comply with the provisions of subsection 11.6
applicable to the Lenders hereunder.



          10.7 Indemnification. (a) The Lenders agree to indemnify each Agent (or any Affiliate thereof) (to the extent
not reimbursed by any Borrower or any other Loan Party and without limiting the joint and several
obligations of the U.S. Borrower or the Canadian Borrowers, as the case may be, to do so), ratably
according to their respective “percentage” as used in determining the Required Lenders (determined
as if there were no Defaulting Lenders) in effect on the date on which indemnification is sought
under this subsection, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time (including at any time following
the payment of the Loans and/or all other amounts payable hereunder) be imposed on, incurred
by or asserted against such Agent (or any Affiliate thereof) in any way relating to or arising out
of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or
thereby or any action taken or omitted by any Agent (or any Affiliate thereof) under or in
connection with any of the foregoing; provided that no Lender shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent arising from such Agent’s gross
negligence or willful misconduct (as determined in a final non-appealable decision issued by a
court of competent jurisdiction). The obligations to indemnify the Issuing Lender and Swing Line
Lender shall be ratable among the RCF Lenders in accordance with their respective RCF Commitments
(or, if the RCF Commitments have been terminated, the outstanding principal amount of their
respective RCF Loans and L/C Obligations and their respective participating interests in the
outstanding Letters of Credit and shall be payable only by the RCF Lenders). The agreements in
this subsection shall survive the payment of the Loans and all other amounts payable hereunder.



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          (b) Any Agent shall be fully justified in failing or refusing to take any action hereunder and
under any other Loan Document (except actions expressly required to be taken by it hereunder or
under the Loan Documents) unless it shall first be indemnified to its satisfaction by the Lenders
pro rata against any and all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.



          (c) The agreements in this subsection 10.7 shall survive the payment of all Borrower
Obligations (as defined in the U.S. Guarantee and Collateral Agreement) and Guarantor Obligations.



          10.8 Agents and Lead Arrangers in Their
Individual Capacity. Each Agent, the Lead Arrangers and their Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with any Credit Agreement Party or any other Loan
Party as though such Agent and the Lead Arrangers were not an Agent or an Lead Arranger hereunder
and under the other Loan Documents. With respect to Loans made or renewed by them and any Note
issued to them and with respect to any Letter of Credit issued or participated in by them, each
Agent and the Lead Arrangers shall have the same rights and powers under this Agreement and the
other Loan Documents as any Lender and may exercise the same as though they were not an Agent or an
Lead Arranger, and the terms “Lender” and “Lenders” shall include the Agents and
the Lead Arrangers in their individual capacities.



          10.9 Collateral Matters . (a) Each Lender authorizes and directs the U.S. Collateral Agent to enter into the
Security Documents, the First Lien Intercreditor Agreement and the Intercreditor Agreement for the
benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder
of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree,
that, except as otherwise set forth herein, any action taken by the U.S. Collateral Agent or the
Required Lenders in accordance with the provisions of this Agreement, the Security Documents, the
First Lien Intercreditor Agreement or the Intercreditor Agreement,
and the exercise by the Agents or the Required Lenders of the powers set forth herein or
therein, together with such other powers as are reasonably incidental thereto, shall be authorized
and binding upon all of the Lenders. The U.S. Collateral Agent is hereby authorized on behalf of
all of the Lenders, without the necessity of any notice to or further consent from any Lender, from
time to time, to take any action with respect to any Collateral or Security Documents which may be
necessary to perfect and maintain perfected the security interest in and liens upon the Collateral
granted pursuant to the Security Documents.



          (b) The Lenders hereby authorize the applicable Administrative Agent and Collateral Agent, in
each case at its option and in its discretion, to release any Lien granted to or held by such Agent
upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of
the obligations under the Loan Documents at any time arising under or in respect of this Agreement
or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting
property being sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or
other disposition thereof in compliance with subsection 8.6, (iii) if approved, authorized or
ratified in writing by the Required Lenders (or such greater amount, to



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the extent required by
subsection 11.1) or (iv) as otherwise may be expressly provided in the relevant Security Documents.
Upon request by the U.S. Administrative Agent, the U.S. Collateral Agent, the Canadian
Administrative Agent or the Canadian Collateral Agent, at any time, the Lenders will confirm in
writing such Agent’s authority to release particular types or items of Collateral pursuant to this
subsection 10.9.



          (c) No Agent shall have any obligation whatsoever to the Lenders to assure that the Collateral
exists or is owned by Holdings or any of its Subsidiaries or is cared for, protected or insured or
that the Liens granted to any Agent herein or pursuant hereto have been properly or sufficiently or
lawfully created, perfected, protected or enforced or are entitled to any particular priority, or
to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure
or fidelity any of the rights, authorities and powers granted or available to the Agents in this
subsection 10.9 or in any of the Security Documents, it being understood and agreed that in respect
of the Collateral, or any act, omission or event related thereto, each Agent may act in any manner
it may deem appropriate, in its sole discretion, given such Agent’s own interest in the Collateral
as Lender and that no Agent shall have any duty or liability whatsoever to the Lenders, except for
its gross negligence or willful misconduct (as determined in a final non-appealable decision issued
by a court of competent jurisdiction).



          (d) The U.S. Collateral Agent may, and hereby does, appoint the U.S. Administrative Agent as
its agent for the purposes of holding any Collateral and/or perfecting the U.S. Collateral Agent’s
security interest therein and for the purpose of taking such other action with respect to the
collateral as such Agents may from time to time agree. The Canadian Collateral Agent may, and
hereby does, appoint the Canadian Administrative Agent as its agent for the purposes of holding any
Collateral and/or perfecting the Canadian Collateral Agent’s security interest therein and for the
purpose of taking such other action with respect to the collateral as such Agents may from time to
time agree.



          10.10 Successor Agent . (a) Each Administrative Agent may resign from the performance
of all its respective
functions and duties hereunder and/or under the other Loan Documents at any time by giving thirty
(30) days’ prior written notice to the Lenders and the Parent Borrower. Any such resignation by an
Administrative Agent hereunder shall also constitute its resignation as Collateral Agent, if
applicable. Such resignation shall take effect upon the appointment of a successor Administrative
Agent and Collateral Agent, if applicable, pursuant to clauses (b) and (c) below or as otherwise
provided below.



          (b) Upon any such notice of resignation by an Administrative Agent, the Required Lenders shall
appoint a successor Administrative Agent and Collateral Agent, if applicable, hereunder or
thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrowers,
which acceptance shall not be unreasonably withheld or delayed (provided that the
Borrowers’ approval shall not be required if an Event of Default then exists).



          (c) If a successor Administrative Agent and Collateral Agent, if applicable, shall not have
been so appointed within such thirty (30) day period, such Administrative Agent, with the consent
of the Borrowers (which consent shall not be unreasonably withheld or delayed, provided
that the Borrowers’ consent shall not be required if an Event of Default then exists), shall then
appoint a successor Administrative Agent and Collateral Agent, if applicable, who



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shall serve as
the U.S. Administrative Agent or Canadian Administrative Agent, as the case may be, and U.S.
Collateral Agent or Canadian Collateral Agent, if applicable, hereunder or thereunder until such
time, if any, as the Required Lenders appoint a successor U.S. Administrative Agent or Canadian
Administrative Agent, as the case may be, and U.S. Collateral Agent or Canadian Collateral Agent,
if applicable, as provided above.



          (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c)
above by the 15th day after the date such notice of resignation was given by any Administrative
Agent, such Administrative Agent’s resignation shall become effective and the Required Lenders
shall thereafter perform all the duties of the U.S. Administrative Agent or Canadian Administrative
Agent, as the case may be, hereunder and/or under any other Loan Document until such time, if any,
as the Required Lenders appoint a successor U.S. Administrative Agent or Canadian Administrative
Agent, as the case may be, as provided above.



          (e) Upon a resignation of any Administrative Agent pursuant to this subsection 10.10, such
Administrative Agent shall remain indemnified to the extent provided in this Agreement and the
other Loan Documents and the provisions of this Section 10 (and the analogous provisions of
the other Loan Documents) shall continue in effect for the benefit of such Administrative Agent for
all of its actions and inactions while serving as such Administrative Agent.



          10.11 Lead Arrangers and Syndication Agent.
Neither the Syndication Agent, nor any of the entities identified as joint bookrunners and
joint lead arrangers pursuant to the definition of Lead Arranger contained
herein, shall have any duties or responsibilities hereunder or under any other Loan Document
in its capacity as such.



          10.12 Swing Line Lender. The provisions of this Section 10
shall apply to the Swing Line Lender in its
capacity as such to the same extent that such provisions apply to the U.S. Administrative Agent.



          10.13 Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to
any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent
be required to be responsible for or pay any additional amount with respect to any such
withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim
that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender
because the appropriate form was not delivered or was not properly executed or because such Lender
failed to notify such Agent of a change in circumstances which rendered the exemption from or
reduction of withholding tax ineffective or for any other reason, such Lender shall indemnify such
Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise,
including any penalties or interest and together with any expenses incurred.



          Section 11. Miscellaneous.



