exv10w1






Exhibit 10.1




EXECUTION COPY



 


CREDIT AGREEMENT

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 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,




Dated as of February 9, 2011




 




DEUTSCHE BANK SECURITIES INC.,

WELLS FARGO CAPITAL FINANCE, LLC



and



BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arrangers and Joint Book Managers



 














 





Table of Contents




	 	 	 	 	 
	Section 1. Definitions
	 	 	2	 
	1.1 Defined Terms
	 	 	2	 
	1.2 Other Definitional Provisions
	 	 	62	 
	 
	 	 	 	 
	Section 2. Amount and Terms of Commitments
	 	 	62	 
	2.1 RCF Commitments
	 	 	62	 
	2.2 Procedure for Borrowings
	 	 	67	 
	2.3 Termination or Reduction of Commitments
	 	 	69	 
	2.4 Swing Line Commitments
	 	 	69	 
	2.5 Repayment of Loans
	 	 	72	 
	2.6 Incremental Credit Extensions
	 	 	74	 
	2.7 Extensions of Incremental Term Loans and RCF Commitments
	 	 	78	 
	2.8 Defaulting Lenders
	 	 	83	 
	2.9 Sponsor Affiliate Incremental Term Loan Purchases
	 	 	85	 
	 
	 	 	 	 
	Section 3. Letters of Credit
	 	 	86	 
	3.1 L/C Commitment
	 	 	86	 
	3.2 Procedure for Issuance of Letters of Credit
	 	 	88	 
	3.3 Fees, Commissions and Other Charges
	 	 	89	 
	3.4 L/C Participations
	 	 	90	 
	3.5 Reimbursement Obligation of the Borrowers
	 	 	91	 
	3.6 Obligations Absolute
	 	 	91	 
	3.7 L/C Payments
	 	 	92	 
	3.8 L/C Request
	 	 	93	 
	3.9 Additional Issuing Lenders
	 	 	93	 
	3.10 Provisions Related to Extended RCF Commitments
	 	 	93	 
	 
	 	 	 	 
	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
	 	 	96	 
	4.3 Minimum Amounts of Sets
	 	 	97	 
	4.4 Optional and Mandatory Prepayments
	 	 	97	 
	4.5 Commitment Fees; U.S. Administrative Agent’s Fee; Other Fees
	 	 	102	 
	4.6 Computation of Interest and Fees
	 	 	103	 
	4.7 Inability to Determine Interest Rate
	 	 	108	 
	4.8 Pro Rata Treatment and Payments
	 	 	108	 
	4.9 Illegality
	 	 	111	 
	4.10 Requirements of Law
	 	 	111	 
	4.11 Taxes
	 	 	113	 
	4.12 Indemnity
	 	 	117	 
	4.13 Certain Rules Relating to the Payment of Additional Amounts
	 	 	118	 
	4.14 Controls on Prepayment if Aggregate Outstanding RCF Credit Exceeds
Aggregate RCF Commitments
	 	 	120	 
	4.15 Cash Receipts
	 	 	120	 






i









 






Tables of Contents

(continued)




	 	 	 	 	 
	Section 5. Representations and Warranties
	 	 	125	 
	5.1 Financial Condition
	 	 	125	 
	5.2 No Change; Solvent
	 	 	125	 
	5.3 Corporate Existence
	 	 	126	 
	5.4 Corporate Power; Authorization; Consents; Enforceable Obligations
	 	 	126	 
	5.5 No Legal Bar
	 	 	127	 
	5.6 No Material Litigation
	 	 	127	 
	5.7 No Default
	 	 	127	 
	5.8 Ownership of Property; Liens
	 	 	127	 
	5.9 Intellectual Property
	 	 	127	 
	5.10 Compliance With Requirements of Law and Contractual Obligations
	 	 	127	 
	5.11 Taxes
	 	 	128	 
	5.12 Federal Regulations
	 	 	128	 
	5.13 ERISA
	 	 	128	 
	5.14 Collateral
	 	 	129	 
	5.15 Investment Company Act; Other Regulations
	 	 	130	 
	5.16 Subsidiaries
	 	 	130	 
	5.17 Purpose of Loans
	 	 	130	 
	5.18 Environmental Matters
	 	 	130	 
	5.19 True and Correct Disclosure
	 	 	131	 
	5.20 Labor Matters
	 	 	132	 
	5.21 Insurance
	 	 	132	 
	5.22 Eligible Accounts and Eligible Unbilled Accounts
	 	 	132	 
	5.23 Eligible Rental Fleet
	 	 	132	 
	5.24 Eligible Inventory
	 	 	132	 
	5.25 Anti-Terrorism
	 	 	132	 
	5.26 Capitalization
	 	 	132	 
	5.27 Rental Fleet; Business of the Credit Parties
	 	 	133	 
	 
	 	 	 	 
	Section 6. Conditions Precedent
	 	 	133	 
	6.1 Conditions to Initial Extension of Credit
	 	 	133	 
	6.2 Conditions to Each Extension of Credit
	 	 	138	 
	 
	 	 	 	 
	Section 7. Affirmative Covenants
	 	 	138	 
	7.1 Financial Statements
	 	 	139	 
	7.2 Certificates; Other Information
	 	 	140	 
	7.3 Payment of Obligations
	 	 	141	 
	7.4 Conduct of Business and Maintenance of Existence
	 	 	142	 
	7.5 Maintenance of Property; Insurance
	 	 	142	 
	7.6 Inspection of Property; Books and Records; Discussions
	 	 	143	 
	7.7 Notices
	 	 	144	 
	7.8 Environmental Laws
	 	 	146	 
	7.9 New Subsidiaries; Additional Security; Further Assurances
	 	 	147	 
	7.10 Maintenance of New York Process Agent
	 	 	150	 






ii









 






Tables of Contents

(continued)




	 	 	 	 	 
	Section 8. Negative Covenants
	 	 	150	 
	8.1 Financial Condition Covenants
	 	 	150	 
	8.2 Limitation on Indebtedness
	 	 	151	 
	8.3 Limitation on Liens
	 	 	155	 
	8.4 Limitation on Guarantee Obligations
	 	 	157	 
	8.5 Limitation on Fundamental Changes
	 	 	159	 
	8.6 Limitation on Sale of Assets
	 	 	160	 
	8.7 Limitation on Dividends
	 	 	161	 
	8.8 Limitation on Investments, Loans and Advances
	 	 	163	 
	8.9 Limitations on Certain Acquisitions
	 	 	166	 
	8.10 Limitation on Transactions with Affiliates
	 	 	167	 
	8.11 Limitation on Sale and Leaseback Transactions
	 	 	169	 
	8.12 Limitation on Dispositions of Collateral
	 	 	169	 
	8.13 Limitation on Optional Payments and Modifications of Debt Instruments and
Other Documents
	 	 	169	 
	8.14 Limitation on Changes in Fiscal Year
	 	 	171	 
	8.15 Limitation on Negative Pledge Clauses
	 	 	171	 
	8.16 Limitation on Lines of Business
	 	 	172	 
	8.17 Limitations on Currency, Commodity and Other Hedging Transactions
	 	 	173	 
	8.18 Limitation on Certain Restrictions on Subsidiaries
	 	 	173	 
	 
	 	 	 	 
	Section 9. Events of Default
	 	 	175	 
	 
	 	 	 	 
	Section 10. The Agents And The Lead Arrangers
	 	 	179	 
	10.1 Appointment
	 	 	179	 
	10.2 Delegation of Duties
	 	 	180	 
	10.3 Exculpatory Provisions
	 	 	181	 
	10.4 Reliance by Agents
	 	 	181	 
	10.5 Notice of Default
	 	 	182	 
	10.6 Acknowledgements and Representations by Lenders
	 	 	182	 
	10.7 Indemnification
	 	 	183	 
	10.8 Agents and Lead Arrangers in Their Individual Capacity
	 	 	183	 
	10.9 Collateral Matters
	 	 	184	 
	10.10 Successor Agent
	 	 	185	 
	10.11 Lead Arrangers and Syndication Agent
	 	 	186	 
	10.12 Withholding Tax
	 	 	186	 
	 
