Exhibit 10.6**Form of Indemnification Agreement**     **INDEMNIFICATION AGREEMENT**, dated as of [ ], 2007, between RSC Holdings Inc., a Delawarecorporation (the “Company”), and [ ] (“Indemnitee”).     WHEREAS, qualified persons are reluctant to serve corporations as directors or otherwiseunless they are provided with broad indemnification and insurance against claims arising out oftheir service to and activities on behalf of the corporations; and     WHEREAS, the Company has determined that attracting and retaining such persons is in the bestinterests of the Company’s stockholders and that it is reasonable, prudent and necessary for theCompany to indemnify such persons to the fullest extent permitted by applicable law and to providereasonable assurance regarding insurance;     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:     1. Defined Terms; Construction.          (a) Defined Terms. As used in this Agreement, the following terms shall have thefollowing meanings:     “Affiliate” means, with respect to any Person, (i) any other Person directlyor indirectly Controlling, Controlled by or under common Control with, such Person (ii) anyPerson directly or indirectly owning or Controlling 10% or more of any class of outstanding votingsecurities of such Person or (iii) any officer, director, general partner or trustee of anysuch Person described in clause (i) or (ii). “Control” of any Person shall consist of thepower to direct the management and policies of such Person (whether through the ownership of votingsecurities, by contract, as trustee or executor, or otherwise).     “Change in Control” means, and shall be deemed to have occurred if, on or after thedate of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d)of the Securities Exchange Act of 1934, as amended), other than (A) a trustee or otherfiduciary holding securities under an employee benefit plan of the Company or any of itssubsidiaries acting in such capacity, or (B) the Investors, is or becomes the “beneficialowner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of theCompany representing more than 50% of the total voting power represented by the Company’s thenoutstanding Voting Securities, (ii) during any period of two consecutive years, individualswho at the beginning of such period constitute the board of directors of the Company and any newdirector whose election by the board of directors of the Company or nomination for
 

 
election by theCompany’s stockholders wasapproved by a vote of at least two thirds (2/3) of the directors then still in office whoeither were directors at the beginning of the period or whose election or nomination for electionwas previously so approved, cease for any reason to constitute a majority thereof, (iii)the consummation of any merger or consolidation of the Company with any other corporation otherthan a merger or consolidation that would result in the Voting Securities of the Companyoutstanding immediately prior thereto continuing to represent (either by remaining outstanding orby being converted into Voting Securities of the surviving entity) at least 50% of the total votingpower represented by the Voting Securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation, (iv) the complete liquidation of theCompany or the sale or disposition by the Company of (in one transaction or a series of relatedtransactions) all or substantially all of its assets, or (v) the Company shall file or havefiled against it, and such filing shall not be dismissed, any bankruptcy, insolvency or dissolutionproceedings, or a trustee, administrator or creditors committee shall be appointed to manage orsupervise the affairs of the Company.     “Corporate Status” means the status of a person who is or was a director (or a memberof any committee of a board of directors), officer, employee or agent (including without limitationa manager of a limited liability company) of the Company or any of its subsidiaries, or of anypredecessor thereof, or is or was serving at the request of the Company as a director (or a memberof any committee of a board of directors), officer, employee or agent (including without limitationa manager of a limited liability company) of another corporation, limited liability company,partnership, joint venture, trust or other enterprise, or of any predecessor thereof, includingservice with respect to an employee benefit plan.     “Determination” means a determination that either (x) there is a reasonablebasis for the conclusion that indemnification of Indemnitee is proper in the circumstances becauseIndemnitee met a particular standard of conduct (a “Favorable Determination”) or(y) there is no reasonable basis for the conclusion that indemnification of Indemnitee isproper in the circumstances because Indemnitee met a particular standard of conduct (an“Adverse Determination”). An Adverse Determination shall include the decision that aDetermination was required in connection with indemnification and the decision as to the applicablestandard of conduct.     “DGCL” means the General Corporation Law of the State of Delaware, as amended fromtime to time.     “Expenses” means all attorneys’ fees and expenses, retainers, court, arbitration andmediation costs, transcript costs, fees of experts, bonds, witness fees, costs of collecting andproducing documents, travel expenses, duplicating costs, printing and binding costs, telephonecharges, postage, delivery service fees and all other disbursements or expenses of the typescustomarily incurred in connection withprosecuting, defending, preparing to prosecute or defend, investigating, being or preparing tobe a witness in, appealing or otherwise participating in a Proceeding.
2