          11.1 Amendments and Waivers. (a) Neither this Agreement nor
any other Loan Document, nor any terms hereof or thereof,
may be amended, supplemented, modified or waived except in accordance with the provisions of this
subsection 11.1. The Required Lenders



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may, or, with the written consent of the Required Lenders,
the applicable Administrative Agent and the Collateral Agent may, from time to time, (x) enter into
with the respective Loan Parties hereto or thereto, as the case may be, written amendments,
supplements or modifications hereto and to the other Loan Documents for the purpose of adding any
provisions to this Agreement or to the other Loan Documents or changing, in any manner the rights
or obligations of the Lenders or the Loan Parties hereunder or thereunder or (y) waive at any Loan
Party’s request, on such terms and conditions as the Required Lenders or the applicable
Administrative Agent or the Collateral Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement or the other Loan Documents or any Default or Event of
Default and its consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall:




     (i) reduce or forgive the amount or extend the scheduled date of maturity of any Loan
or any Reimbursement Obligation or of any scheduled installment thereof or reduce the stated
rate of any interest, commission or fee payable hereunder (other than as a result of (i) any
waiver of the applicability of any post-default increase in interest rates or (ii) an
amendment or modification to the financial definitions in this Agreement) or extend the
scheduled date of any payment thereof or increase the amount or extend the
expiration date of any Lender’s Commitment or change the currency in which any Loan or
Reimbursement Obligation is payable, in each case without the consent of each Lender
directly affected thereby (it being understood that waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the
aggregate Commitment of all Lenders shall not constitute an increase of the Commitment of
any Lender, and that an increase in the available portion of any Commitment of any Lender
shall not constitute an increase in the Commitment of such Lender);




     (ii) amend, modify or waive any provision of this subsection 11.1(a) or reduce the
percentage specified in the definition of Required Lenders or Supermajority Lenders, or
consent to the assignment or transfer by any Credit Agreement Party of any of its rights and
obligations under this Agreement or any of the other Loan Documents (other than pursuant to
subsection 8.5 or 11.6(a)), in each case without the written consent of all the Lenders;




     (iii) release any Guarantor under any Security Document, or, in the aggregate (in a
single transaction or a series of related transactions), all or substantially all of the
Collateral without the consent of all of the Lenders, except as expressly permitted hereby
or by any Security Document (as such documents are in effect on the date hereof or, if
later, the date of execution and delivery thereof in accordance with the terms hereof);




     (iv) require any Lender to make Loans having an Interest Period of longer than six (6)
months without the consent of such Lender;




     (v) amend, modify or waive any provision of Section 10 without the written
consent of the then Agents and of any Lead Arranger affected thereby;




     (vi) amend, modify or waive any provision of the Swing Line Note (if any) or subsection
2.4 without the written consent of the Swing Line Lender and each other



190









 







Lender, if any,
which holds, or is required to purchase, a participation in any Swing Line Loan pursuant to
subsection 2.4(d);




     (vii) amend, modify or waive (x) any provision of Section 3 without the consent
of each Issuing Lender or (y) the provisions of any Letter of Credit or any L/C Obligation
without the written consent of the Issuing Lender with respect thereto and each affected L/C
Participant;




     (viii) increase the advance rates set forth in the definition of Canadian Borrowing
Base or U.S. Borrowing Base, or make any change to the definition of “Borrowing
Base” (by adding additional categories or components thereof), “Eligible
Accounts”, “Eligible Rental Fleet”, “Eligible Inventory”, “Eligible
Unbilled Accounts” or “Net Orderly Liquidation Value” that would have the effect
of increasing the amount of the Canadian Borrowing Base or the U.S. Borrowing Base, reduce
the Dollar amount set forth in the definition of “Dominion Event” or “Liquidity
Event”, or increase the maximum amount of permitted Agent Advances under subsection
2.1(d) (which, when aggregated with all other Extensions of Credit made hereunder, shall
under no
circumstance exceed the aggregate RCF Commitments) in each case, without the written
consent of the Supermajority Lenders;




     (ix) amend, modify or waive the order of application of payments set forth in the last
sentence of subsection 4.4(a), 4.4(e), 4.8(a) or 4.16(e) hereof, in each case without the
consent of the Supermajority Lenders; or




     (x) amend, modify or waive the order of application of payments set forth in Section 4
of the Intercreditor Agreement without the consent of each Lender;


provided, further, that, notwithstanding and in addition to the foregoing, each
Collateral Agent may, in its discretion, release the Lien on Collateral valued in the aggregate not
in excess of $10,000,000 in any fiscal year without the consent of any Lender.




          (b) Any waiver and any amendment, supplement or modification pursuant to this subsection 11.1
shall apply to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the
Agents and all future holders of the Loans. In the case of any waiver, each of the Loan Parties,
the Lenders and the Agents shall be restored to their former position and rights hereunder and
under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or other Default or
Event of Default, or impair any right consequent thereon.



          (c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders, the U.S. Administrative
Agent and the Credit Agreement Parties (x) to add one or more additional credit facilities to this
Agreement and to permit the extensions of credit from time to time outstanding thereunder and the
accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and
the other Loan Documents with the existing Facilities and the accrued interest and fees in respect
thereof; provided that any Indebtedness owing pursuant to each such additional facility
shall be included in the Availability Reserves against the U.S.



191









 







Borrowing Base and/or the Canadian
Borrowing Base, as applicable, (y) to include, as appropriate, the Lenders holding such credit
facilities in any required vote or action of the Required Lenders or of the Lenders of each
Facility hereunder and (z) to provide class protection for any additional credit facilities in a
manner consistent with those provided the original Facilities pursuant to the provisions of
subsection 11.1(a) as originally in effect.



          (d) If, in connection with any proposed change, waiver, discharge or termination of or to any
of the provisions of this Agreement and/or any other Loan Document as contemplated by subsection
11.1(a), the consent of each Lender or each affected Lender, as applicable, is required and the
consent of the Required Lenders at such time is obtained but the consent of one or more of such
other Lenders whose consent is required is not obtained (each such other Lender, a
“Non-Consenting Lender”) then the Parent Borrower may, on ten (10) Business Days’ prior
written notice to the Administrative and the Non-Consenting Lender, replace such Non-Consenting
Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to
subsection 11.6 (with the assignment fee and any other costs and expenses to be paid by the Parent
Borrower in such instance) all of its rights and obligations under this Agreement to one or more
assignees; provided that neither the U.S. Administrative
Agent nor any Lender shall have any obligation to the Parent Borrower to find a replacement
Lender; provided, further, that the applicable assignee shall have agreed to the
applicable change, waiver, discharge or termination of this Agreement and/or the other Loan
Documents; and provided, further, that all obligations of the Borrowers owing to
the Non-Consenting Lender relating to the Loans and participations so assigned shall be paid in
full by the assignee Lender to such Non-Consenting Lender concurrently with such Assignment and
Acceptance. In connection with any such replacement under this subsection 11.1(d), if the
Non-Consenting Lender does not execute and deliver to the U.S. Administrative Agent a duly
completed Assignment and Acceptance and/or any other documentation necessary to reflect such
replacement within a period of time deemed reasonable by the U.S. Administrative Agent after the
later of (a) the date on which the replacement Lender executes and delivers such Assignment and
Acceptance and/or such other documentation and (b) the date as of which all obligations of the
Borrowers owing to the Non-Consenting Lender relating to the Loans and participations so assigned
shall be paid in full by the assignee Lender to such Non-Consenting Lender, then such
Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance
and/or such other documentation as of such date and the Parent Borrower shall be entitled (but not
obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on
behalf of such Non-Consenting Lender.



192









 





          11.2 Notices. (a) All notices, requests, and demands to or upon the respective parties hereto to be
effective shall be in writing (including telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or three (3) days
after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, or, in the case of delivery by a nationally recognized overnight courier, when received,
addressed as follows in the case of any Credit Agreement Party, the U.S. Administrative Agent, the
Canadian Administrative Agent, the U.S. Collateral Agent and the Canadian Collateral Agent, and as
set forth in Schedule A in the case of the other parties hereto, or to such other address
as may be hereafter notified by the respective parties hereto and any future holders of the Loans:



	 	 	 
	The Credit Agreement

	 	RSC Equipment Rental
	Parties/Canadian Finco:

	 	6929 East Greenway Parkway, Suite 200
	 

	 	Scottsdale, Arizona 85254
	 

	 	Attention: Kevin Loughlin, Vice President and Treasurer
	 

	 	Facsimile: (480) 647-2412
	 

	 	Telephone: (800) 222-7777
	 
	 	 
	with copies to:

	 	Ripplewood Holdings, L.L.C.
	 

	 	1 Rockefeller Plaza, 32nd Floor
	 

	 	New York, New York 10020
	 

	 	Attention: Christopher P. Minnetian, Esq.
	 

	 	Facsimile: (212) 218-2778
	 

	 	Telephone: (212) 582-6700
	 
	 	 
	 

	 	Oak Hill Capital Management, L.L.C.
	 

	 	65 East 55th Street, 36th Floor
	 

	 	New York, New York 10022
	 

	 	Attention: John R. Monsky, Esq.
	 

	 	Facsimile: (212) 758-3572
	 

	 	Telephone: (212) 326-1590
	 
	 	 
	 

	 	Debevoise & Plimpton LLP
	 

	 	919 Third Avenue
	 

	 	New York, New York 10022
	 

	 	Attention: David A. Brittenham, Esq.
	 

	 	Facsimile: (212) 909-6836
	 

	 	Telephone: (212) 909-6000






193









 






	 	 	 
	The U.S. Administrative Agent/

	 	Deutsche Bank AG, New York Branch
	the U.S. Collateral Agent:

	 	60 Wall Street
	 

	 	New York, New York 10005
	 

	 	Attention: Marguerite Sutton
	 

	 	Facsimile: (212) 797-4655
	 

	 	Telephone: (212) 250-6150
	 
	 	 
	The Canadian Administrative

	 	Deutsche Bank AG, Canada Branch
	Agent/

	 	199 Bay Street, Suite 4700
	Canadian Collateral Agent:

	 	Commerce Court West, Box 263
	 

	 	Toronto, Ontario M5L 1E9
	 

	 	Attention: Marcellus Leung
	 

	 	Assistant Vice President
	 

	 	Facsimile: (416) 682-8484
	 

	 	Telephone: (416) 682-8252





provided that any notice, request or demand to or upon the U.S. Administrative Agent or the
Lenders pursuant to subsection 2.2, 3.2, 4.2, 4.4 or 4.8 shall not be effective until received.




          (b) Without in any way limiting the obligation of any Loan Party and its Subsidiaries to
confirm in writing any telephonic notice permitted to be given hereunder, the U.S. Administrative
Agent, the Swing Line Lender (in the case of a Borrowing of Swing Line Loans) or any Issuing Lender
(in the case of the issuance of a Letter of Credit), as the case may be, may prior to receipt of
written confirmation act without liability upon the basis of such telephonic notice, believed by
the U.S. Administrative Agent, the Swing Line Lender or such Issuing Lender in good faith to be
from a Responsible Officer.



          11.3 No Waiver; Cumulative Remedies. No
failure to exercise and no delay in exercising, on the part of any Agent, any Lender or
any Loan Party, any right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.



          11.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in the other Loan Documents (or in
any amendment, modification or supplement hereto or thereto) and in any certificate delivered
pursuant hereto or such other Loan Documents shall survive the execution and delivery of this
Agreement and the making of the Loans hereunder.