	 	 	 	 
	Section 11. Miscellaneous
	 	 	186	 
	11.1 Amendments and Waivers
	 	 	186	 
	11.2 Notices
	 	 	189	 
	11.3 No Waiver; Cumulative Remedies
	 	 	191	 
	11.4 Survival of Representations and Warranties
	 	 	191	 
	11.5 Payment of Expenses and Taxes
	 	 	191	 
	11.6 Successors and Assigns; Participations and Assignments
	 	 	192	 
	11.7 Adjustments; Set-off; Calculations; Computations
	 	 	197	 






iii









 






Tables of Contents

(continued)




	 	 	 	 	 
	11.8 Judgment Currency
	 	 	198	 
	11.9 Counterparts
	 	 	199	 
	11.10 Severability
	 	 	199	 
	11.11 Integration
	 	 	199	 
	11.12 GOVERNING LAW
	 	 	199	 
	11.13 Submission To Jurisdiction; Waivers
	 	 	199	 
	11.14 Acknowledgments
	 	 	200	 
	11.15 WAIVER OF JURY TRIAL
	 	 	201	 
	11.16 Confidentiality
	 	 	201	 
	11.17 USA Patriot Act Notice
	 	 	202	 
	11.18 INTERCREDITOR AGREEMENT
	 	 	202	 
	11.19 Special Provisions Regarding Pledges of Capital Stock in, and Promissory
Notes Owed by, Persons Not Organized in the U.S. or Canada
	 	 	203	 
	11.20 Joint and Several Liability; Postponement of Subrogation
	 	 	203	 
	11.21 Reinstatement
	 	 	205	 
	11.22 Language
	 	 	206	 
	 
	 	 	 	 
	Section 12. Holdings Guaranty
	 	 	206	 
	12.1 Guaranty
	 	 	206	 
	12.2 Bankruptcy
	 	 	207	 
	12.3 Nature of Liability
	 	 	207	 
	12.4 Independent Obligation
	 	 	207	 
	12.5 Amendments, etc. with respect to the Obligations
	 	 	207	 
	12.6 Reliance
	 	 	208	 
	12.7 No Subrogation
	 	 	208	 
	12.8 Waiver
	 	 	208	 
	12.9 Payments
	 	 	209	 
	12.10 Maximum Liability
	 	 	209	 





SCHEDULES




	 	 	 	 	 
	A

	 	—
	 	Commitments and Addresses
	B

	 	—
	 	Fiscal Periods
	C

	 	—
	 	Rental Fleet Locations
	D

	 	—
	 	Existing Indebtedness
	3.1(a)

	 	—
	 	Existing Letters of Credit
	4.15(a)

	 	—
	 	DDAs
	4.15(b)

	 	—
	 	Credit Card Arrangements
	4.15(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






iv









 






 Tables of Contents

(continued)




	 	 	 	 	 
	5.18

	 	—
	 	Environmental Matters
	5.21

	 	—
	 	Insurance
	6.1(f)

	 	—
	 	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

	 	—
	 	Form of RCF Note
	A-2

	 	—
	 	Form of Swing Line Note
	B

	 	—
	 	Form of Swing Line Loan Participation Certificate
	C

	 	—
	 	Form of L/C Request
	D

	 	—
	 	Form of U.S. Tax Compliance Certificate
	E-1

	 	—
	 	Intercreditor Agreement
	E-2

	 	—
	 	Intercreditor Agreement Amendment
	F-1

	 	—
	 	Form of Canadian Guarantee Agreement
	F-2

	 	—
	 	Form of U.S. Guarantee and Collateral Agreement
	F-3

	 	—
	 	Form of Canadian Security Agreement
	G

	 	—
	 	Form of Closing Certificate
	H

	 	—
	 	Form of Borrowing Certificate
	I

	 	—
	 	Form of Borrowing Base Certificate
	J

	 	—
	 	Form of Borrower Joinder Agreement
	K

	 	—
	 	Form of Intercompany Subordination Provisions
	L

	 	—
	 	Form of Assignment and Acceptance







v











 





          CREDIT AGREEMENT, dated as of February 9, 2011, 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 CAPITAL FINANCE, LLC and BANK OF AMERICA, N.A.,
as co-syndication agents (in such capacity, the “Co-Syndication Agents”), GENERAL ELECTRIC
CAPITAL CORPORATION, as senior managing agent, and J.P. MORGAN SECURITIES LLC and BARCLAYS CAPITAL,
as joint book runners. All capitalized terms used herein and defined in subsection 1.1 are used
herein as therein defined.




          The parties hereto hereby agree as follows:




W
I T N E S S E T H:




          WHEREAS, Holdings, the Parent Borrower, RSC, RSC Canada, the banks and other
financial institutions from time to time parties thereto, DBNY, as the U.S.
administrative agent, DBCB, as the 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 are
parties to that certain credit agreement, dated as of November 27, 2006 (as amended,
amended and restated, supplemented and/or otherwise modified, the “Existing Credit
Agreement”) pursuant to which the lenders agreed to make term and revolving loans
and participate in letters of credit as provided therein (collectively, the
“Existing Credit Agreement Indebtedness”);




          WHEREAS, the Existing Credit Agreement was amended on June 26, 2009 (the
“Existing First Amendment”) to permit the co-issuance of First Lien Last Out
Notes by the Parent Borrower and RSC, the Net Cash Proceeds of which were applied to
refinance outstanding indebtedness under the Existing Credit Agreement and the holders
of which were secured by a Lien on certain of the Collateral pursuant to the First Lien
Last Out Security Documents, which Lien ranked junior to the Lien on the Collateral
pursuant to the Security Documents (as defined in the Existing Credit Agreement);




          WHEREAS, in order to induce the banks and other financial institutions party
thereto to enter into the Existing First Amendment, the Parent Borrower and RSC agreed
to enter into the Intercreditor Agreement to evidence the lien subordination,
intercreditor and other provisions set forth therein;




          WHEREAS, the parties hereto have agreed to enter into this Agreement to Refinance
(as defined in the Intercreditor Agreement) the Existing Credit Agreement Indebtedness
in accordance with Section 5.3(a) of the Intercreditor Agreement without affecting








 









 







the lien subordination, intercreditor or other provisions set forth therein in any way
whatsoever; and




          WHEREAS, in order to (i) fund the Transaction and (ii) finance the working capital and other
business requirements and other general corporate purposes of the Parent Borrower and its
Subsidiaries following the consummation of the Transaction, the U.S. Borrowers and the Canadian
Borrowers have requested that the Lenders make the Loans and issue and participate in the Letters
of Credit provided for herein;




          NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
the parties hereto agree as follows:




          Section 1. Definitions.




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




          “2014 Senior Notes”: 9.5% Senior Notes due 2014 of the Parent Borrower and RSC issued
pursuant to the 2014 Senior Note Indenture, 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.




          “2014 Senior Note Documents”: the 2014 Senior Note Indenture, the 2014 Senior Notes
and each other document or agreement relating to the issuance of the 2014 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.




          “2014 Senior Note Indenture”: the Indenture, dated November 27, 2006, among the Parent
Borrower and RSC, as co-issuers, the 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 with the terms thereof and subsection 8.13.




          “2019 Senior Notes”: 10.25% Senior Notes due 2019 of the Parent Borrower and RSC
issued pursuant to the 2019 Senior Note Indenture, as the same may be exchanged for substantially
similar senior unsecured 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.




          “2019 Senior Note Documents”: the 2019 Senior Note Indenture, the 2019 Senior Notes
and each other document or agreement relating to the issuance of the 2019 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.




          “2019 Senior Note Indenture”: the Indenture, dated November 17, 2009, among the Parent
Borrower and RSC, as co-issuers, the guarantors from time to time party thereto and Wells Fargo
Bank, National Association, as trustee, as the same may be amended, supplemented,





2









 







waived or otherwise modified from time to time in accordance with the terms thereof and subsection
8.13.




          “2021 Senior Notes”: 8.25% Senior Notes due 2021 of the Parent Borrower and RSC issued
pursuant to the 2021 Senior Note Indenture, as the same may be exchanged for substantially similar
senior unsecured 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.




          “2021 Senior Note Documents”: the 2021 Senior Note Indenture, the 2021 Senior Notes
and each other document or agreement relating to the issuance of the 2021 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.




          “2021 Senior Note Indenture”: the Indenture, dated January 19, 2011, among the Parent
Borrower and RSC, as co-issuers, the 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 with the terms thereof and subsection 8.13.