 
     “Independent Legal Counsel” means an attorney or firm of attorneys competent to renderan opinion under the applicable law, selected in accordance with the provisions of Section 5(e),who has not otherwise performed any services for the Company or any of its subsidiaries or forIndemnitee within the last three years (other than with respect to matters concerning the rights ofIndemnitee under this Agreement or of other Indemnitees under indemnity agreements similar to thisAgreement).     “Investors” means, collectively, (i) RSC Acquisition LLC, RSC Acquisition IILLC, OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC, (ii) any Affiliate ofany of the foregoing, including any investment fund or vehicle managed, sponsored or advised by anyof the foregoing and (iii) any successor in interest to any of the foregoing.     “Person” means an individual, corporation, limited liability company, limited orgeneral partnership, trust or other entity, including a governmental or political subdivision or anagency or instrumentality thereof.     “Proceeding” means a threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative, including without limitation a claim,demand, discovery request, formal or informal investigation, inquiry, administrative hearing,arbitration or other form of alternative dispute resolution, including an appeal from any of theforegoing.     “Voting Securities” means any securities of the Company that vote generally in theelection of directors.          (b) Construction. For purposes of this Agreement,          (i) References to the Company and any of its “subsidiaries” shall include anycorporation, limited liability company, partnership, joint venture, trust or other entityor enterprise that before or after the date of this Agreement is party to a merger orconsolidation with the Company or any such subsidiary or that is a successor to the Companyas contemplated by Section 8(d) (whether or not such successor has executed and deliveredthe written agreement contemplated by Section 8(d)).          (ii) References to “fines” shall include any excise taxes assessed on Indemnitee withrespect to an employee benefit plan.          (iii) References to a “witness” in connection with a Proceeding shall include anyinterviewee or person called upon to produce documents in connection with such Proceeding.
3

 
     2. Agreement to Serve.     Indemnitee agrees to serve as a director of the Company or one or more of its subsidiaries andin such other capacities as Indemnitee may serve at the request of the Company from time to time,and by its execution of this Agreement the Company confirms its request that Indemnitee serve as adirector and in such other capacities. Indemnitee shall be entitled to resign or otherwiseterminate such service with immediate effect at any time, and neither such resignation ortermination nor the length of such service shall affect Indemnitee’s rights under this Agreement.This Agreement shall not constitute an employment agreement, supersede any employment agreement towhich Indemnitee is a party or create any right of Indemnitee to continued employment orappointment.     3. Indemnification.          (a) General Indemnification. The Company shall indemnify Indemnitee, to the fullestextent permitted by applicable law in effect on the date hereof or as amended to increase the scopeof permitted indemnification, against Expenses, losses, liabilities, judgments, fines, penaltiesand amounts paid in settlement (including all interest, assessments and other charges in connectiontherewith) incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding inany way connected with, resulting from or relating to Indemnitee’s Corporate Status.          (b) Additional Indemnification Regarding Expenses. Without limiting the foregoing, inthe event any Proceeding is initiated by Indemnitee or the Company or any of its subsidiaries toenforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancementof Expenses (or related obligations of Indemnitee) under the Company’s or any such subsidiary’scertificate of incorporation or bylaws, any other agreement to which Indemnitee and the Company orany of its subsidiaries are party, any vote of stockholders or directors of the Company or any ofits subsidiaries, the DGCL, any other applicable law or any liability insurance policy, the Companyshall indemnify Indemnitee against all Expenses incurred by Indemnitee or on Indemnitee’s behalf inconnection with such Proceeding, whether or not Indemnitee is successful in such Proceeding, exceptto the extent that the court presiding over such Proceeding determines that material assertionsmade by Indemnitee in such Proceeding were in bad faith or were frivolous.          (c) Partial Indemnification. If Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for a portion of any Expenses, losses, liabilities,judgments, fines, penalties and amounts paid in settlementincurred by Indemnitee, but not for the total amount thereof, the Company shall neverthelessindemnify Indemnitee for such portion.
4