          11.5 Payment of Expenses and Taxes. Each
Credit Agreement Party agrees (a) to pay or reimburse the Agents and the Lead
Arrangers for (1) all their reasonable out-of-pocket costs and expenses incurred in connection with
(i) the syndication of the Facilities and the development, preparation, execution and delivery of,
and any amendment, supplement or modification to, this Agreement and the other Loan Documents and
any other documents prepared in connection herewith or therewith, (ii) the consummation and
administration of the



194









 







transactions (including the syndication of the Commitments) contemplated
hereby and thereby and (iii) efforts to monitor the Loans and verify, protect, evaluate, assess,
appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral and (2) the
reasonable fees and disbursements of White & Case LLP and Stikeman Elliott LLP and such other
special or local counsel, consultants, advisors, appraisers and auditors whose retention (other
than during the continuance of an Event of Default) is approved by the Parent Borrower, (b)(i) to
pay or reimburse each Lender, the Lead Arrangers and the Agents for all their reasonable costs and
expenses incurred in connection with the enforcement or preservation of any rights under this
Agreement, the other Loan Documents and any other documents prepared in connection herewith or
therewith, including the fees and disbursements of counsel to the Agents and the Lenders and (ii)
to pay or reimburse each Issuing Lender and the Swing Line Lender for all their reasonable costs
and expenses incurred in connection with the Back-Stop Arrangements entered into by such Persons,
(c) to pay, indemnify, or reimburse each Lender, the Lead Arrangers and the Agents for, and hold
each Lender, the Lead Arrangers and the Agents harmless from, any and all recording and filing fees
and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise
and other similar taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to
pay, indemnify or reimburse each Lender, the Lead Arrangers, each Agent, their respective
affiliates, and their respective officers, directors, trustees, employees, shareholders, members,
attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for,
and hold each Indemnitee harmless from and against, any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any such other documents, including
any of the foregoing relating to the use of proceeds of the Loans or the violation of,
noncompliance with or liability under, any Environmental Law applicable to the operations of
Holdings or any of its Subsidiaries or any of the property of Holdings or any of its Subsidiaries,
including the presence
of Materials of Environmental Concern on, at, in or under such property or the migration of
Materials of Environmental Concern onto, through or from any such property (all the foregoing in
this clause (d), collectively, the “Indemnified Liabilities”), provided that no
Loan Party shall have any obligation hereunder to the U.S. Administrative Agent, any other Agent or
any Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful
misconduct of the U.S. Administrative Agent, any other Agent or any such Lender (or any of their
respective directors, trustees, officers, employees, agents, successors and assigns) (in each case,
as determined in a final non-appealable decision issued by a court of competent jurisdiction) or
(ii) claims made or legal proceedings commenced against the U.S. Administrative Agent, any other
Agent or any such Lender by any security holder or creditor thereof arising out of and based upon
rights afforded any such security holder or creditor solely in its capacity as such. No Indemnitee
shall be liable for any consequential or punitive damages in connection with the Facilities. All
amounts due under this subsection shall be payable not later than thirty (30) days after written
demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this
subsection shall be submitted to the address of the Parent Borrower set forth in subsection 11.2,
or to such other Person or address as may be hereafter designated by the Parent



195









 







Borrower in a
notice to the U.S. Administrative Agent. Notwithstanding the foregoing, except as provided in
clauses (b) and (c) above, no Loan Party shall have any obligation under this subsection 11.5 to
any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding
imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in
this subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.



          11.6 Successors and Assigns; Participations and Assignments.
(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of the applicable Issuing Lender that issues any Letter of Credit), except that (i) other
than in accordance with subsection 8.5, none of the Loan Parties may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by any Loan Party without such consent shall be null and void)
and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in
accordance with this subsection 11.6.



          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender other than
a Conduit Lender may assign to one or more assignees (each, an “Assignee”) all or a portion
of its rights and obligations under this Agreement (including its Commitment and/or Loans, pursuant
to an Assignment and Acceptance) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:




     (A) the Parent Borrower, provided that no consent of the Parent Borrower shall
be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if
an Event of Default under subsection 9(a) or (f) has occurred and is continuing, any other
Person; provided, further, that, unless an Event of Default under subsection
9(a) or (f) has occurred and is continuing, if any Lender assigns all or a portion of its
rights and obligations under this Agreement to one of its affiliates in connection with or
in contemplation of the sale or other disposition of its interest in such
affiliate, the Parent Borrower’s prior written consent shall be required for such
assignment; and




     (B) the U.S. Administrative Agent, provided that no consent of the U.S.
Administrative Agent shall be required for an assignment to a Lender, an affiliate of a
Lender an Approved Fund.




     (ii) Assignments shall be subject to the following additional conditions:




     (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s
Commitments or Loans under any Facility, the amount of the Commitments or Loans of the
assigning Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the U.S. Administrative
Agent) shall not be less than, in the case of RCF Loans, $5,000,000 unless the Parent
Borrower and the U.S. Administrative Agent otherwise consent, provided that (1) no
such consent of the Parent Borrower shall be required if an Event of Default under



196









 







subsection 9(a) or (f) has occurred and is continuing and (2) such amounts shall be
aggregated in respect of assignments by a Lender and its affiliates or Approved Funds, if
any;




     (B) the parties to each assignment shall execute and deliver to the U.S. Administrative
Agent an Assignment and Acceptance, together with a processing and recordation fee of
$3,500; provided that for concurrent assignments to two or more Approved Funds such
assignment fee shall only be required to be paid once in respect of and at the time of such
assignments;




     (C) the Assignee, if it shall not be a Lender, shall deliver to the U.S. Administrative
Agent an administrative questionnaire;




     (D) no assignments may be made to any entities identified by the Sponsors to the U.S.
Administrative Agent in a separate writing prior to the date hereof; and




     (E) except at any time when (i) an Event of Default exists under subsection 9(a) or (f)
or (ii) the outstanding Obligations have been accelerated in accordance with Section
9, any assignment made by a Canadian RCF Lender of its Canadian RCF Commitment shall
only be made to an assignee with a Non-Canadian Affiliate.



          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from
and after the effective date specified in each Assignment and Acceptance the Assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and
bound by any related obligations under) subsections 4.10, 4.11, 4.12, 4.13, 4.15 and 11.5). Any
assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection 11.6 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this subsection.



          (iv) The Borrowers hereby designate the U.S. Administrative Agent, and the U.S. Administrative
Agent agrees, to serve as the Borrowers’ agent, solely for purposes of this subsection 11.6, to
maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitments of, and interest and principal amount of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive absent manifest error, and the Borrowers, the U.S.
Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Parent Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.




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          (v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b)(ii)(B) of this subsection and any written consent to such assignment required by paragraph
(b)(i) of this subsection, the U.S. Administrative Agent shall accept such Assignment and
Acceptance, record the information contained therein in the Register and give prompt notice of such
assignment and recordation to the Parent Borrower. No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in this paragraph.



          (vi) On or prior to the effective date of any assignment pursuant to this subsection 11.6(b),
the assigning Lender shall surrender any outstanding Notes held by it all or a portion of which are
being assigned. Any Notes surrendered by the assigning Lender shall be returned by the U.S.
Administrative Agent to the Parent Borrower marked “cancelled”.



          Notwithstanding the foregoing, no Assignee, which as of the date of any assignment to it
pursuant to this subsection 11.6(b) would be entitled to receive any greater payment under
subsection 4.10, 4.11 or 11.5 than the assigning Lender would have been entitled to receive as of
such date under such subsections with respect to the rights assigned, shall be entitled to receive
such greater payments unless the assignment was made after an Event of Default under subsection
9(a) or (f) has occurred and is continuing or the Parent Borrower has expressly consented in
writing to waive the benefit of this provision at the time of such assignment.



          (c) (i) Any Lender other than a Conduit Lender may, in the ordinary course of its business and
in accordance with applicable law, without the consent of the Parent Borrower or the U.S.
Administrative Agent, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitments and the Loans owing to it);
provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations,
(C) such Lender shall remain the holder of any such Loan for all purposes under this Agreement and
the other Loan Documents and (D) the Credit Agreement Parties, each Agent, the Issuing Lender and
the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a
Lender sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of
this Agreement; provided that such agreement may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence
of subsection 11.1(a) and (2) directly affects such Participant. Subject to paragraph (c)(ii) of
this subsection, each Borrower agrees that each Participant shall be entitled to the benefits of
(and shall have the related obligations under) subsections 4.10, 4.11, 4.12, 4.13, 4.15 and 11.5 to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this subsection. To the extent permitted by law, each Participant also shall be
entitled to the benefits of subsection 11.7(b) as though it were a Lender, provided that
such Participant shall be subject to subsection 11.7(a) as though it were a Lender.



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          (ii) No Loan Party shall be obligated to make any greater payment under subsection 4.10, 4.11
or 11.5 than it would have been obligated to make in the absence of any participation, unless the
sale of such participation is made with the prior written consent of the Parent Borrower and the
Parent Borrower expressly waives the benefit of this provision at the time of such participation.
Any Participant that is not incorporated under the laws of the United States of America or a state
thereof shall not be entitled to the benefits of subsection 4.11 unless such Participant complies
with subsection 4.11(b) and provides the forms and certificates referenced therein to the Lender
that granted such participation.



          (d) Any Lender, without the consent of the Parent Borrower or the U.S. Administrative Agent,
may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this subsection shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute (by foreclosure
or otherwise) any such pledgee or assignee for such Lender as a party hereto.



          (e) No assignment or participation made or purported to be made to any Assignee or Participant
shall be effective without the prior written consent of the Parent Borrower if it would require the
Parent Borrower to make any filing with any Governmental Authority or qualify any Loan or Note
under the laws of any jurisdiction, and the Parent Borrower shall be entitled to request and
receive such information and assurances as it may reasonably request from any Lender or any
Assignee or Participant to determine whether any such filing or qualification is required or
whether any assignment or participation is otherwise in accordance with applicable law.