          “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 date 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.






3









 








          “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) 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.




          “Additional Intercreditor Agreement”: as defined in subsection
10.9(b). “Additional Lender”: as defined in subsection 2.6(d).




          “Adjustment Date”: each date after September 30, 2011 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 (a) the aggregate principal
amount of all Canadian RCF Loans (using the Dollar Equivalent thereof in the case of Canadian RCF
Loans denominated in Canadian Dollars) then outstanding (including any






4









 







Canadian RCF Loans made pursuant to any Canadian RCF Commitment Increase or any Extended Canadian
RCF Commitment) and (b) the aggregate amount of all Canadian RCF L/C Obligations (using the Dollar
Equivalent thereof in the case of Canadian RCF L/C Obligations denominated in Canadian Dollars) 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 U.S. RCF Letter of Credit Exposure
and Canadian RCF Letter of Credit Exposure at such time and (c) the aggregate amount equal to such
RCF Lender’s Swing Line Loan Exposure, if any, at such time.




          “Aggregate U.S. RCF Lender Exposure”: the sum of (a) the aggregate principal amount of
all U.S. RCF Loans then outstanding (including any U.S. RCF Loans made pursuant to any U.S. RCF
Commitment Increase or any Extended U.S. RCF Commitment), (b) the aggregate amount of all U.S. RCF
L/C Obligations at such time and (c) the aggregate principal amount of the Swing Line Loans then
outstanding.




          “Agreement”: this Credit Agreement, as amended, supplemented, waived or otherwise
modified, from time to time (including, for the avoidance of doubt, pursuant to any Incremental
Amendment or Extension Amendment).




          “Amendment”: as defined in subsection 8.18(c).




          “Applicable Margin”: the rate per annum determined as follows: during the period
from the Closing Date until (but not including) the first Adjustment Date, in the case of RCF
Loans, maintained as (x) ABR Loans (including Swing Line Loans), 1.50% per annum, (y) Eurocurrency
Loans, 2.50% per annum, and (z) Bankers’ Acceptance Loans, 2.50% per annum. The Applicable Margins
for (x) RCF Loans (including Swing Line Loans) will be adjusted on each Adjustment Date to the
applicable rate per annum set forth under the heading “Applicable Margin for RCF Loans Maintained
as ABR Rate ABR Loans and Swing Line Loans”, “Applicable Margin for RCF Loans Maintained as
Canadian Prime Rate ABR Loans”, or “Applicable Margin for 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 the financial statements and compliance
certificate relating to the end of the fiscal quarter or year most recently preceding such
Adjustment Date for which financial statements have been delivered pursuant to subsection 7.1(a) or
7.1(b); 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:





     (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



5









 




     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 1.75% per annum, in the case of ABR Loans,
2.75% per annum, in the case of Eurocurrency Loans and 2.75% 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.



Notwithstanding the foregoing, (x) the Applicable Margin in respect of any Tranche of Incremental
Term Loans shall be the applicable percentages per annum set forth in the relevant Incremental
Amendment, (y) the Applicable Margin in respect of any Tranche of Extended Incremental Term Loans
or any RCF Loans made pursuant to any Tranche of Extended RCF Commitments shall be the applicable
percentages per annum set forth in the relevant Extension Amendment and (z) the Applicable Margin
shall be increased as, and to the extent, necessary to comply with the provisions of subsection
2.7(b).




          “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).




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





6









 








          “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 Canadian RCF Commitment”: as to any Canadian RCF Lender at any time, an
amount equal to the excess, if any, of (a) the lesser of (i) the amount of such Canadian RCF
Lender’s Canadian RCF Commitment at such time and (ii) the sum of (A) the amount equal to such
Canadian RCF Lender’s Canadian RCF Commitment Percentage of the Canadian Borrowing Base and (B) the
amount equal to such Canadian RCF Lender’s Canadian RCF Commitment Percentage of the U.S. Borrowing
Base over (b) the sum of (i) the aggregate unpaid principal amount at such time of all Canadian RCF
Loans made by such Canadian RCF Lender and (ii) an amount equal to such Canadian RCF Lender’s
Canadian RCF Letter of Credit Exposure at such time; collectively, as to all the Canadian RCF
Lenders, the “Available Canadian RCF Commitments”.




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




          “Available U.S. RCF Commitment”: as to any 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 U.S. RCF Lender’s U.S. RCF
Commitment at such time and (ii) the amount equal to such U.S. RCF Lender’s U.S. RCF Commitment
Percentage of the U.S. Borrowing Base over (b) the sum of (i) such U.S. RCF Lender’s Individual
U.S. RCF Lender Exposure, (ii) the amount equal to such U.S. RCF Lender’s U.S. RCF Commitment
Percentage of the amount by which all Extensions of Credit to the Canadian Borrowers exceed the
Canadian Borrowing Base, (iii) the amount equal to such U.S. RCF Lender’s U.S. RCF Commitment
Percentage of the amount of all Canadian RCF Loans made to the U.S. Borrowers and (iv) the amount
equal to such U.S. RCF Lender’s U.S. RCF Commitment Percentage of the outstanding Extensions of
Credit to Canadian Finco; collectively, as to all the U.S. RCF Lenders, the “Available U.S. RCF
Commitments”.




          “Average RCF Loan Utilization”: on each date on which the commitment fee payable
pursuant to subsection 4.5(a) is being calculated, the average of the daily quotient of (i) the sum
of (x) the Aggregate Canadian RCF Lender Exposure plus (y) the Aggregate U.S. RCF Lender Exposure
(excluding any portion of Aggregate 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 Canadian RCF Commitments plus (y) the Total 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.





7









 








          “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 RCF 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 RCF 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 RCF 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
discount rates (calculated on an annual basis and rounded to the nearest whole multiple of 1/100 of
1%) 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 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.




           “Bankers’ Acceptance”: a Draft drawn by a Canadian Borrower and accepted by a
Canadian RCF 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).




          “Bankruptcy Proceedings”: as defined in subsection
11.6(h).




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






8









 








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




          “Blocked Accounts”: as defined in subsection 4.15(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 J.




          “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 of a single Tranche 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 Commitments of the respective Tranche on a given date
(or resulting from a 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, 2.6 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 RCF Lender and
Letters of Credit issued by an Issuing Lender not located in the City of New York, the location of
such Canadian RCF 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 4.15(c).




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






9









 








          “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
Borrowers and the Qualified Canadian Subsidiary Guarantors (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:





     (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
Facility, 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
Arrangements (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 Arrangements) or (y) at the U.S. Administrative Agent’s sole
discretion, in another manner acceptable to the Parent Borrower; minus




     (g) the aggregate principal amount of all Incremental Term Loans incurred by the
Canadian Borrowers and outstanding at such time, minus




     (h) in the case of any determination made pursuant to this definition at any time from
and after November 1, 2014, an amount equal to the product of (i) the sum of (A) the
aggregate principal amount of outstanding 2014 Senior Notes at such time plus (B) the
aggregate amount of all accrued and unpaid interest thereon
multiplied by (ii) a percentage
equal to a fraction (expressed as a percentage) the numerator of which is the



10









 






sum of (I) the Total Canadian RCF Commitment at such time plus (II) the aggregate principal
amount of Incremental Term Loans incurred by the Canadian Borrowers and outstanding at such
time and the denominator of which is the sum of (A) the Total U.S. RCF Commitment at such
time, (B) the Total Canadian RCF Commitment at such time and (C) the aggregate principal
amount of Incremental Term Loans oustanding at such time.



          “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 F-1, as the same may be amended, supplemented, waived or otherwise modified from
time to time.




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




          “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 designated 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 as of the opening of business 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) harmonized sales taxes, 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;



11









 






     (b) the aggregate of any other amounts for which provision for payment is required to
be made pursuant to Section 6 of the Companies’ Creditors Arrangement Act (Canada) or
Section 60 of the Bankruptcy and Insolvency Act (Canada) (as such provisions may be
amended, supplemented or replaced from time to time), in order to obtain court’s sanction
or approval of an arrangement, compromise or proposal; and




     (c) 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 or (iii) the holder of which enjoys a right, 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 revolving credit facility available to the Canadian
Borrowers, the U.S. Borrowers and Canadian Finco hereunder pursuant to subsection 2.1(b), as such
revolving credit facility may be increased from time to time pursuant to subsection 2.6 hereof or
extended in whole or in part from time to time pursuant to subsection 2.7 hereof.




