exv4w3






Exhibit 4.3




FIRST AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENT




          FIRST AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENT (this “First Amendment”), dated as of
February 9, 2011, by and among RSC HOLDINGS III, LLC, a Delaware limited liability company (the
“Parent Borrower”), RSC EQUIPMENT RENTAL, INC., an Arizona corporation (“RSC”), each other Grantor
party hereto and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), in its capacity as U.S. collateral
agent under the Senior Loan Documents (together with its successors and assigns in such capacity
from time to time, the “Senior Collateral Agent”). Unless otherwise indicated, all capitalized
terms used herein and not otherwise defined shall have the respective meanings provided such terms
in the Intercreditor Agreement referred to below.




W I T N E S S E T H:



     WHEREAS, the Parent Borrower, RSC, DBNY, in its capacity as Senior Collateral Agent, DBNY, in
its capacity as collateral agent under the First Lien Last Out Note Documents, and each other
Grantor from time to time party thereto are parties to a First Lien Intercreditor Agreement, dated
as of July 1, 2009 (as amended, restated, modified and/or supplemented to, but not including, the
date hereof, the “Intercreditor Agreement”);



     WHEREAS, RSC Holdings II, LLC (“Holdings”), the Parent Borrower, RSC, RSC Equipment Rental of Canada Ltd. (“RSC Canada”), the several banks and other
financial institutions from time to time party thereto, DBNY, as U.S. administrative agent, and
DBCA, as Canadian administrative agent, Citicorp North America, Inc., as syndication agent and Bank
of America, N.A., LaSalle Business Credit, LLC and Wachovia Capital Finance Corporation (Western),
as co-documentation agents, entered into that certain Credit Agreement, dated as of November 27,
2006 (the “Original Credit Agreement”);



     WHEREAS, the Parent Borrower, RSC, the guarantors from time to time party thereto, Wells Fargo Bank, National Association, as First Lien Last Out Note Trustee,
and DBNY, as First Lien Last Out Collateral Agent, are parties to that certain Indenture, dated as
of July 1, 2009 (the “First Lien Last Out Note Indenture”) pursuant to which RSC and the Parent
Borrower issued the Initial First Lien Last Out Notes;



     WHEREAS, Section 8.3 of the Intercreditor Agreement provides that the Senior Collateral Agent (at the direction of the Required Senior
Creditors) may, without the written consent of any other Creditor, agree to modifications of the
Intercreditor Agreement for the purpose of securing additional extensions of credit (including
pursuant to any Refinancing or extension of the Credit Agreement) and adding new creditors as
Senior Creditors or Creditors thereunder, so long as such extensions (and resulting additions) do
not otherwise give rise to a violation of the express terms of the Credit Agreement or the First
Lien Last Out Note Indenture;



     WHEREAS, Holdings, the Parent Borrower, RSC, RSC Canada, each other entity that becomes a borrower under the Credit Agreement (as defined below) pursuant to Section
7.9 thereof, the several banks and other financial institutions from time to time party thereto
(the



 









 




“Lenders”), DBNY, as U.S. administrative agent, DBCA, as Canadian administrative agent, Wells Fargo Capital Finance, LLC and Bank of America, N.A., as co-syndication agents,
General Electric Capital Corporation, as senior managing agent, and J.P. Morgan Securities LLC and
Barclays Capital, as joint book runners, have entered into that certain Credit Agreement, dated as
of February 9, 2011 (the “Credit Agreement”), to Refinance the Original Credit Agreement, in
accordance with Section 5.3(a) of the Intercreditor Agreement and without affecting the lien
subordination, intercreditor or other provisions set forth therein in any way; and




     WHEREAS, pursuant to Section 8.3 of the Intercreditor Agreement, the parties hereto wish to enter into this
First Amendment to modify the Intercreditor Agreement as provided herein for the purpose of
securing the extensions of credit made under the Credit Agreement as a result of the Refinancing of
the Original Credit Agreement Indebtedness; and pursuant to the Credit Agreement, the Required
Senior Creditors have consented to and directed the execution and delivery of this First Amendment
on their behalf by the Senior Collateral Agent.



     NOW, THEREFORE, it is agreed:


I. Amendments to Intercreditor Agreement.




     1. The first Recital in the Intercreditor Agreement is hereby amended and
restated in its entirety as follows:




     “WHEREAS, RSC Holdings II, LLC (“Holdings”), the Parent Borrower, RSC and RSC Equipment Rental
of Canada Ltd. (“RSC Canada”), each other entity that becomes a borrower thereunder pursuant to
subsection 7.9 thereof (together with the Parent Borrower, RSC and RSC Canada, collectively, the
“Borrowers” and each, a “Borrower”), the several banks and other financial institutions from time
to time party thereto, DBNY, as U.S. administrative agent (in such capacity, the “U.S.
Administrative Agent”) and U.S. collateral agent, Deutsche Bank AG Canada Branch, as Canadian
administrative agent (in such capacity, the “Canadian Administrative Agent”) and Canadian
collateral agent, Wells Fargo Capital Finance, LLC and Bank of America, N.A., as co-syndication agents, General Electric Capital Corporation, as senior managing agent, and J.P.
Morgan Securities LLC and Barclays Capital, as joint book runners, have entered into that certain
Credit Agreement, dated as of February 9, 2011 (as amended, restated, supplemented, modified and/or
Refinanced from time to time, the “Senior Credit Agreement”) providing for the making of loans to
the Borrowers, and the issuance of, and participation in, letters of credit for the account of the
Borrowers, as provided therein;”



II. Miscellaneous Provisions.




     1. This First Amendment is limited as specified and shall not constitute a modification,
acceptance or waiver of any other provision of the Intercreditor Agreement.



     2. This First 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.



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     3. THIS FIRST 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.



     4. The First Amendment shall become effective on the date (the “First Amendment Effective
Date”) when each of the Parent Borrower, RSC and the Senior Collateral Agent 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).



     5. From and after the First Amendment Effective Date, all references in the Intercreditor
Agreement and the other Loan Documents to the Intercreditor Agreement shall be deemed to be
references to the Intercreditor Agreement, as modified hereby on the First Amendment Effective
Date.



* * *








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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and
deliver this First Amendment as of the date first above written.



	 	 	 	 	 
	 	Senior Collateral Agent



DEUTSCHE BANK AG NEW YORK 

        BRANCH, 

        in its capacity as Senior 

        Collateral Agent

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



Signature page to RSC First Amendment to Intercreditor Agreement



 









 





	 	 	 	 	 
	 	RSC EQUIPMENT RENTAL,INC.

 	 
	 	By:  	/s/
Kevin J. Groman
 	 
	 	 	Name:  	Kevin J. Groman 	 
	 	 	Title:  	Senior Vice President, General

Counsel and Corporate Secretary 	 
	 



Signature
page to RSC First Amendment to Intercreditor Agreement



 









 





	 	 	 	 	 
	 	RSC HOLDINGS III, LLC

 	 
	 	By:  	/s/
Kevin J. Groman
 	 
	 	 	Name:  	Kevin J. Groman 	 
	 	 	Title:  	Senior Vice President, General

Counsel and Corporate Secretary 	 
	 



Signature
page to RSC First Amendment to Intercreditor Agreement