          (f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it
may have funded hereunder to its designating Lender without the consent of the
Parent Borrower or the U.S. Administrative Agent and without regard to the limitations set
forth in subsection 11.6(b). Each Borrower, each Lender and the U.S. Administrative Agent hereby
confirms that it will not institute against a Conduit Lender or join any other Person in
instituting against a Conduit Lender any domestic or foreign bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any state, federal or provincial bankruptcy
or similar law, for one year and one (1) day after the payment in full of the latest maturing
commercial paper note issued by such Conduit Lender; provided, however, that each
Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other
party hereto for any loss, cost, damage or expense arising out of its inability to institute such a
proceeding against such Conduit Lender during such period of forbearance. Each such indemnifying
Lender shall pay in full any claim received from the Parent Borrower pursuant to this subsection
11.6(f) within thirty (30) Business Days of receipt of a certificate from a Responsible Officer of
the Parent Borrower specifying in reasonable detail the cause and amount of the loss, cost, damage
or expense in respect of which the claim is being asserted, which certificate shall be conclusive
absent manifest error. Without limiting the indemnification obligations of any indemnifying Lender
pursuant to this subsection 11.6(f), in the event that the indemnifying Lender fails timely to
compensate the Parent Borrower for such claim, any Loans held by the relevant Conduit



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Lender shall,
if requested by the Parent Borrower, be assigned promptly to the Lender that administers the
Conduit Lender and the designation of such Conduit Lender shall be void.



          (g) If the Parent Borrower wishes to replace the Loans or Commitments under any Facility with
ones having different terms, it shall have the option, with the consent of the U.S. Administrative
Agent and subject to at least three (3) Business Days’ advance notice to the Lenders under such
Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced,
to (i) require the Lenders under such Facility to assign such Loans or Commitments to the U.S.
Administrative Agent or its designees and (ii) amend the terms thereof in accordance with
subsection 11.1. Pursuant to any such assignment, all Loans and Commitments to be replaced shall
be purchased at par (allocated among the Lenders under such Facility in the same manner as would be
required if such Loans were being optionally prepaid or such Commitments were being optionally
reduced or terminated by the Borrowers), accompanied by payment of any accrued interest and fees
thereon and any amounts owing pursuant to subsection 4.12. By receiving such purchase price, the
Lenders under such Facility shall automatically be deemed to have assigned the Loans or Commitments
under such Facility pursuant to the terms of the form of Assignment and Acceptance, and accordingly
no other action by such Lenders shall be required in connection therewith. The provisions of this
paragraph are intended to facilitate the maintenance of the perfection and priority of existing
security interests in the Collateral during any such replacement.



          11.7 Adjustments; Set-off; Calculations; Computations. (a) If
any Lender (a “Benefited Lender”) shall at any time receive any payment of
all or part of its Loans or the Reimbursement Obligations owing to it, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in subsection 9(f), or otherwise
(except pursuant to subsection 4.4, 4.13(d) or 11.6)), in a greater proportion than any such
payment to or collateral received by any other Lender, if any, in respect of such other Lender’s
Loans or the Reimbursement Obligations, as the case may be, owing to it, or interest thereon, such
Benefited
Lender shall purchase for cash from the other Lenders an interest (by participation,
assignment or otherwise) in such portion of each such other Lender’s Loans or the Reimbursement
Obligations, as the case may be, owing to it, or shall provide such other Lenders with the benefits
of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited
Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of
the other Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such recovery, but
without interest.



          (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall
have the right, without prior notice to any Borrower, any such notice being expressly waived by
each Borrower to the extent permitted by applicable law, upon the occurrence of an Event of Default
under subsection 9(a) to set-off and appropriate and apply against any amount then due and payable
under subsection 9(a) by such Borrower any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at
any time held or owing by such Lender or any Affiliate, branch or agency thereof to or for the
credit or the account of such Borrower. Each Lender



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agrees promptly to notify the Parent Borrower
and the U.S. Administrative Agent after any such set-off and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of such set-off
and application.



          11.8 Judgment Currency. (a) If, for the purpose of obtaining or enforcing judgment
against any Loan Party in any
court in any jurisdiction, it becomes necessary to convert into any other currency (such other
currency being hereinafter in this subsection 11.8 referred to as the “Judgment Currency”)
an amount due under any Loan Document in any currency (the “Obligation Currency”) other
than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the
Business Day immediately preceding the date of actual payment of the amount due, in the case of any
proceeding in the courts of the Province of Ontario or in the courts of any other jurisdiction that
will give effect to such conversion being made on such date, or the date on which the judgment is
given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date
as of which such conversion is made pursuant to this subsection 11.8 being hereinafter in this
subsection 11.8 referred to as the “Judgment Conversion Date”).



          (b) If, in the case of any proceeding in the court of any jurisdiction referred to in
subsection 11.8(a), there is a change in the rate of exchange prevailing between the Judgment
Conversion Date and the date of actual receipt for value of the amount due, the applicable Loan
Party shall pay such additional amount (if any, but in any event not a lesser amount) as may be
necessary to ensure that the amount actually received in the Judgment Currency, when converted at
the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation
Currency which could have been purchased with the amount of the Judgment Currency stipulated in the
judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any
amount due from any Loan Party under this subsection 11.8(b)
shall be due as a separate debt and shall not be affected by judgment being obtained for any
other amounts due under or in respect of any of the Loan Documents.



          (c) The term “rate of exchange” in this subsection 11.8 means the rate of exchange at which
the U.S. Administrative Agent, on the relevant date at or about 12:00 noon (New York time), would
be prepared to sell, in accordance with its normal course foreign currency exchange practices, the
Obligation Currency against the Judgment Currency.



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          11.9 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by telecopy or other electronic transmission (i.e.,
pdf)), and all of such counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties shall be delivered to
the Parent Borrower and each Administrative Agent.



          11.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



          11.11 Integration. This Agreement and the other Loan Documents represent the entire agreement of each of the
Loan Parties party hereto, the Agents and the Lenders with respect to the subject matter hereof,
and there are no promises, undertakings, representations or warranties by any of the Loan Parties
party hereto, any Agent or any Lender relative to the subject matter hereof not expressly set forth
or referred to herein or in the other Loan Documents.



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



          11.13 Submission To Jurisdiction; Waivers. (a) Each party hereto hereby irrevocably and unconditionally:




     (i) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States of America located in
the county of New York, and appellate courts from any thereof;




     (ii) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient forum and agrees not to plead or claim the same;




     (iii) agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, to the applicable Credit Agreement Party (or, in the case of any
Canadian Borrower, as specified in paragraph (b)), the applicable Lender or the U.S.
Administrative Agent, as the case may be, at the address specified in subsection 11.2 or at
such other address of which the U.S. Administrative Agent, any such Lender or any such
Borrower, as the case may be, shall have been notified pursuant thereto;



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     (iv) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or shall limit the right to sue in any other jurisdiction;
and




     (v) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this subsection any
consequential or punitive damages.



          (b) Each Canadian Borrower and Canadian Finco hereby agree to irrevocably and unconditionally
appoint an agent for service of process located in The City of New York (the “New York Process
Agent”), reasonably satisfactory to the U.S. Administrative Agent, as its agent to receive on
behalf of such Borrower and its property service of copies of the summons and complaint and any
other process which may be served in any action or proceeding in any such New York State or Federal
court described in paragraph (a) of this subsection and agrees promptly to appoint a successor New
York Process Agent in The City of New York (which successor New York Process Agent shall accept
such appointment in a writing reasonably satisfactory to the U.S. Administrative Agent) prior to
the termination for any reason of the appointment of the initial New York Process Agent. CT
Corporation System, a woltersKluwer Company, located at 111 Eighth Avenue, 13th Floor; New York, NY
10011; telephone: 212-894-8999; facsimile: 212-894-8790, has been appointed as the initial New York
Process Agent. In any action or proceeding in New York State or Federal court, service may be made
on a Canadian Borrower or Canadian Finco by delivering a copy of such process to such Borrower in
care of the New York Process Agent at the New York Process Agent’s address and by depositing a copy
of such process in the mails by certified or registered air mail, addressed to such Borrower at its
address specified in subsection 11.2 with (if applicable) a copy to the Parent Borrower (such
service to be effective upon such receipt by the New York Process Agent and the depositing of such
process in the mails as aforesaid). Each of the Canadian Borrowers and Canadian Finco hereby
irrevocably and unconditionally authorizes and directs the New York Process Agent to accept such
service on its behalf. As an alternate method of service, each of the Canadian Borrowers and
Canadian Finco irrevocably and unconditionally consents to the service of any and all process in
any such action or proceeding in such New York State or Federal court by mailing of copies of such
process to such Borrower by certified or registered air mail at its address specified in subsection
11.2. Each of the Canadian Borrowers and Canadian Finco
agrees that, to the fullest extent permitted by applicable law, a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.



          (c) To the extent that any Canadian Borrower or Canadian Finco has or hereafter may acquire
any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction
of any court or from set-off or any legal process (whether service or notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with
respect to itself or any of its property, such Canadian Borrower or Canadian Finco, as the case may
be, hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its
obligations under this Agreement and any Note.



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          11.14 Acknowledgments. Each Borrower hereby acknowledges that:




     (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;




     (b) no Agent nor any Lead Arranger or any Lender has any fiduciary relationship with or
duty to any Loan Party arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the U.S. Administrative Agent and
Lenders, on the one hand, and the Loan Parties, on the other hand, in connection herewith or
therewith is solely that of creditor and debtor; and




     (c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby and thereby among the Lenders or
among any of the Loan Parties and the Lenders.