          “Canadian RCF Commitment”: with respect to each Canadian RCF Lender, the commitment of
such Canadian RCF Lender hereunder to make Extensions of Credit to the Borrowers in the amount set
forth opposite its name on Schedule A hereto (as such schedule may be modified from time to
time pursuant to Section 2.6(d) hereof) or as may be set forth in the Register from time to time.
For the avoidance of doubt, “Canadian RCF Commitment” shall include any Extended Canadian RCF
Commitment.




          “Canadian RCF Commitment Increase”: as defined in subsection 2.6(a).




          “Canadian RCF Commitment Increase Lender”: as defined in subsection 2.6(f).




          “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 Canadian RCF Commitment 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; provided,
further, that for the purposes of subsection 2.8, when a Defaulting Lender shall exist, the
“Canadian RCF Commitment Percentage” of any Canadian RCF Lender shall mean the percentage of the
Total Canadian RCF Commitment, disregarding any Defaulting Lender’s Canadian RCF Commitment,
represented by such Lender’s Canadian RCF Commitment.




          “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






12









 







delayed), agrees, in such Canadian RCF Lender’s (or Affiliate’s) sole discretion, to become a
Canadian RCF Issuing Lender for the purpose of issuing Canadian RCF Letters of Credit; provided
that, if any Extension or Extensions of Canadian RCF Commitments is or are effected in accordance
with subsection 2.7, on the occurrence of the Original RCF Maturity Date and on each later date
which is or was at any time a Maturity Date with respect to Canadian RCF Commitments, each Canadian
RCF Issuing Lender at such time, unless otherwise agreed among such Canadian RCF Issuing Lender and
the Canadian Borrowers, shall have the right to resign as a Canadian RCF Issuing Lender on, or on
any date within twenty (20) Business Days after, the respective Canadian RCF Issuing Lender
Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to
the applicable Borrowers and the Canadian Administrative Agent and, in the event of any such
resignation and upon the effectiveness thereof, the respective entity so resigning shall retain all
of its rights hereunder and under the other Loan Documents as a Canadian RCF Issuing Lender with
respect to all Canadian RCF Letters of Credit theretofore issued by it (which Canadian RCF Letters
of Credit shall remain outstanding in accordance with the terms hereof until their respective
expirations) but shall not be required to issue any further Canadian RCF Letters of Credit
hereunder. If at any time each Canadian RCF Issuing Lender has resigned in such capacity in
accordance with the preceding sentence, then no Person shall be a Canadian RCF Issuing Lender
hereunder obligated to issue Canadian RCF Letters of Credit unless and until a Lender becomes a
Canadian RCF Issuing Lender hereunder in accordance with clause (ii) above.




          “Canadian RCF Issuing Lender Termination Date”: as defined in the definition of the
term “Canadian RCF Issuing Lender”.




          “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.




          “Canadian RCF Lender”: each Lender which has a Canadian RCF Commitment
(without giving effect to any termination of the Total Canadian RCF Commitment if
there are any outstanding Canadian RCF L/C Obligations) or which has any outstanding
Canadian RCF Loans (or a Canadian RCF Commitment Percentage in any then outstanding
Canadian RCF L/C Obligations). Unless the context otherwise requires, each
reference in this Agreement to a Canadian RCF Lender includes each 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 a Canadian RCF Lender.




          “Canadian RCF Letter of Credit Exposure”: of any Canadian RCF Lender, at any time,
such Canadian RCF Lender’s Canadian RCF Commitment Percentage of all then outstanding Canadian RCF
L/C Obligations; it being understood and agreed that the Canadian RCF Letter of Credit Exposure of
each Canadian RCF Lender is subject to reallocation to the extent provided under subsections
2.7(a)(ii) and 2.8.






13









 








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




          “Canadian RCF Loan”: as defined in subsection 2.1(b). For the avoidance of doubt,
“Canadian RCF Loan” shall include any loan made pursuant to any Canadian RCF Commitment Increase or
any Extended Canadian RCF Commitment.




          “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 F-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 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.





14









 








          “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 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) (i) 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 Voting Stock having less than 35% of the total voting power of all
outstanding Capital Stock of the Relevant Parent Entity and (ii) 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 or a Parent Entity, shall be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange Act) of Voting Stock having more than 35% of the total voting power of all
outstanding Capital Stock of the Relevant Parent Entity; (b) 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” (or,
with respect to Permitted Junior Debt Documents, a similar event having similar effect thereunder)
as defined in the First Lien Last Out Note Documents, the 2019 Senior Note Documents, the 2021
Senior Note Documents, the 2014 Senior Note Documents or any Permitted Junior Debt Documents.





15









 








          “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.




          “Claim”: as defined in subsection 11.6(h).




          “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 4.15(c).




          “Commitment”: as to any Lender, its U.S. RCF Commitment, its Canadian RCF Commitment
and its Incremental Term Loan Commitment.




          “Commitment Fee Rate”: during the period from the Closing Date until
March 31, 2011, 0.50% per annum. Thereafter, the “Commitment Fee Rate” will be as set forth
on the Pricing Grid based upon the Average RCF Loan Utilization calculated by the U.S.
Administrative Agent for the respective three-month period.




          “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; provided, further, that for the purposes
of subsection 2.8, when a Defaulting Lender shall exist, the “Commitment Percentage” of any RCF
Lender shall mean the percentage of the sum of the Total U.S. RCF Commitment and the Total Canadian
RCF Commitment (disregarding any Defaulting Lender’s U.S. RCF Commitment and/or Canadian RCF
Commitment) represented by such RCF Lender’s U.S. RCF Commitment and/or Canadian RCF Commitment.




          “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.




          “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





16









 







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.




          “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 to make
Capital Expenditures 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), (h) and (j)
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, and any expense arising from the termination of any
Interest Rate Protection Agreement or Permitted Hedging Arrangement) 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 such period, in each case determined on a consolidated basis in accordance with
GAAP.






17









 








          “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 4.15(c).




          “Credit Facility” or “Credit Facilities”: any facilities or arrangements
designated by the Parent Borrower, in each case with one or more banks or other lenders or
institutions providing for revolving credit loans, term loans, letters of credit or other
Indebtedness, in each case, including all agreements, instruments and documents executed and
delivered pursuant to or in connection with any of the foregoing, including but not limited to any
notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement,
patent and trademark security agreement, mortgages or letter of credit applications and other
guarantees, pledge agreements, security agreements and collateral documents, in each case as the
same may be amended, supplemented, waived or otherwise modified from time to time, or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time
(whether in whole or in part, whether with the original banks, lenders or institutions or other
banks, lenders or institutions or otherwise, and whether provided under any original Credit
Facility or one or more other credit agreements, indentures, financing agreements or other Credit
Facilities or otherwise). Without limiting the generality of the foregoing, the term “Credit
Facility” shall include any agreement (i) changing the maturity of any Indebtedness thereunder or
contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder,
(iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed
thereunder or (iv) otherwise altering the terms and conditions thereof.




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





18









 








          “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 4.15(d).




          “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 4.15(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 4.15(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 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”: at any time of determination thereof, any Lender that (i) has failed
(which failure is not cured within one Business Day after the date of such failure) to fund any
portion of any Borrowing, participations in L/C Obligations or participations in Swing Line Loans
required to be funded by it hereunder (including its obligations under subsection 2.1, subsection
2.4 or Section 3), (ii) has otherwise failed to pay over to the U.S. Administrative Agent,
the Canadian Administrative Agent or any other Lender any other amount required to be






19









 







paid by it hereunder (unless such Lender is reasonably disputing in good faith as to whether it is
required pursuant to this Agreement to make the payment in question), (iii) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding or a takeover (in
receivership or similar proceeding) by a Governmental Authority or (iv) has notified any Credit
Agreement Party, any Issuing Lender, the Swing Line Lender, the U.S. Administrative Agent and/or
the Canadian Administrative Agent of any of the foregoing (including any notification of its intent
not to comply with its funding obligations described in preceding clause (i)); provided
that for purposes of subsection 2.1 with respect to Swing Line Loans and Section 3 only,
the term “Defaulting Lender” shall also include (a) any Lender with an affiliate that (x) Controls
such Lender and (y) has been deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding or a takeover by a Governmental Authority and (b) any Lender that previously constituted
a “Defaulting Lender” under this Agreement, unless such Lender has ceased to constitute a
“Defaulting Lender” for a period of at least 90 consecutive
days; provided that a Lender
shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of
any equity interest in such Lender (or any Person that Controls such Lender) by a Governmental
Authority.