 
          (d) Nonexclusivity. The indemnification provided by this Agreement shall not bedeemed exclusive of any rights to which Indemnitee may be entitled under the Company’s certificateof incorporation or bylaws, any agreement, any vote of stockholders or directors, the DGCL, anyother applicable law or any liability insurance policy.          (e) Exceptions. Any other provision herein to the contrary notwithstanding, theCompany shall not be obligated under the Agreement to indemnify Indemnitee:          (i) For Expenses incurred in connection with Proceedings initiated or broughtvoluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except(x) as contemplated by Section 3(b), (y) in specific cases if the board ofdirectors of the Company has approved the initiation or bringing of such Proceeding, and(z) as may be required by law.          (ii) For any profits arising from the purchase and sale by the Indemnitee ofsecurities within the meaning of Section 16(b) of the Securities Exchange Act of 1934, asamended, or any similar successor statute that the Company is entitled thereunder torecover from Indemnitee.          (f) Subrogation. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, whoshall execute such documents and do such acts as the Company may reasonably request to secure suchrights and to enable the Company effectively to bring suit to enforce such rights.     4. Advancement of Expenses.     The Company shall pay all Expenses incurred by Indemnitee in connection with any Proceeding inany way connected with, resulting from or relating to Indemnitee’s Corporate Status, other than aProceeding initiated by Indemnitee for which the Company would not be obligated to indemnifyIndemnitee pursuant to Section 3(e)(i), in advance of the final disposition of such Proceeding andwithout regard to whether Indemnitee will ultimately be entitled to be indemnified for suchExpenses and without regard to whether an Adverse Determination has been made, except ascontemplated by the last sentence of Section 5(f). Indemnitee shall repay such amounts advanced ifand to the extent that it shall ultimately be determined in a decision by a court of competentjurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified bythe Company for such Expenses. Such repayment obligation shall be unsecured and shall not bearinterest.
5

 
     5. Indemnification Procedure.          (a) Notice of Proceeding; Cooperation. Indemnitee shall give the Company notice inwriting as soon as practicable of any Proceeding for which indemnification will or could be soughtunder this Agreement, provided that any failure or delay in giving such notice shall notrelieve the Company of its obligations under this Agreement unless and to the extent that(i) none of the Company and its subsidiaries are party to or aware of such Proceeding and(ii) the Company is materially prejudiced by such failure.          (b) Settlement. The Company will not, without the prior written consent ofIndemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect anysettlement of any Proceeding against Indemnitee or which could have been brought against Indemniteeunless such settlement solely involves the payment of money by persons other than Indemnitee andincludes an unconditional release of Indemnitee from all liability on any matters that are thesubject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing inconnection with such matters. The Company shall not be obligated to indemnify Indemnitee againstamounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected byIndemnitee without the Company’s prior written consent, which shall not be unreasonably withheld.          (c) Request for Payment; Timing of Payment. To obtain indemnification payments oradvances under this Agreement, Indemnitee shall submit to the Company a written request therefor,together with such invoices or other supporting information as may be reasonably requested by theCompany and reasonably available to Indemnitee. The Company shall make indemnification payments toIndemnitee no later than 30 days, and advances to Indemnitee no later than five business days,after receipt of the written request of Indemnitee.          (d) Determination. The Company intends that Indemnitee shall be indemnified to thefullest extent permitted by law as provided in Section 3 and that no Determination shall berequired in connection with such indemnification. In no event shall a Determination be required inconnection with advancement of Expenses pursuant to Section 4 or in connection with indemnificationfor Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereofwith respect to which Indemnitee has been successful on the merits or otherwise. Any decision thata Determination is required by law in connection with any other indemnification of Indemnitee, andany such Determination, shall be made within 30 days after receipt of Indemnitee’s written requestfor indemnification, as follows:          (i) If no Change in Control has occurred, (w) by a majority vote of thedirectors of the Company who are not parties to such Proceeding, even though less than aquorum, with the advice of Independent Legal Counsel, or (x)
6