          11.15 WAIVER OF JURY TRIAL. EACH CREDIT AGREEMENT PARTY, AGENT AND LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTES OR ANY
OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



          11.16 Confidentiality. Each Agent and each Lender agrees to keep confidential any information (a) provided to it
by or on behalf of Holdings, the Parent Borrower, or any of their respective Subsidiaries pursuant
to or in connection with the Loan Documents or (b) obtained by such Lender based on a review of the
books and records of Holdings, the Parent Borrower or any of their respective Subsidiaries;
provided that nothing herein shall prevent any Lender from disclosing any such information
(i) to any Agent, any Lead Arranger or any other Lender, (ii) to any Transferee, or prospective
Transferee or any creditor or any actual or prospective counterparty (or its advisors) to any swap
or derivative transaction relating to any Borrower and its obligations which agrees to comply with
the provisions of this subsection pursuant to a written instrument (or electronically recorded
customary agreement from any Person listed above
in this clause (ii), in respect to any electronic information (whether posted or otherwise
distributed on Intralinks or any other electronic distribution system)) for the benefit of the
Parent Borrower (it being understood that each relevant Lender shall be solely responsible for
obtaining such instrument (or such electronically recorded agreement)), (iii) to its affiliates and
the employees, officers, directors, trustees, agents, attorneys, accountants and other professional
advisors of it and its affiliates, provided that such Lender shall inform each such Person
of the agreement under this subsection 11.16 and take reasonable actions to cause compliance by any
such Person referred to in this clause (iii) with this agreement (including, where appropriate, to
cause any such Person to acknowledge its agreement to be bound by the agreement under this
subsection 11.16), (iv) upon the request or demand of any Governmental Authority having
jurisdiction over such Lender or its affiliates or to the extent required in response to any order
of any court or other Governmental Authority or as shall otherwise be required pursuant to any
Requirement of Law, provided that unless (i) such disclosure is pursuant to an examination
or review of the type described in clause (vii) below or (ii) the respective Lender is prohibited
by any Requirement of Law, such Lender shall notify the Parent Borrower of any disclosure pursuant
to this clause (iv) as far in advance as is reasonably practicable under such



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circumstances, (v)
which has been publicly disclosed other than in breach of this Agreement by the respective Agent or
Lender, (vi) in connection with the exercise of any remedy hereunder, under any Loan Document or
under any Interest Rate Protection Agreement, (vii) in connection with regulatory examinations and
reviews conducted by the National Association of Insurance Commissioners or any Governmental
Authority having jurisdiction over such Lender or its affiliates (to the extent applicable), (viii)
in connection with any litigation to which such Lender (or, with respect to any Interest Rate
Protection Agreement, any affiliate of any Lender party thereto) may be a party, subject to the
proviso in clause (iv), and (ix) if, prior to such information having been so provided or obtained,
such information was already in an Agent’s or a Lender’s possession on a non-confidential basis
without a duty of confidentiality to any Borrower being violated.




          11.17 USA Patriot Act Notice. Each Lender hereby notifies each Borrower that
pursuant to the requirements of the USA
Patriot Act (Title III of Pub.: 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”), it is required to obtain, verify, and record information that identifies such Borrower,
which information includes the name of such Borrower and other information that will allow such
Lender to identify such Borrower in accordance with the Patriot Act, and such Borrower agrees to
provide such information from time to time to any Lender.



          11.18 INTERCREDITOR AGREEMENT. EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND
AGREES THAT IT IS THE INTENTION OF
THE PARTIES HERETO THAT THE OBLIGATIONS ARE INTENDED TO CONSTITUTE A DISTINCT AND SEPARATE CLASS
FROM THE SECOND-LIEN OBLIGATIONS. EACH LENDER FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT
THE PROVISIONS SETTING FORTH THE PRIORITIES AS BETWEEN THE HOLDERS OF SECOND-LIEN OBLIGATIONS ON
THE ONE HAND, AND THE HOLDERS OF OBLIGATIONS
HEREUNDER, ON THE OTHER HAND, ARE SET FORTH IN THE INTERCREDITOR AGREEMENT.



          (a) EACH LENDER AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENTS AND THE ADMINISTRATIVE AGENTS
TO ENTER INTO THE SECURITY DOCUMENTS AND THE INTERCREDITOR AGREEMENT ON BEHALF OF THE LENDERS, AND
TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE
WITH THE TERMS OF THE SECURITY DOCUMENTS AND THE INTERCREDITOR AGREEMENT.



          (b) THE PROVISIONS OF THIS SUBSECTION 11.18 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT
PROVISIONS OF THE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT
ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER IS RESPONSIBLE FOR MAKING ITS
OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND
NEITHER THE ADMINISTRATIVE AGENT NOR THE COLLATERAL AGENT OR ANY OF ITS RESPECTIVE AFFILIATES MAKES
ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED
IN THE INTERCREDITOR AGREEMENT. EACH LENDER IS FURTHER AWARE THAT THE U.S. ADMINISTRATIVE AGENT
AND THE U.S. COLLATERAL AGENT ARE ALSO



205









 







ACTING IN AN AGENCY CAPACITY PURSUANT TO THE SECOND-LIEN
TERM LOAN CREDIT AGREEMENT, AND EACH LENDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION THERETO OR
CAUSE OF ACTION ARISING THEREFROM.



          11.19 Special Provisions Regarding Pledges of Capital Stock in, and Promissory Notes Owed
by, Persons Not Organized in the U.S. or Canada. (a) To the extent
any Security Document requires or provides for the pledge of promissory
notes issued by, or Capital Stock in, any Person organized under the laws of a jurisdiction outside
the United States or Canada, it is acknowledged that, as of the Closing Date, no actions have been
required to be taken to perfect, under local law of the jurisdiction of the Person who issued the
respective promissory notes or whose Capital Stock is pledged, under the Security Documents.



          (b) The Parent Borrower hereby agrees that, following any request by the U.S. Administrative
Agent or Required Lenders to do so, the Parent Borrower shall, and shall cause its Subsidiaries to,
take (to the extent they may lawfully do so) such actions (including the making of any filings and
the delivery of appropriate legal opinions) under the local law of any jurisdiction with respect to
which such actions have not already been taken as are reasonably determined by the U.S.
Administrative Agent or Required Lenders to be necessary or reasonably desirable in order to fully
perfect, preserve or protect the security interests granted pursuant to the various Security
Documents under the laws of such jurisdictions.



          11.20 Joint and Several Liability; Postponement of
Subrogation. (a) The obligations of the U.S. Borrowers hereunder and under the other Loan Documents
shall be joint and several and, as such, each U.S. Borrower shall be liable for all of the such
obligations of each other U.S. Borrower under this Agreement and the other Loan Documents. The
obligations of each of the Canadian Borrowers hereunder and under the other Loan Documents shall be
joint and several and, as such, each Canadian Borrower shall be liable for all of such obligations
of each other Canadian Borrower under this Agreement and the other Loan Documents. To the fullest
extent permitted by law the liability of each Borrower for the obligations under this Agreement and
the other Loan Documents of the other applicable Borrowers with whom it has joint and several
liability shall be absolute, unconditional and irrevocable, without regard to (i) the validity or
enforceability of this Agreement or any other Loan Document, any of the obligations hereunder or
thereunder or any other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by any applicable Secured Party, (ii) any defense,
set-off or counterclaim (other than a defense of payment or performance hereunder; provided
that no Borrower hereby waives any suit for breach of a contractual provision of any of the Loan
Documents) which may at any time be available to or be asserted by such other applicable Borrower
or any other Person against any Secured Party or (iii) any other circumstance whatsoever (with or
without notice to or knowledge of such other applicable Borrower or such Borrower) which
constitutes, or might be construed to constitute, an equitable or legal discharge of such other
applicable Borrower for the obligations hereunder or under any other Loan Document, or of such
Borrower under this Section, in bankruptcy or in any other instance.



          (b) Each Borrower agrees that it will not exercise any rights which it may acquire by way of
rights of subrogation under this Agreement, by any payments made hereunder or otherwise, until the
prior payment in full in cash of all of the obligations hereunder and under



206









 







any other Loan
Document, the termination or expiration of all Letters of Credit and the permanent termination of
all Commitments. Any amount paid to any Borrower on account of any such subrogation rights prior
to the payment in full in cash of all of the obligations hereunder and under any other Loan
Document, the termination or expiration of all Letters of Credit and the permanent termination of
all Commitments shall be held in trust for the benefit of the applicable Secured Parties and shall
immediately be paid to the U.S. Administrative Agent or the Canadian Administrative Agent, as
applicable, for the benefit of the applicable Secured Parties and credited and applied against the
obligations of the applicable Borrowers, whether matured or unmatured, in such order as the U.S.
Administrative Agent or the Canadian Administrative Agent, as applicable, shall elect. In
furtherance of the foregoing, for so long as any obligations of the Borrowers hereunder, any
Letters of Credit or any Commitments remain outstanding, each Borrower shall refrain from taking
any action or commencing any proceeding against any other Borrower (or any of its successors or
assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in
respect of payments made in respect of the obligations hereunder or under any other Loan Document
of such other Borrower to any Secured Party. Notwithstanding any other provision contained in this
Agreement or any other Loan Document, if a “secured creditor” (as that term is defined under the
Bankruptcy and Insolvency Act (Canada)) is determined by a court of competent jurisdiction not to
include a Person to whom obligations are owed on a joint or joint and several basis, then the
Borrowers’ Obligations
(and the obligations of their Subsidiaries), to the extent such obligations are secured, only
shall be several obligations and not joint or joint and several obligations.



          (c) The obligations of each U.S. Borrower with respect to the Obligations are independent of
the obligations of each other Borrower or any Guarantor under its guaranty of such Obligations, and
a separate action or actions may be brought and prosecuted against each Borrower, whether or not
any other U.S. Borrower or any such Guarantor is joined in any such action or actions. Each U.S.
Borrower waives, to the fullest extent permitted by law, the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof. Any payment by any U.S. Borrower or
other circumstance which operates to toll any statute of limitations as to any Borrower shall, to
the fullest extent permitted by law, operate to toll the statute of limitations as to each U.S.
Borrower.



          (d) Each of the U.S. Borrowers authorizes the U.S. Administrative Agent and the Lenders
without notice or demand (except as shall be required by applicable statute and cannot be waived),
and without affecting or impairing its liability hereunder, from time to time to:




     (i) exercise or refrain from exercising any rights against any other U.S. Borrower or
any Guarantor or others or otherwise act or refrain from acting;




     (ii) release or substitute any other U.S. Borrower, endorsers, Guarantors or other
obligors;




     (iii) settle or compromise any of the Obligations of any other U.S. Borrower or any
other Loan Party, any security therefor or any liability (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof, and may



207









 







subordinate the
payment of all or any part thereof to the payment of any liability (whether due or not) of
any Borrower to its creditors other than the Lenders;




     (iv) apply any sums paid by any other U.S. Borrower or any other Person, howsoever
realized or otherwise received to or for the account of such U.S. Borrower to any liability
or liabilities of such other U.S. Borrower or other Person regardless of what liability or
liabilities of such other U.S. Borrower or other Person remain unpaid; and/or




     (v) consent to or waive any breach of, or act, omission or default under, this
Agreement or any of the instruments or agreements referred to herein, or otherwise, by any
other U.S. Borrower or any other Person.