          “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).




          “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 any 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 any Maturity Date, or (c) contains any mandatory repurchase obligation which comes into effect
prior to any 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





20









 







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 the greater of (a) $125,000,000 and (b) 12.5% of the Total
RCF Commitments on such day; 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 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 the greater of (a) $125,000,000 and (b) 12.5% of the Total RCF Commitments at
the time of such payment, 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 the greater of (a) $125,000,000 and (b) 12.5% of the Total RCF
Commitments for thirty (30) consecutive days, in which event a Dominion Event shall no longer be
deemed to be continuing.




          “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 RCF Lender and
bearing such distinguishing letters and numbers as such Canadian RCF Lender may determine, but
which at such time has not been completed or accepted by such Canadian RCF 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 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





21












 




equity method of accounting) and (J) fees paid to the Sponsor or any Affiliate of the
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.





     “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:




     (a) Accounts that are unpaid on the date which is one-hundred 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,



22









 






     (c) without duplication, the amount of any credit balances greater than one-hundred
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,




     (i) Accounts with respect to which
the Account Debtor is (1) the federal government of Canada or any department, agency or
instrumentality of Canada or the provincial government of New Brunswick or any department,
agency or instrumentality of New Brunswick or (2) the federal government of the United
States or any department, agency or instrumentality of the United States (exclusive, in the
case of clause (2), of (A) Accounts with respect to which the applicable Loan Party has



23









 






complied, to the reasonable satisfaction of the U.S. Administrative Agent, with the
Assignment of Claims Act of 1940 (31 USC Section 3727)) or (B) Accounts which, when added
to the amount of Accounts not excluded as ineligible by virtue of clauses (j)(iv) and
(k)(iii) below, do not exceed 10% of all Eligible Accounts, provided that (i) in
each case, the amount of Eligible Accounts that are excluded as ineligible under this
clause (B) and clauses (j)(iv) and (k)(iii) below because they exceed the foregoing
percentage shall be determined based on all of the otherwise Eligible Accounts prior to
giving effect to any eliminations based upon the foregoing limit and (ii) Accounts
described in this clause (B) shall not be eligible for inclusion as Eligible Accounts if
the U.S. Administrative Agent requests the Parent Borrower to (or cause the applicable Loan
Party to) comply with the Assignment of Claims Act of 1940 (31 USC Section 3727) with
respect to Accounts described in this clause (B) unless the Parent Borrower or the
respective Loan Party provides evidence of such compliance within 30 days of such request
or the U.S. Administrative Agent establishes an Availability Reserve with respect to such
Accounts,




     (j) Accounts with respect to which the Account Debtor is the provincial government of
Alberta or Manitoba or the territorial government of the Northwest Territories, Nunavut or
the Yukon or any other Canadian provincial or territorial government which restricts the
assignment of Crown debts unless (i) the Account is supported by an irrevocable letter of
credit satisfactory to the Canadian Administrative Agent, in its Permitted Discretion (as
to form, substance, and issuer or domestic confirming bank), that has been delivered to the
Canadian Administrative Agent and is directly drawable by the Canadian Administrative
Agent, or (ii) the Account is covered by credit insurance in form, substance, and amount,
and by an insurer, satisfactory to the Canadian Administrative Agent, in its Permitted
Discretion, or (iii) the applicable Loan Party has obtained the consent of the requisite
Governmental Authority to the assignment of the Account to the Collateral Agent and
otherwise complied to the reasonable satisfaction of the Canadian Administrative Agent,
with the applicable Canadian provincial and territorial law relating to financial
administration and assignment of Crown obligations or (iv) such Accounts, when added to the
amount of Accounts not excluded as ineligible by virtue of clauses (i)(2)(B) above and
(k)(iii) below, do not exceed 10% of all Eligible Accounts, provided that (x) in
each case, the amount of Eligible Accounts that are excluded as ineligible under this
clause (iv) and clauses (i)(2)(B) above and (k)(iii) below because they exceed the
foregoing percentage shall be determined based on all of the otherwise Eligible Accounts
prior to giving effect to any eliminations based upon the foregoing limit and (y) Accounts
described in this clause (iv) shall not be eligible for inclusion as Eligible Accounts if
the Canadian Administrative Agent requests the Parent Borrower to (or cause the applicable
Loan Party to) obtain the consent of the requisite Governmental Authority to the assignment
of such Accounts to the Collateral Agent and otherwise comply with the applicable Canadian
provincial and territorial law relating to financial administration and assignment of Crown
obligations unless the Parent Borrower or the respective Loan Party obtains such consent
and provides evidence of such compliance within 30 days of such request or the Canadian
Administrative Agent establishes an Availability Reserve with respect to such Accounts,



24









 






     (k) 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, (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 or (iii) such
Accounts, when added to the amount of Accounts not excluded as ineligible by virtue of
clauses (i)(2)(B) and (j)(iv) above, do not exceed 10% of all Eligible Accounts,
provided that (x) in each case, the amount of Eligible Accounts that are excluded
as ineligible under this clause (iii) and clauses (i)(2)(B) and (j)(iv) above because they
exceed the foregoing percentage shall be determined based on all of the otherwise Eligible
Accounts prior to giving effect to any eliminations based upon the foregoing limit and (y)
Accounts described in this clause (iii) shall not be eligible for inclusion as Eligible
Accounts if the U.S. Administrative Agent requests the Parent Borrower to (or cause the
applicable Loan Party to) comply with the state law (if any) that is the substantial
equivalent of the Assignment of Claims Act of 1940 (31 USC Section 3727) with respect to
Accounts described in this clause (iii) unless the Parent Borrower provides evidence of
such compliance within 30 days of such request or the U.S. Administrative Agent establishes
an Availability Reserve with respect to such Accounts,




     (l) (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 twenty (120) days past the original invoice date related to invoices that have
been partially paid (other than in the case of this clause (iv) any such Accounts that have
been partially paid by the respective Account Debtor in the ordinary course of business in
connection with such Account Debtor managing its credit limits and that are not past due),




     (m) 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,



25









 






     (n) 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,




     (o) 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 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 lack of 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),




     (p) 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,




     (q) 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)),




     (r) 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, (s) 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, or




     (t) Accounts with respect to which the Account Debtor is a Tribal Sovereign.



          “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.






26









 








          “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 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,





27









 









     (b) it is not either (i) located at one of the locations in the United States or
Canada set forth on Schedule C, 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 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, to the extent
necessary to perfect a security interest in such Rental Fleet, a Loan Party has caused the
certificate of title for such Rental Fleet to be registered with the applicable
Governmental Authority showing (i) in the case of any certificate of title so registered
prior to the Closing Date, “Deutsche Bank AG, New York Branch, as First-Lien and
Second-Lien Collateral Agent,” “Deutsche Bank AG, New York Branch, as First-Lien Collateral
Agent” or “DB Services New Jersey, Inc., as agent for Deutsche Bank AG, New York Branch, as
First-Lien and Second-Lien 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, and (ii) in the case of any certificate of title so
registered on or after the Closing Date, “Deutsche Bank AG New York Branch, as Senior
Collateral Agent and First Lien Last Out Collateral Agent,” “Deutsche Bank AG New York
Branch, as Senior 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); provided
that (A)



28









 






U.S. Rental Fleet shall not be excluded as ineligible pursuant to this clause (h) in the
event that the applicable certificate of title statute or applicable regulations require
the U.S. Administrative Agent to provide an electronic lien title number for the
registration of certificates of title as otherwise contemplated above and the U.S.
Administrative Agent has not so provided to the Parent Borrower (or the applicable Loan
Party) an electronic lien title number (or if the U.S. Administrative Agent has so
provided such an electronic lien title number, fewer than 90 days (or such longer period
as agreed by the U.S. Administrative Agent in its sole discretion) have elapsed since the
U.S. Administrative Agent has so provided an electronic lien title number to the Parent
Borrower (or the applicable Loan Party)), and (B) U.S. Rental Fleet in the state of New
Jersey shall not be excluded as ineligible pursuant to this clause (h) in the event the
applicable certificate of title statute or applicable regulations require a “corporate
code” for registrations of certificates of title in the state of New Jersey as otherwise
contemplated above and the U.S. Administrative Agent has not provided such corporate code
to the Parent Borrower (or the applicable Loan Party) (or if the U.S. Administrative Agent
has so provided such corporate code, fewer than 90 days (or such longer period as agreed
by the U.S. Administrative Agent in its sole discretion) have elapsed since the U.S.
Administrative Agent has so provided such a corporate code to the Parent Borrower (or the
applicable Loan Party)), in each case so long as a Loan Party has delivered certificates
of title for such U.S. Rental Fleet to the title agency appointed by the U.S.
Administrative Agent.