 
by a committee of such directors designated by majority vote of such directors, eventhough less than a quorum, with the advice of Independent Legal Counsel, or (y) ifthere are no such directors, or if such directors so direct, by Independent Legal Counselin a written opinion to the Company and Indemnitee, or (z) by the stockholders ofthe Company.          (ii) If a Change in Control has occurred, by Independent Legal Counsel in a writtenopinion to the Company and Indemnitee.The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.          (e) Independent Legal Counsel. If there has not been a Change in Control, IndependentLegal Counsel shall be selected by the board of directors of the Company and approved by Indemnitee(which approval shall not be unreasonably withheld or delayed). If there has been a Change inControl, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company(which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees andexpenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and allexpenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating toits engagement.          (f) Consequences of Determination; Remedies of Indemnitee. The Company shall be boundby and shall have no right to challenge a Favorable Determination. If an Adverse Determination ismade, or if for any other reason the Company does not make timely indemnification payments oradvances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court ofcompetent jurisdiction to challenge such Adverse Determination and/or to require the Company tomake such payments or advances. Indemnitee shall be entitled to be indemnified for all Expensesincurred in connection with such a Proceeding in accordance with Section 3(b) and to have suchExpenses advanced by the Company in accordance with Section 4. If Indemnitee fails to challenge anAdverse Determination, or if Indemnitee challenges an Adverse Determination and such AdverseDetermination has been upheld (including, if applicable, by reason of such challenge having beenuntimely) by a final judgment of a court of competent jurisdiction from which no appeal can betaken, then, to the extent and only to the extent required by such Adverse Determination or finaljudgment, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee underthis Agreement.          (g) Presumptions; Burden and Standard of Proof. In connection with any Determination,or any review of any Determination, by any person, including a court:          (i) It shall be a presumption that a Determination is not required.
7

 
          (ii) It shall be a presumption that Indemnitee has met the applicable standard ofconduct and that indemnification of Indemnitee is proper in the circumstances.          (iii) The burden of proof shall be on the Company to overcome the presumptions setforth in the preceding clauses (i) and (ii), and each such presumption shall be overcomeonly if the Company establishes that there is no reasonable basis to support it.          (iv) The termination of any Proceeding by judgment, order, finding, settlement(whether with or without court approval) or conviction, or upon a plea of *nolo contendere*,or its equivalent, shall not create a presumption that indemnification is not proper orthat Indemnitee did not meet the applicable standard of conduct or that a court hasdetermined that indemnification is not permitted by this Agreement or otherwise.          (v) Neither the failure of any person or persons to have made a Determination nor anAdverse Determination by any person or persons shall be a defense to Indemnitee’s claim orcreate a presumption that Indemnitee did not meet the applicable standard of conduct, andany Proceeding commenced by Indemnitee pursuant to Section 5(f) shall be *de novo*withrespect to all determinations of fact and law.     6. Directors and Officers Liability Insurance.          (a) Maintenance of Insurance. For the duration of Indemnitee’s service as a directorand/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to anypending or possible Proceeding indemnifiable hereunder, the Company shall use commerciallyreasonable efforts (taking into account the scope and amount of coverage available relative to thecost thereof) to cause to be maintained in effect policies of directors’ and officers’ liabilityinsurance providing coverage for Indemnitee of the Company that is at least substantiallycomparable in scope and amount to that provided by the Company’s current policies of directors’ andofficers’ liability insurance. Upon request, the Company shall provide Indemnitee with a copy ofall directors’ and officers’ liability insurance applications, binders, policies, declarations,endorsements and other related materials, and will notify Indemnitee of any material changes thathave been made to such documents. In all policies of directors’ and officers’ liability insuranceobtained by the Company, Indemnitee shall be named as an insured in such a manner as to provideIndemnitee the same rights and benefits, subject to the same limitations, as are accorded to thedirectors and officers of the Company most favorably insured by such policy.          (b) Notice to Insurers. Upon receipt of notice of a Proceeding pursuant to Section5(a), the Company shall give or cause to be given prompt notice of
8