          (e) It is not necessary for the U.S. Administrative Agent or any other Lender to inquire into
the capacity or powers of any U.S. Borrower or any of its Subsidiaries or the officers, directors,
members, partners or agents acting or purporting to act on its behalf, and any Obligations made or
created in reliance upon the professed exercise of such powers shall constitute the joint and
several obligations of the U.S. Borrowers hereunder.



          (f) Each U.S. Borrower waives, to the fullest extent permitted by law, any right to require
the U.S. Administrative Agent or the other Lenders to (i) proceed against any other U.S. Borrower,
any Guarantor or any other party, (ii) proceed against or exhaust any
security held from any U.S. Borrower, any Guarantor or any other party or (iii) pursue any
other remedy in the U.S. Administrative Agent’s or the Lenders’ power whatsoever. Each U.S.
Borrower waives, to the fullest extent permitted by law, any defense based on or arising out of
suretyship or any impairment of security held from any U.S. Borrower, any Guarantor or any other
party or on or arising out of any defense of any other U.S. Borrower, any Guarantor or any other
party other than payment in full in cash of the Obligations, including, without limitation, any
defense based on or arising out of the disability of any other U.S. Borrower, any Guarantor or any
other party, or the unenforceability of the Obligations or any part thereof from any cause, or the
cessation from any cause of the liability of any other U.S. Borrower, in each case other than as a
result of the payment in full in cash of the Obligations.



208









 





          11.21 Reinstatement. This
Agreement shall remain in full force and effect and continue to be effective should
any petition or other proceeding be filed by or against any Loan Party for liquidation or
reorganization, should any Loan Party become insolvent or make an assignment for the benefit of any
creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be
appointed for all or any significant part of any Loan Party’s assets, and shall continue to be
effective or to be reinstated, as the case may be, if at any time payment and performance of the
obligations of the Borrowers under the Loan Documents, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the obligations, whether as a fraudulent preference, reviewable transaction or
otherwise, all as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the obligations of the
Borrowers hereunder shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.



          11.22 Language. The parties hereto confirm that it is their wish that this Agreement, as well as any other
documents relating to this Agreement, including notices, schedules and authorizations, have been
and shall be drawn up in the English language only. Les signataires conferment leur volonté
que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis,
annexe et autorisation, soient rédigés en anglais seulement.



          11.23 FIRST LIEN INTERCREDITOR
AGREEMENT. EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT IS THE INTENTION OF
THE PARTIES HERETO THAT THE OBLIGATIONS ARE INTENDED TO CONSTITUTE A DISTINCT AND SEPARATE CLASS
FROM THE FIRST LIEN LAST OUT OBLIGATIONS (AS DEFINED IN THE FIRST LIEN INTERCREDITOR AGREEMENT).
EACH LENDER FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE PROVISIONS SETTING FORTH THE
PRIORITIES AS BETWEEN THE HOLDERS OF FIRST LIEN LAST OUT OBLIGATIONS ON THE ONE HAND, AND THE
HOLDERS OF OBLIGATIONS HEREUNDER, ON THE OTHER HAND, ARE SET FORTH IN THE FIRST LIEN INTERCREDITOR
AGREEMENT.



          (a) EACH LENDER AUTHORIZES AND INSTRUCTS THE U.S. COLLATERAL AGENT TO ENTER INTO THE FIRST
LIEN INTERCREDITOR AGREEMENT ON BEHALF OF THE LENDERS, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL
DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF THE FIRST LIEN
INTERCREDITOR AGREEMENT.



          (b) THE PROVISIONS OF THIS SUBSECTION 11.23 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT
PROVISIONS OF THE FIRST LIEN INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE FIRST LIEN
INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER IS
RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE FIRST LIEN INTERCREDITOR AGREEMENT AND
THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR THE U.S. COLLATERAL
AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE



209









 







SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE FIRST LIEN INTERCREDITOR AGREEMENT.
EACH LENDER IS FURTHER AWARE THAT THE U.S. COLLATERAL AGENT MAY ALSO ACT IN AN AGENCY CAPACITY
PURSUANT TO EACH FIRST LIEN LAST OUT NOTE INDENTURE, AND EACH LENDER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION THERETO OR CAUSE OF ACTION ARISING THEREFROM.



          Section 12. Holdings Guaranty



          12.1 Guaranty



          (a) In order to induce the Administrative Agents, the Collateral Agents, the Issuing Lenders
and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the
other Guarantee Creditors to enter into Interest Rate Protection Agreements and Permitted Hedging
Arrangements and in recognition of the direct benefits to be received by Holdings from the proceeds
of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate
Protection Agreements and Permitted Hedging Arrangements, Holdings hereby agrees with the Guarantee
Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary
obligor and not merely as surety the full and prompt payment when due, whether upon maturity,
acceleration or otherwise, of any and all of the Guarantor Obligations of the Borrowers to the
Guaranteed Creditors. If any or all of the Guarantor Obligations of the Borrowers to the
Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably,
promises to pay such indebtedness to the applicable Administrative Agent and/or the other
applicable Guaranteed Creditors, on demand, together with any and all expenses which may be
incurred by the Administrative Agents and the other Guaranteed Creditors in collecting any of the
Guarantor Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any of the Guarantor
Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having jurisdiction over such payee
or any of its property or (ii) any settlement or compromise of any such claim effected by such
payee with any such claimant
(including any Borrower), then and in such event Holdings agrees that any such judgment,
decree, order, settlement or compromise shall, to the fullest extent permitted by law, be binding
upon Holdings, notwithstanding any revocation of the guarantee contained in this Section 12
or other instrument evidencing any liability of any Borrower, and Holdings shall, to the fullest
extent permitted by law, be and remain liable to the aforesaid payees hereunder for the amount so
repaid or recovered to the same extent as if such amount had never originally been received by any
such payee.



          (b) The guarantee contained in this Section 12 shall remain in full force and effect
until the first date on which all the Loans (including the face amount of all Bankers’ Acceptance
Loans), any Reimbursement Obligations and the obligations of Holdings under the guarantee contained
in this Section 12 then due and owing, in each case, shall have been satisfied by payment
in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have
been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the
applicable Issuing Lender) and the Commitment shall be terminated, notwithstanding that



210









 







from time
to time during the term of this Agreement any of the Borrowers may be free from any obligations
under the Loan Documents.



          12.2 Bankruptcy. Additionally, Holdings unconditionally and irrevocably guarantees the payment of any and all of
the Guarantor Obligations to the Guaranteed Creditors whether or not due or payable by any Borrower
upon the occurrence of any of the events specified in subsection 9(f), and irrevocably and
unconditionally promises to pay such indebtedness to the Guaranteed Creditors, on demand, in lawful
money of the United States, or Canada, as applicable.



          12.3 Nature of Liability. The liability of Holdings hereunder is primary, absolute and unconditional, exclusive and
independent of any security for or other guaranty of the Guarantor Obligations, whether executed by
any other guarantor or by any other party, and the liability of Holdings hereunder shall not, to
the fullest extent permitted by law, be affected or impaired by (a) any direction as to application
of payment by any Borrower or by any other party (other than a direction that results in the
payment in full of the Guarantor Obligations), or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the Guarantor
Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking (other
than payment of the Guarantor Obligations to the extent of such payment), or (d) any dissolution,
termination or increase, decrease or change in personnel by any Borrower, or (e) any payment made
to any Guaranteed Creditor on the Guarantor Obligations which any such Guaranteed Creditor repays
to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium
or other debtor relief proceeding, and Holdings waives, to the fullest extent permitted by law, any
right to the deferral or modification of its obligations hereunder by reason of any such
proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in subsection
12.5, or (g) any invalidity, irregularity or enforceability of all or any part of the Guarantor
Obligations or of any security therefor.



          12.4 Independent Obligation. The obligations
of Holdings hereunder are independent of the obligations of any other guarantor,
any other party or any Borrower, and a separate action or actions may be brought and prosecuted
against Holdings whether or not action is brought against any other guarantor, any other party or
any Borrower and whether or not any other guarantor, any other party or any Borrower be joined in
any such action or actions. Holdings waives, to the fullest extent permitted by law, the benefit
of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any
payment by any Borrower or other circumstance which operates to toll any statute of limitations as
to such Borrower shall operate to toll the statute of limitations as to Holdings.



          12.5 Amendments, etc. with respect to the Obligations. To the maximum
extent permitted by law, Holdings shall remain obligated hereunder
notwithstanding that, without any reservation of rights against Holdings and without notice to or
further assent by Holdings, any demand for payment of any of the Guarantor Obligations made by the
applicable Administrative Agent or any other Guaranteed Creditor may be rescinded by the such
Administrative Agent or such other Guaranteed Creditor and any of the Guarantor Obligations
continued, and the Guarantor Obligations, or the liability of any other Person upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset with respect thereto,
may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified,



211









 







accelerated, compromised, subordinated, waived, surrendered or released by the applicable
Administrative Agent or any other Guaranteed Creditor, and this Agreement and the other Loan
Documents and any other documents executed and delivered in connection therewith may be amended,
waived, modified, supplemented or terminated, in whole or in part, as the applicable Administrative
Agent (or the Required Lenders or the applicable Lender(s), as the case may be) may deem advisable
from time to time, and any collateral security, guarantee or right of offset at any time held by
the applicable Collateral Agent, Administrative Agent or any other Guaranteed Creditor for the
payment of any of the Guarantor Obligations may be sold, exchanged, waived, surrendered or
released. None of the applicable Collateral Agent, Administrative Agent and each other Guaranteed
Creditor shall have any obligation to protect, secure, perfect or insure any Lien at any time held
by it as security for any of the Guarantor Obligations or for the guarantee contained in this
Section 12 or any property subject thereto, except to the extent required by applicable
law.



          12.6 Reliance.
It is not necessary for any Guaranteed Creditor to inquire into the capacity or powers of
Holdings or any of its Subsidiaries or the officers, directors, partners or agents acting or
purporting to act on their behalf, and any Guarantor Obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder.