          “Eligible Transferee”: a commercial bank, an insurance company, a finance company, a
financial institution, any fund that invests in loans or any other “accredited investor” (as
defined in Regulation D of the Securities Act), but in any event excluding any natural Person and
Holdings and its Subsidiaries and Affiliates.




          “Eligible Unbilled Accounts”: Accounts (which are Eligible Accounts except for their
failure to comply with clause (r) 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.




          “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





29









 







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 federal, state, provincial,
territorial, foreign, local or municipal laws, rules, orders, enforceable guidelines and standards,
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 Investors”: the Sponsor, Atlas Copco AB, a company organized under the laws of
Sweden, Atlas Copco Finance S.à.r.l., a company organized under the laws of Luxembourg, and each
other person that made a direct or indirect equity investment in RSC Holdings on November 27, 2006.




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




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




          “Eurocurrency Rate”: with respect to any Borrowing of Eurocurrency Loans for any
Interest Period, (i) the rate per annum determined by the U.S. Administrative Agent at
approximately 11:00 A.M. (London time) on the date that is two (2) Business Days prior to the
commencement of such Interest Period by reference to the Reuters Screen LIBOR01 for deposits in
Dollars (or such other comparable page as may, in the opinion of the U.S. Administrative Agent,
replace such page for the purpose of displaying such rates) for a period equal to such Interest
Period; provided that to the extent that an interest rate is not
ascertainable pursuant to the foregoing provisions of this definition, the “Eurocurrency Rate”
shall be the interest rate per annum (rounded upwards to the next 1/100th of 1.00%)
determined by the U.S. Administrative Agent to be the average of the rates per annum at which
deposits in Dollars are offered for such






30









 








relevant Interest Period to major banks in the London interbank market in London, England by the
U.S. Administrative Agent at approximately 11:00 A.M. (London time) on the date that is two (2)
Business Days prior to the beginning of such Interest Period, divided by (ii) a percentage
equal to 100% minus the then stated maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves required by applicable
law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding
or liabilities as defined in Regulation D of the Board (or any successor category of liabilities
under Regulation D of the Board).




          “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.




          “Existing Credit Agreement”: as defined in the Recitals hereto.




          “Existing Credit Agreement Indebtedness”: as defined in the Recitals
hereto.




          “Existing First Amendment”: as defined in the Recitals hereto.




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




          “Existing Indebtedness”: existing Indebtedness of the Loan Parties identified on
Schedule D.




          “Existing Notes”: collectively, the 2014 Senior Notes, the First Lien Last Out Notes,
the 2019 Senior Notes and the 2021 Senior Notes.




          “Extended Canadian RCF Commitment”: as defined in subsection 2.7(a)(ii).




          “Extended Incremental Term Loans”: as defined in subsection 2.7(a)(iv).




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




          “Extended U.S. RCF Commitment”: as defined in subsection 2.7(a)(ii).




          “Extending Incremental Term Lender”: as defined in subsection
2.7(a)(iv).




          “Extending RCF Lender”: an RCF Lender with an Extended U.S. RCF Commitment and/or an Extended
Canadian RCF Commitment.




          “Extension”: as defined in subsection 2.7(a).






31









 








          “Extension Amendment”: as defined in subsection 2.7(d).




          “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.




          “Extension Offer”: as defined in subsection 2.7(a).




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




          “FATCA”: Sections 1471 through 1471 of the Code (and any amended or successor version
that is substantively comparable provided that any such amended or successor version imposes
criteria that are no more onerous than those contained in such sections as enacted on the Closing
Date) and the regulations promulgated thereunder or published administrative guidance implementing
such Sections.




          “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 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 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 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






32









 







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.




          “first priority”: 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”: each fiscal month of Holdings and its Subsidiaries as described on
Schedule B.




          “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), the covenants contained in subsections 8.1
and 8.2 and all defined terms relating thereto, and the defined term “Financing Lease”, generally
accepted accounting principles in the United States of America as 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. Notwithstanding the foregoing, if at any time
the Securities and Exchange Commission requires U.S.-domiciled companies subject to the reporting
requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the
Parent Borrower may elect by written notice to the Administrative Agent to so use IFRS in lieu of
GAAP and, upon any
such notice, references herein to GAAP shall, for purposes of this Agreement, thereafter be
construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as
in effect on the date specified in such notice (with respect to subsection 4.4(c), the covenants
contained in subsections 8.1 and 8.2 and all defined terms relating thereto, and the defined term
“Financing




33









 








Lease”) and as in effect from time to time (for all other purposes under this Agreement);
provided that if the U.S. Administrative Agent (i) determines that the impact of construing
GAAP to mean IFRS pursuant to this sentence would have a material impact on calculations made in
connection with determining compliance with subsection 8.1 or 8.2 and (ii) has given the Parent
Borrower notice of such determination (which notice shall be given within 3 days of delivery by the
Parent Borrower of its notice to use IFRS in lieu of GAAP), GAAP shall not be construed to mean
IFRS with respect to subsection 4.4(c), the covenants contained in subsections 8.1 and 8.2 or any
defined terms relating thereto, or the defined term “Financing Lease” and (b) for prior periods,
GAAP as defined in the first sentence of this definition.




          “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 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.




          “Governmental Authority”: the government of the United States of America or any other
nation, or of any political subdivision thereof, whether state, provincial or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the
European Central Bank).




          “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




34









 







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 Arrangement 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 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.



          “IFRS”: International Financial Reporting Standards and applicable accounting
requirements set by the International Accounting Standards Board or any successor thereto (or the
Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of
Certified Public Accountants, or any successor to either such Board, or the Securities and Exchange
Commission, as the case may be), as in effect from time to time.



          “Immaterial Subsidiary”: any Subsidiary that (i) has 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.



          “Incremental Amendment”: as defined in subsection 2.6(d).



          “Incremental Facility Closing Date”: as defined in subsection
2.6(d).



          “Incremental Term Loan”: as defined in subsection 2.6(a).



          “Incremental Term Loan Commitment”:for each Incremental Term Loan
Lender, the commitment of such Incremental Term Loan Lender to make Incremental Term Loans pursuant
to subsection 2.6 on the applicable Borrowing Date, as such commitment (x) is




35









 







evidenced by the respective Incremental Amendment delivered pursuant to subsection 2.6(d) or
(y) may be terminated pursuant to subsection 2.3 or Section 9.



          “Incremental Term Loan Lender”: each Lender with an Incremental Term Loan
Commitment or outstanding Incremental Term Loans.



          “Incremental Term Loan Note”: a promissory note, substantially in the form attached
to the applicable Incremental Amendment, executed and delivered by the relevant Borrower to an
Incremental Term Loan Lender evidencing such Incremental Term Loan Lender’s Incremental Term Loan,
which shall be (i) delivered to such Lender on or prior to the Borrowing Date (or in connection
with any assignment pursuant to subsection 11.6(b)) with respect to such Incremental Term Loans
with appropriate insertions therein as to payee, date and principal amount, payable to such Lender
and in a principal amount equal to the unpaid principal amount of the applicable Incremental Term
Loans made by such Incremental Term Loan Lender to such Borrower (or acquired by assignment
pursuant to subsection 11.6(b)) and (ii) payable as provided in subsection 2.6.