 
such Proceeding to all insurers providing liability insurance in accordance with theprocedures set forth in all applicable or potentially applicable policies. The Company shallthereafter take all necessary action to cause such insurers to pay all amounts payable inaccordance with the terms of such policies.     7. Exculpation, etc.          (a) Limitation of Liability. Indemnitee shall not be personally liable to the Companyor any of its subsidiaries or to the stockholders of the Company or any such subsidiary formonetary damages for breach of fiduciary duty as a director of the Company or any such subsidiary;provided, however, that the foregoing shall not eliminate or limit the liability ofthe Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the Company orsuch subsidiary or the stockholders thereof; (ii) for acts or omissions not in good faithor which involve intentional misconduct or a knowing violation of the law; (iii) underSection 174 of the DGCL or any similar provision of other applicable corporations law; or(iv) for any transaction from which the Indemnitee derived an improper personal benefit.If the DGCL or such other applicable law shall be amended to permit further elimination orlimitation of the personal liability of directors or officers, then the liability of the Indemniteeshall, automatically, without any further action, be eliminated or limited to the fullest extentpermitted by the DGCL or such other applicable law as so amended.          (b) Period of Limitations. No legal action shall be brought and no cause of actionshall be asserted by or in the right of the Company or any of its subsidiaries against Indemniteeor Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives,administrators or assigns after the expiration of two years from the date of accrual of such causeof action, and any claim or cause of action of the Company shall be extinguished and deemedreleased unless asserted by the timely filing of a legal action within such two-year period,provided that if any shorter period of limitations is otherwise applicable to any suchcause of action, such shorter period shall govern.     8. Miscellaneous.          (a) Severability. If any provision or provisions of this Agreement shall be held tobe invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legalityand enforceability of the remaining provisions of this Agreement (including without limitation,each portion of any section of this Agreement containing any such provision held to be invalid,illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in anyway be affected or impaired thereby and shall remain enforceable to the fullest extent permitted bylaw; (ii) such provision or provisions shall be deemed reformed to the extent necessary toconform to applicable law and to give the maximum effect to the intent of the parties hereto; and(iii) to the fullest extent possible, the provisions of this Agreement (including, withoutlimitation, each
9

 
           portion of any section of this Agreement containing any such provision held to be invalid,illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construedso as to give effect to the intent manifested thereby.          (b) Notices. All notices, requests, demands and other communications under thisAgreement shall be in writing and shall be deemed duly given (i) on the date of delivery ifdelivered personally, or by facsimile or electronic mail, upon confirmation of receipt,(ii) on the first business day following the date of dispatch if delivered by a recognizednext-day courier service or (iii) on the third business day following the date of mailingif delivered by domestic registered or certified mail, properly addressed, or on the fifth businessday following the date of mailing if sent by airmail from a country outside of North America, toIndemnitee as shown on the signature page of this Agreement, to the Company at the address shown onthe signature page of this Agreement, or in either case as subsequently modified by written notice.          (c) Amendment and Termination. No amendment, modification, termination orcancellation of this Agreement shall be effective unless it is in writing signed by all the partieshereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute awaiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute acontinuing waiver.          (d) Successors and Assigns. This Agreement shall be binding upon the Company and itsrespective successors and assigns, including without limitation any acquiror of all orsubstantially all of the Company’s assets or business and any survivor of any merger orconsolidation to which the Company is party, and shall inure to the benefit of the Indemnitee andthe Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives,administrators and assigns. The Company shall require and cause any such successor, by writtenagreement in form and substance satisfactory to Indemnitee, expressly to assume and agree toperform this Agreement as if it were named as the Company herein, and the Company shall not permitany such purchase of assets or business, acquisition of securities or merger or consolidation tooccur until such written agreement has been executed and delivered. No such assumption andagreement shall relieve the Company of any of its obligations hereunder, and this Agreement shallnot otherwise be assignable by the Company.          (e) Choice of Law; Consent to Jurisdiction. This Agreement shall be governed by andits provisions construed in accordance with the laws of the State of Delaware, as applied tocontracts between Delaware residents entered into and to be performed entirely within Delaware,without regard to the conflict of law principles thereof. The Company and Indemnitee each herebyirrevocably consents to the jurisdiction of the courts of the State of Delaware for all purposes inconnection with any Proceeding which arises out of or relates to this Agreement and agree that anyaction instituted under this Agreement shall be brought only in the state courts of the State ofDelaware.
10

 
          (f) Integration and Entire Agreement. This Agreement sets forth the entireunderstanding between the parties hereto and supersedes and merges all previous written and oralnegotiations, commitments, understandings and agreements relating to the subject matter hereofbetween the parties hereto, provided that the provisions hereof shall not supersede the provisionsof the Company’s respective certificates of incorporation or bylaws, any agreement, any vote ofstockholders or directors, the DGCL or other applicable law, to the extent any such provisionsshall be more favorable to Indemnitee than the provisions hereof.          (g) Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall constitute an original.[Remainder of this page intentionally left blank.]
11

 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.      RSC HOLDINGS INC.