          12.7 No Subrogation. Notwithstanding any payment made by Holdings hereunder or any set-off or application of
funds of Holdings by either Administrative Agent or any other Guaranteed Creditor, Holdings shall
not be entitled to be subrogated to any of the rights of the
Administrative Agents or any other Guaranteed Creditor against any Borrower or any other
Guarantor or any collateral security or guarantee or right of offset held by the Administrative
Agents or any other Guaranteed Creditor for the payment of the Guarantor Obligations, nor shall
Holdings seek or be entitled to seek any contribution or reimbursement from any Borrower or any
other Guarantor in respect of payments made by Holdings hereunder, until all amounts owing to
either Administrative Agent and the other Guaranteed Creditors by the Borrowers on account of the
Guarantor Obligations are paid in full in cash, no Letter of Credit shall be outstanding (except
for Letters of Credit that have been cash collateralized or otherwise provided for in a manner
reasonably satisfactory to the applicable Issuing Lender) and the Commitments are terminated. If
any amount shall be paid to Holdings on account of such subrogation rights at any time when all of
the Guarantor Obligations shall not have been paid in full in cash or any Letter of Credit shall
remain outstanding (except for Letters of Credit that have provided for in a manner reasonably
satisfactory to the applicable Issuing Lender) or any of the Commitments shall remain in effect,
such amount shall be held by Holdings in trust for the applicable Administrative Agent and the
other Guaranteed Creditor, segregated from other funds of Holdings, and shall, forthwith upon
receipt by Holdings, be turned over to the applicable Administrative Agent in the exact form
received by Holdings (duly indorsed by Holdings to the applicable Administrative Agent if
required), to be held as collateral security for all of the Guarantor Obligations (whether matured
or unmatured) guaranteed by Holdings and/or then or at any time thereafter may be applied against
any Guarantor Obligations, whether matured or unmatured, in such order as the applicable
Administrative Agent may determine.



          12.8 Waiver. (a) Holdings waives, to the fullest extent permitted by law, any right to require any
Guaranteed Creditor to (i) proceed against any Borrower, any other guarantor or any other party,
(ii) proceed against or exhaust any security held from any Borrower, any



212









 







other guarantor or any
other party or (iii) pursue any other remedy in any Guaranteed Creditor’s power whatsoever.
Holdings waives, to the fullest extent permitted by law, any defense based on or arising out of any
defense of any Borrower, any other guarantor or any other party, other than payment of the
Guarantor Obligations to the extent of such payment, based on or arising out of the disability of
any Borrower, Holdings, any other guarantor or any other party, or the validity, legality or
unenforceability of the Guarantor Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of any Borrower other than payment of the Guarantor Obligations to
the extent of such payment. Subject to the other terms of this Agreement and the Loan Documents,
the Guaranteed Creditors may, at their election, foreclose on any security held by the
Administrative Agents, the Collateral Agent or any other Guaranteed Creditor by one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or
remedy the Guaranteed Creditors may have against any Borrower or any other party, or any security,
without affecting or impairing in any way the liability of Holdings hereunder except to the extent
the Guarantor Obligations have been paid. Holdings waives any defense arising out of any such
election by the Guaranteed Creditors, even though such election operates to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of Holdings against any Borrower
or any other party or any security.



          (b) Holdings waives, to the fullest extent permitted by law, all presentments, demands for
performance, protests and notices, including without limitation notices of nonperformance, notices
of protest, notices of dishonor, notices of acceptance of the guarantee contained in this
Section 12, and notices of the existence, creation or incurring of new or additional
Guarantor Obligations. Holdings assumes all responsibility for being and keeping itself informed
of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Guarantor Obligations and the nature, scope and extent of the risks which
Holdings assumes and incurs hereunder, and agrees that neither the applicable Administrative Agent
nor any of the other Guaranteed Creditors shall have any duty to advise Holdings of information
known to them regarding such circumstances or risks.



          12.9 Payments. All payments made by Holdings pursuant to this Section 12 shall be made in Dollars
and will be made without setoff, counterclaim or other defense, and shall be subject to the
provisions of subsections 4.8 and 4.11.



          12.10 Maximum Liability. It is the desire and intent of Holdings and the Guaranteed Creditors that the guarantee
contained in this Section 12 shall be enforced against Holdings to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in which enforcement is
sought. If, however, and to the extent that, the obligations of Holdings under the guarantee
contained in this Section 12 shall be adjudicated to be invalid or unenforceable for any
reason (including, without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers), then the amount of Holdings’ obligations under the guarantee
contained in this Section 12 shall be deemed to be reduced and Holdings shall pay the
maximum amount of the Guarantor Obligations which would be permissible under applicable law.




213











 








ANNEX B




COMMITMENTS AND ADDRESSES




Attached.




 









 







COMMITMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Extending RCF Commitments	 	 	Non-Extending RCF Commitments	 	 	 
	 	 	 	Extending	 	Extending US	 	 	 	 	 	 	 	Non-Extending	 	Non-Extending	 	 	Non-Extending	 	 	 
	 	 	 	Canadian RCF	 	RCF	 	 	Extending RCF	 	 	Canadian RCF	 	U.S. RCF	 	 	RCF	 	 	 
	PRIMARIES/ASSIGNEES	 	 	Commitments	 	Commitments	 	 	Commitments	 	 	Commitments	 	Commitments	 	 	Commitments	 	 	RCF Commitments
	Deutsche Bank AG New York Branch
	 	 	 	—	 	 	 	68,103,448.28	 	 	 	 	68,103,448.28	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	68,103,448.28	 
	Deutsche Bank AG Canada Branch
	 	 	 	1,896,551.72	 	 	 	—	 	 	 	 	1,896,551.72	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	1,896,551.72	 
	Allied Irish Bank, P.L.C.
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	17,346,241.50	 	 	 	 	17,346,241.50	 	 	 	 	17,346,241.50	 
	Bayerische Landesbank, New York Branch
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	12,849,067.78	 	 	 	 	12,849,067.78	 	 	 	 	12,849,067.78	 
	Bank of America, N.A.
	 	 	 	—	 	 	 	112,275,862.06	 	 	 	 	112,275,862.06	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	112,275,862.06	 
	Bank of America, N.A. Canada Branch
	 	 	 	9,103,448.28	 	 	 	—	 	 	 	 	9,103,448.28	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	9,103,448.28	 
	The Bank of Nova Scotia
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	19,273,601.67	 	 	 	 	19,273,601.67	 	 	 	 	19,273,601.67	 
	Bank West
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	3,212,266.94	 	 	 	 	3,212,266.94	 	 	 	 	3,212,266.94	 
	BMO Capital Markets Financing Inc.
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	25,698,135.56	 	 	 	 	25,698,135.56	 	 	 	 	25,698,135.56	 
	Burdale Financial Ltd.
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	22,485,868.62	 	 	 	 	22,485,868.62	 	 	 	 	22,485,868.62	 
	Capital One Leverage Finance Corporation
	 	 	 	—	 	 	 	18,965,517.24	 	 	 	 	18,965,517.24	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	18,965,517.24	 
	CF Blackburn LLC, by GMAC Commercial Finance LLC
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	38,547,203.34	 	 	 	 	38,547,203.34	 	 	 	 	38,547,203.34	 
	Citicorp North America Inc.
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	24,092,002.09	 	 	 	 	24,092,002.09	 	 	 	 	24,092,002.09	 
	Citibank, N.A. Canadian Branch
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	4,818,400.42	 	 	 	—	 	 	 	 	4,818,400.42	 	 	 	 	4,818,400.42	 
	Commerzbank, New York and Grand Cayman Branches
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	12,849,067.78	 	 	 	 	12,849,067.78	 	 	 	 	12,849,067.78	 
	DZ Bank AG, New York Branch
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	5,782,080.50	 	 	 	 	5,782,080.50	 	 	 	 	5,782,080.50	 
	E Trade Bank
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	12,849,067.78	 	 	 	 	12,849,067.78	 	 	 	 	12,849,067.78	 
	Fortis Bank SA/NV, New York Branch
	 	 	 	—	 	 	 	51,206,896.55	 	 	 	 	51,206,896.55	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	51,206,896.55	 
	Fortis Capital (Canada) Ltd.
	 	 	 	5,689,655.18	 	 	 	—	 	 	 	 	5,689,655.18	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	5,689,655.18	 
	GE Business Financial Services Inc.
	 	 	 	—	 	 	 	34,137,931.04	 	 	 	 	34,137,931.04	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	34,137,931.04	 
	General Electric Capital Corporation
	 	 	 	—	 	 	 	34,232,758.62	 	 	 	 	34,232,758.62	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	34,232,758.62	 
	GE Canada Finance Holding Company
	 	 	 	7,491,379.31	 	 	 	—	 	 	 	 	7,491,379.31	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	7,491,379.31	 
	GMAC Commercial Finance Corporation Canada
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	3,212,266.94	 	 	 	—	 	 	 	 	3,212,266.94	 	 	 	 	3,212,266.94	 
	HSBC Business Credit (USA) Inc.
	 	 	 	—	 	 	 	25,034,482.76	 	 	 	 	25,034,482.76	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	25,034,482.76	 
	JP Morgan Chase, N.A.
	 	 	 	—	 	 	 	61,196,144.82	 	 	 	 	61,196,144.82	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	61,196,144.82	 
	JP Morgan Chase Bank, N.A. Toronto Branch
	 	 	 	5,689,655.18	 	 	 	—	 	 	 	 	5,689,655.18	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	5,689,655.18	 
	Lloyds TSB Bank plc
	 	 	 	—	 	 	 	30,344,827.58	 	 	 	 	30,344,827.58	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	30,344,827.58	 
	Mizuho Corporate Bank Ltd.
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	17,988,694.90	 	 	 	 	17,988,694.90	 	 	 	 	17,988,694.90	 
	Morgan Stanley
	 	 	 	—	 	 	 	21,500,000.00	 	 	 	 	21,500,000.00	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	21,500,000.00	 
	National City Business Credit
	 	 	 	—	 	 	 	21,241,379.31	 	 	 	 	21,241,379.31	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	21,241,379.31	 
	PNC Bank, N.A.
	 	 	 	—	 	 	 	26,551,724.14	 	 	 	 	26,551,724.14	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	26,551,724.14	 
	RBS Business Capital (f/k/a Citizens Business Capital)
	 	 	 	—	 	 	 	32,000,000.00	 	 	 	 	32,000,000.00	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	32,000,000.00	 
	Regions Bank
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	16,061,334.73	 	 	 	 	16,061,334.73	 	 	 	 	16,061,334.73	 
	Royal Bank of Canada
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	3,212,266.94	 	 	 	6,424,533.89	 	 	 	 	9,636,800.83	 	 	 	 	9,636,800.83	 
	SunTrust Bank
	 	 	 	—	 	 	 	26,551,724.14	 	 	 	 	26,551,724.14	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	26,551,724.14	 
	Union Bank, N.A.
	 	 	 	—	 	 	 	25,000,000.00	 	 	 	 	25,000,000.00	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	25,000,000.00	 
	United Overseas Bank Ltd., New York Agency
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	17,988,694.90	 	 	 	 	17,988,694.90	 	 	 	 	17,988,694.90	 
	UPS Capital Corporation
	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	16,061,334.73	 	 	 	 	16,061,334.73	 	 	 	 	16,061,334.73	 
	Wachovia Capital Finance Corporation (Western)
	 	 	 	—	 	 	 	66,663,793.10	 	 	 	 	66,663,793.10	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	66,663,793.10	 
	Wachovia Capital Finance Corporation (Canada)
	 	 	 	5,405,172.42	 	 	 	—	 	 	 	 	5,405,172.42	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	5,405,172.42	 
	Wells Fargo Bank, N.A.
	 	 	 	—	 	 	 	120,620,689.66	 	 	 	 	120,620,689.66	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	120,620,689.66	 
	Wells Fargo Financial Corporation Canada
	 	 	 	8,344,827.58	 	 	 	—	 	 	 	 	8,344,827.58	 	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	 	8,344,827.58	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL CONTR. GROSS
	 	 	 	43,620,689.67	 	 	 	775,627,179.31	 	 	 	 	819,247,868.98	 	 	 	 	11,242,934.31	 	 	 	269,509,196.72	 	 	 	 	280,752,131.02	 	 	 	 	1,100,000,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



