          “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 (i) trade
liabilities incurred in the ordinary course of business and payable in accordance with customary
practices and (ii) deferred purchase price in respect of Rental Fleet which is due within one year
of the date of purchase of such Rental Fleet), (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 Canadian RCF Lender Exposure”: of any Canadian RCF Lender, at any time,
the sum of (a) the aggregate principal amount of all Canadian RCF Loans made
by such Canadian RCF Lender (using the Dollar Equivalent thereof in the case of any such
Canadian RCF Loans denominated in Canadian Dollars) and then outstanding (including any Canadian
RCF Loans made pursuant to any Canadian RCF Commitment Increase or any Extended Canadian RCF
Commitment) and (b) the Canadian RCF Letter of Credit Exposure of such Canadian RCF Lender at such
time.



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



          “Individual U.S. RCF Lender Exposure”: of any U.S. RCF Lender, at any time, the sum of (a) the
aggregate principal amount of all U.S. RCF Loans made by such U.S. RCF Lender and then outstanding
(including any U.S. RCF Loans made pursuant to any U.S. RCF





36









 







Commitment Increase or any Extended U.S. RCF Commitment), (b) the U.S. RCF Letter of Credit
Exposure of such U.S. RCF Lender at such time and (c) the Swing Line Loan Exposure of such U.S. RCF
Lender at such time.



          “Initial Agreement”: as defined in subsection 8.18(c).



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



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



          “Intercreditor Agreement”: the First Lien Intercreditor Agreement, dated as of July
1, 2009, among the 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, as the same may be amended, supplemented, waived or otherwise modified from time to time
in accordance with the terms hereof and thereof. An execution copy of the Intercreditor Agreement,
as the same is in effect on the Closing Date prior to giving effect to the Intercreditor Agreement
Amendment, is attached hereto as Exhibit E-1.



          “Intercreditor Agreement Amendment”: the First Amendment to First Lien Intercreditor
Agreement, dated as of the Closing Date, executed by the Parent Borrower, RSC and the U.S.
Collateral Agent. An execution copy of the Intercreditor Agreement Amendment is attached hereto as
Exhibit E-2.



          “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) or three (3)
months (or two (2) weeks, or six (6) or nine (9) or twelve (12) months, in each case 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) or three (3)
months (or two (2) weeks, or six (6) or nine (9) or twelve (12) months, in each case 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.



37









 






     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 Maturity
Date for any Loans shall (for all purposes other than subsection 4.12) end on the
respective 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.




          “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.




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




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






38









 








          “Junior Lien Obligations”: Permitted Junior Debt secured by a Lien on Collateral that
ranks junior to the Lien of the Secured Parties securing the Obligations.




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




          “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(a).




          “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 C 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 and Wells Fargo, as Joint Lead Arrangers and Joint Book
Managers.




          “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 Incremental Term Loans, 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 2.8(a)(ii).




          “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).





39









 








          “Liquidity Event”: the determination by the U.S. Administrative Agent that Available
RCF Commitments on any day are less than the greater of (a) $125,000,000 and (b) 12.5% of the Total
RCF Commitments on such day; 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 the greater of (a)
$125,000,000 and (b) 12.5% of the Total RCF Commitments at the time of such payment, 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 amount
described in the preceding sentence unless and until the Available RCF Commitments exceed the
greater of (a) $125,000,000 and (b) 12.5% of the Total RCF Commitments for thirty (30) consecutive
days, in which event a Liquidity Event shall no longer be deemed to be continuing.




          “Loan”: an Incremental Term Loan, RCF Loan or a Swing Line Loan (including, for the
avoidance of doubt, any RCF Loan made pursuant to any RCF Commitment Increase or any Extended RCF
Commitment), 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, any Additional Intercreditor Agreement, any Incremental Amendment, any
Extension Amendment, the U.S. Guarantee and Collateral Agreement, the Canadian Guarantee Agreement,
the Canadian Security Agreement, any other Security Documents 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, Holdings, 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, 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.





40









 








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



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




          “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.




          “Maturity Date”: (i) with respect to any portion of the Canadian RC Facility and the
U.S. RC Facility that has not been extended pursuant to subsection 2.7, February 9, 2016 (the
“Original RCF Maturity Date”), (ii) with respect to any Tranche of Incremental Term Loans
that have not been extended pursuant to subsection 2.7, the final maturity date as specified in the
applicable Incremental Amendment (the “Original Incremental Term Loan Maturity
Date”), and (iii) with respect to any Tranche of Extended Incremental Term Loans or Extended
RCF Commitments, the final maturity date as specified in the applicable Extension Amendment.




          “Maximum Incremental Amount”: as defined in subsection
2.6(a). “Minimum Extension Condition”: as defined in
subsection 2.7(c).




          “MNPI”: material non-public information with respect to Holdings, the Borrowers or any
of their Subsidiaries or with respect to the securities of any such Person.




          “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.





41











 





          “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.




          “Net Cash Proceeds”: with respect to any Asset Sale (including any Sale and Leaseback
Transaction), any Recovery Event, or the sale or 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 (other
than the Obligations), 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) and 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.








42









 








          “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.





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




          “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, the Swing Line Note and the
Incremental Term Loan Notes (if any).




          “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, regardless of whether such interest is an allowed claim in such bankruptcy or similar
proceeding), 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 Incremental Term Loan Maturity Date”: as defined in the definition of
Maturity Date in this subsection 1.1.




          “Original RCF Maturity Date”: as defined in the definition of Maturity Date in this
subsection 1.1.




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




          “Parent Entity”: any of RSC Holdings, RSC LLC I, any Other Parent Entity, and any
other Person that becomes a direct or indirect Subsidiary of RSC Holdings, RSC LLC I, or any Other
Parent Entity after the Closing Date and of which Holdings is a direct or indirect Subsidiary and
which is designated in writing by Holdings to the U.S. Administrative Agent as a “Parent Entity”.
As used herein, “Other Parent Entity” means a Person of which the then Relevant Parent Entity
becomes a direct or indirect Subsidiary after the Closing Date (it being understood that, without
limiting the application of the definition of Change of Control to the






43









 







new Relevant Parent Entity, such existing Relevant Parent Entity so becoming such a Subsidiary
shall not constitute a Change of Control).




          “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).



          “Patriot Act”: as defined in
subsection 11.17.




          “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)
Available RCF Commitments are no less than the greater of (i) $175,000,000 and (ii) 17.5% of the
Total RCF Commitments at such time immediately after giving effect to the making of such Specified
Payment, (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, provided that if the
Available RCF Commitments on the date of the proposed Specified Payment exceed the greater of (i)
$350,000,000 and (ii) 35% of the Total RCF Commitments at such time (after giving pro forma effect
to the then proposed Specified Payment), then this clause (c) shall not apply to such Specified
Payment, 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, (i) at least one (1) Business Day prior to making the
proposed Specified Payment, 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 applicable
amount specified in clause (b) of this definition and (ii) prior to the making of the proposed
Specified Payment, the Borrowers shall have delivered to the U.S. Administrative Agent a
certificate executed by a Responsible Officer certifying compliance with the requirements of
clauses (a), (b) and (c) (if applicable) of this definition, and containing the calculations (in
reasonable detail) required by preceding clauses(b) and (c) (if applicable) 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, Canadian
RCF Letters of Credit or any Incremental Term Loans made to the Canadian Borrowers, “Payment
Office” shall mean the office of the Canadian Administrative Agent





44









 







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.




          “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) the Sponsor and any of its Affiliates; (b) any investment
fund or vehicle managed, sponsored or advised by the Sponsor 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 the Relevant
Parent Entity 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 the Relevant 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; (d) any “group” (as such term is used in Section 13(d) or Section 14(d) of
the Exchange Act) of which any of the Persons specified in clauses (a) or (b) above is a member,
and any other Person that is a member of such “group”; provided that in the case of such “group”
and without giving effect to the existence of such “group” or any other “group”, such Persons
specified in clauses (a) or (b) above, collectively, have beneficial ownership, directly or
indirectly, of more than 50% of the total voting power of the Voting Stock





45









 







of the Relevant Parent Entity held by such “group”; and (e) 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 the
Sponsor’s portfolio companies or any entity controlled by any such portfolio company.