 





ANNEX C




FORM OF RCF NOTE




Attached.




 









 






FORM OF RCF NOTE




			
	 	 	 
	[U.S.$][Cdn$]                    
	 	New York, New York
	 
	 	                     ___, 20___






     FOR VALUE RECEIVED, [RSC HOLDINGS III, LLC, a Delaware limited liability company] [RENTAL
SERVICE CORPORATION, an Arizona corporation] [RENTAL SERVICE CORPORATION OF CANADA LTD., a
corporation incorporated under the laws of the province of Alberta] (the “Borrower”),
hereby promises to pay to [___] or its registered assigns (the “Lender”), in lawful
money of the United States of America in immediately available funds, at the Payment Office (as
defined in the Agreement referred to below) initially located at [60 Wall Street, New York, NY
10005] [199 Bay Street, Suite 4700 Commerce Court West, Box 263, Toronto, Ontario M5L 1E9] on the
[Extending U.S.][Non-Extending U.S.][Extending Canadian][Non-Extending Canadian] RCF Maturity Date
(as defined in the Agreement) the principal sum of ___ [U.S.][CANADIAN] DOLLARS
([U.S.$][Cdn$]___) or, if less, the unpaid principal amount of all RCF Loans (as defined in
the Agreement) made by the Lender pursuant to the Agreement, payable at such times and in such
amounts as are specified in the Agreement.



     The Borrower also promises to pay interest on the unpaid principal amount of each RCF Loan
made by the Lender in like money at said office from the date hereof until paid at the rates and at
the times provided in subsection 4.1 of the Agreement.



     This note (the “Note”) is one of the RCF Notes referred to in the Credit Agreement,
dated as of November 27, 2006, among RSC HOLDINGS II, LLC, the Borrower, [RSC HOLDINGS III, LLC]
[RENTAL SERVICE CORPORATION,] [RENTAL SERVICE CORPORATION OF CANADA LTD.,], each other borrower
party thereto, the several banks and other financial institutions from time to time parties thereto
including the Lender, DEUTSCHE BANK AG, NEW YORK BRANCH, as U.S. administrative agent and U.S.
collateral agent, DEUTSCHE BANK AG, CANADA BRANCH, as Canadian administrative agent and Canadian
collateral agent, and CITICORP NORTH AMERICA, INC., as syndication agent, (as amended, restated,
modified and/or supplemented from time to time, the “Agreement”) and is entitled to the
benefits thereof and of the other Loan Documents (as defined in the Agreement). This Note is
secured by, and is entitled to the benefits of, the [U.S.]1 Security Documents (as
defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary
prepayment and mandatory repayment prior to the [Extending U.S.][Non-Extending U.S.][Extending
Canadian][Non-Extending Canadian] RCF Maturity Date, in whole or in part, and RCF Loans may be converted from one Type (as defined in the Agreement) into another Type
to the extent provided in the Agreement.



     In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and payable in the manner
and with the effect provided in the Agreement.





 




			
	1	 	To be inserted in all Extending U.S. RCF Notes and
Non-Extending U.S. RCF Notes.





 









 





Page 2




     The Borrower hereby waives to the extent permitted by law presentment, demand, protest or
notice of any kind in connection with this Note.



     THIS NOTE SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK.



	 	 	 	 	 	 	 
	 	 	[RSC HOLDINGS III, LLC]	 	 
	 	 	[RENTAL SERVICE CORPORATION]	 	 
	 	 	[RENTAL SERVICE CORPORATION OF CANADA LTD.]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







 












 





ANNEX D




FORM OF ADDITIONAL EXTENDING RCF COMMITMENT AGREEMENT




Attached.





 











 





FORM OF ADDITIONAL EXTENDING RCF COMMITMENT AGREEMENT




[Names(s) of Lenders(s)]




                                        ,                     




RSC Holdings II, LLC

RSC Holdings III, LLC

RSC Equipment Rental, Inc.

6929 East Greenway Parkway, Suite 200

Scottsdale, Arizona 85254




re Extending RCF Commitment




Ladies and Gentlemen:




     Reference is hereby made to the Credit Agreement, dated as of November 27, 2006, amended on
June 24, 2009 and amended and restated on July 30, 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. (“RSC Canada” and, together with the
Parent Borrower and RSC, the “Borrowers” and each, a “Borrower”), the lenders party
thereto (the “Lenders”), Deutsche Bank AG, New York Branch (“DBNY”), as U.S.
Administrative Agent, and Deutsche Bank AG, Canada Branch (“DBCB”), as Canadian
Administrative Agent (as further amended, amended and restated, modified or supplemented from time
to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used
herein shall have the respective meanings set forth in the Credit Agreement.



     Each Lender (each an “Extending RCF Lender”) party to this letter agreement (this
“Agreement”) hereby severally agrees to provide the Extending RCF Commitment(s) set forth
opposite its name on Annex I attached hereto (for each such Extending RCF Lender, its
“Extending RCF Commitments”) through conversions of existing Non-Extending RCF Commitments
to, or increases to or the provision of, new Extending RCF Commitments, all as contemplated in
subsection 2.6 of the Credit Agreement. Each Extending RCF Commitment provided pursuant to this
Agreement shall be subject to the terms and conditions set forth in the Credit Agreement, including
subsections 2.1 and 2.6 thereof.



     Each Extending RCF Lender party to this Agreement (i) confirms that it has received a copy of
the Credit Agreement and the other Loan Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Agreement and to become a Lender under the
Credit Agreement, (ii) agrees that it will, independently and



 









 





Page 2



without reliance upon the U.S. Administrative Agent, the Canadian Administrative Agent 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 Credit
Agreement, (iii) appoints and authorizes the [U.S. Administrative Agent][and][the Canadian
Administrative Agent] and the [U.S. Collateral Agent][and][the Canadian Collateral Agent] to take
such action as agent on its behalf and to exercise such powers under the Credit Agreement and the
other Loan Documents as are delegated to the [U.S. Administrative Agent][and][the Canadian
Administrative Agent] and the [U.S. Collateral Agent][and][the Canadian Collateral Agent], as the
case may be, by the terms thereof, together with such powers as are reasonably incidental thereto,
(iv) agrees that it will perform in accordance with their terms all of the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case
of each lending institution organized under the laws of a jurisdiction outside the United States,
attaches the forms prescribed by the Internal Revenue Service of the United States, certifying as
to its entitlement to a complete exemption from United States withholding taxes with respect to all
payments to be made under the Credit Agreement and the other Loan Documents. Upon the execution of
a counterpart of this Agreement by the [U.S. Administrative Agent][,][the Canadian Administrative
Agent] and the Borrowers, the delivery to the [U.S. Administrative Agent][and][the Canadian
Administrative Agent] of a fully executed copy (including by way of counterparts and by fax) hereof
and the payment of all fees as may be agreed to by any Extending RCF Lender party hereto and the
Borrowers in connection herewith, each Extending RCF Lender party hereto shall become (or remain) a
Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have
the rights and obligations of a Lender thereunder and under the other Loan Documents.




     You may accept this Agreement by signing the enclosed copies in the space provided below, and
returning one copy of same to us before the close of business on                                         ,                     . If you do not
so accept this Agreement by such time, your Extending RCF Commitments set forth in this Agreement
shall be deemed cancelled.



     After the execution and delivery to the [U.S. Administrative Agent][and][the Canadian
Administrative Agent] of a fully executed copy of this Agreement (including by way of counterparts
and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by
written instrument in accordance with the requirements for the modification of Loan Documents
pursuant to subsection 11.1 of the Credit Agreement.




 









 








     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.



	 	 	 	 	 
	 	Very truly yours,





[NAME OF LENDER]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Agreed and Accepted

this ___ day of ___, ___:





RSC HOLDINGS II, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RSC HOLDINGS III, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RSC EQUIPMENT RENTAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RSC EQUIPMENT RENTAL OF CANADA LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	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:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








ANNEX
I TO ANNEX D





	1.	 	Non-Extending U.S. RCF Commitment and Extending U.S. RCF Commitment Amounts:





	 	 	 	 	 	 	 	 	 
	 	 	Amount of Converting	 	 	Amount of new	 
	 	 	Non-Extending U.S. RCF	 	 	Extending U.S. RCF	 
	Name of Lender	 	Commitment (if any)	 	 	Commitment (if any)	 
	Total
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 






	2.	 	Non-Extending Canadian RCF Commitment and Extending Canadian RCF Commitment Amounts:





	 	 	 	 	 	 	 	 	 
	 	 	Amount of Converting	 	 	Amount of new	 
	 	 	Non-Extending Canadian RCF	 	 	Extending Canadian RCF	 
	Name of Lender	 	Commitment (if any)	 	 	Commitment (if any)	 
	Total