          “Permitted Junior Debt”: any Indebtedness of the Parent Borrower or any of its
Subsidiaries in the form of unsecured or secured term loans or unsecured or secured notes; provided
that in any event, unless the Required Lenders otherwise expressly consent in writing prior to the
incurrence or issuance thereof:





     (a) except as provided in clause (d) below, no such Indebtedness shall be secured by any asset
of Holdings or any of its Subsidiaries;




     (b) no such Indebtedness shall be guaranteed by any Person other than a Loan Party;




     (c) no such Indebtedness shall be subject to scheduled amortization (except for, in the case
of any such term loans, amortization in a per annum amount not to exceed 5% of the initial
principal amount thereof) or have a final maturity prior to the date occurring 91 days following
the latest Maturity Date as of the date of the incurrence or issuance of such Indebtedness;




     (d) in the case of any such Indebtedness that is secured (i) the Liens securing such
Indebtedness are junior in priority relative to the Liens on the Collateral securing the
Obligations of the Loan Parties and such Indebtedness is permitted to be secured pursuant to
subsection 8.3(r) and (ii) a Permitted Junior Debt Representative acting on behalf of the holders
of such Indebtedness shall have become party to a Permitted Junior Debt Intercreditor Agreement or,
to the extent that such Indebtedness constitutes First Lien Last Out Notes (as defined in the
Intercreditor Agreement), the Intercreditor Agreement; provided that if such Indebtedness is the
initial incurrence of Permitted Junior Debt (other than First Lien Last Out Notes (as defined in
the Intercreditor Agreement)) by Holdings or any of its Subsidiaries that is secured by assets of
Holdings or any of its Subsidiaries, then the applicable Borrowers and Guarantors that are obligors
with respect to such Indebtedness, the applicable Collateral Agent and the Permitted Junior Debt
Representative for such Indebtedness shall have executed and delivered the Permitted Junior Debt
Intercreditor Agreement; and




     (e) the terms and conditions of the Permitted Junior Debt Documents evidencing such
Indebtedness shall be reasonably satisfactory to the U.S. Administrative Agent (it being understood
that (A) in the case of Permitted Junior Debt in the form of unsecured notes issued pursuant to an
indenture, provisions of the Permitted Junior Debt Documents that are substantially similar to the
corresponding provisions of the 2014 Senior Note Documents shall be reasonably satisfactory to the
U.S. Administrative Agent, (B) in the case of Permitted Junior Debt in the form of secured notes
issued pursuant to an indenture, provisions of the Permitted Junior Debt Documents that are
substantially similar to the corresponding provisions of the First Lien Last Out Note Documents
shall be reasonably satisfactory to the U.S. Administrative Agent and (C) in



46









 






the case of Permitted Junior Debt in the form of term loans incurred pursuant to a loan
agreement, provisions of the Permitted Junior Debt Documents that are substantially similar
to the corresponding provisions of this Agreement shall be reasonably satisfactory to the
U.S. Administrative Agent, provided that, in the case of this clause (C), (i) any
cross-default to the Obligations contained in any such loan agreement shall be limited to a
cross-payment default and shall be subject to a grace period reasonably acceptable to the
U.S. Administrative Agent, (ii) in the event that any such loan agreement contains
financial maintenance covenants, except as may otherwise be agreed to by the Administrative
Agent, such financial maintenance covenants shall be limited to those set forth in
subsection 8.1 of this Agreement (with the financial definitions contained therein to be no
more restrictive to the Borrowers than the comparable definitions used in this Agreement)
and in the case of the Consolidated Leverage Ratio covenant, shall have corresponding
maximum ratio levels at least 15% greater than those set forth in Section 8.1(a), and in
the case of the minimum Consolidated Fixed Charge Coverage Ratio covenant, shall have
corresponding minimum ratio levels at least 15% lower than those set forth in Section
8.1(b) and (iii) no such loan agreement shall be deemed to be unsatisfactory to the
Administrative Agent solely by virtue of the absence of so-called “Payment Conditions”
provisions).


The incurrence of Permitted Junior Debt shall be deemed to be a representation and warranty by
Holdings, the Borrowers and each of their respective Subsidiaries that all conditions thereto have
been satisfied in all material respects and that same is permitted in accordance with the terms of
this Agreement, which representation and warranty shall be deemed to be a representation and
warranty for all purposes hereunder.




          “Permitted Junior Debt Documents”: each agreement, document or instrument relating to
the incurrence of Permitted Junior Debt, in each case 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.




          “Permitted Junior Debt Intercreditor Agreement”: an agreement by and among the
applicable Collateral Agent and a Permitted Junior Debt Representative for the holders of Junior
Lien Obligations and acknowledged by the Borrowers and the Guarantors that are obligors in respect
of such Junior Lien Obligations providing for the subordination of the Liens securing such Junior
Lien Obligations to the Liens securing the Obligations on terms no less favorable to the Secured
Parties than the Intercreditor Agreement (or on terms otherwise agreed to by the Administrative
Agent) (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).




          “Permitted Junior Debt Representative” shall mean, with respect to any Permitted
Junior Debt that is secured on a junior priority basis with respect to the Obligations, the
trustee, administrative agent, collateral agent, security agent, security trustee or similar agent
under the indenture, collateral trust agreement or other agreement pursuant to which such Permitted
Junior Debt is issued, incurred or otherwise obtained and each of their successors in such
capacities.




          “Permitted Liens”: as defined in subsection 8.3.





47









 








          “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.




          “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, priority, validity or effect of security interests.




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




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Margin for RCF	 	 	 	 
	 	 	Applicable	 	 	 	 	 	 	Loans	 	 	 	 
	 	 	Margin for RCF	 	 	Applicable	 	 	Maintained as	 	 	 	 
	 	 	Loans	 	 	Margin for RCF	 	 	Eurocurrency	 	 	 	 
	 	 	Maintained as	 	 	Loans	 	 	Loans and	 	 	 	 
	 	 	ABR Rate ABR	 	 	Maintained as	 	 	Bankers’	 	 	Applicable	 
	Consolidated	 	Loans and Swing	 	 	Canadian Prime	 	 	Acceptance	 	 	Margin for BA	 
	Leverage Ratio	 	Line Loans	 	 	Rate ABR Loans	 	 	Loans	 	 	Fees	 
	Greater than or
equal to
5.25:1.00
	 	 	1.75	%	 	 	1.75	%	 	 	2.75	%	 	 	2.75	%
	Greater than or
equal to
4.25:1.00 but less
than 5.25:1.00
	 	 	1.50	%	 	 	1.50	%	 	 	2.50	%	 	 	2.50	%
	Less than
4.25:1.00
	 	 	1.25	%	 	 	1.25	%	 	 	2.25	%	 	 	2.25	%






          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; and




          (b) RCF Commitments:




	 	 	 	 	 
	 	 	Applicable Commitment	 
	Average RCF Loan Utilization	 	Fee Rate	 
	Greater than 50%
	 	 	0.375	%
	Equal to or less than 50%
	 	 	0.500	%






48









 






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




          “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 Increase”: as defined in subsection 2.6(a).




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




          “RCF Commitments”: as to any RCF Lender, its U.S. RCF Commitment and its Canadian RCF
Commitment. The amount of the aggregate RCF Commitments of the RCF Lenders on the Closing 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 U.S. RCF Loan and each Canadian RCF Loan (including any U.S. RCF Loan
or Canadian RCF Loan made pursuant to any Canadian RCF Commitment Increase or any Extended Canadian
RCF Commitment).




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




          “Recapitalization Agreement”: Recapitalization Agreement, dated as of
October 6, 2006 (as the same may be amended, modified and/or supplemented from time to time
prior to the date hereof), 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, and RSC Holdings Inc. (formerly known as Atlas Copco North America,
Inc.), a Delaware corporation.




          “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






49









 







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.




          “Refinancing”: the refinancing of the Existing Credit Agreement with the proceeds of
this Agreement.




          “Refinancing Agreement”: as defined in subsection 8.18(c).




          “Refunded Swing Line Loans”: as defined in subsection 2.4(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 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 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, 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 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)






50









 







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 RSC Holdings 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 RSC Holdings’ 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 (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.




          “Relevant Parent Entity”: (i) Holdings, so long as Holdings is not a Subsidiary of a
Parent Entity, and (ii) any Parent Entity, so long as Holdings is a Subsidiary thereof and such
Parent Entity is not a Subsidiary of any other Parent Entity. On the Closing Date, the Relevant
Parent Entity is RSC Holdings.





51









 








          “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”: Non-Defaulting Lenders, the sum of whose (x) Incremental Term Loan
Commitments (if any), (y) outstanding principal amount of Incremental Term Loans and (z) RCF
Commitments (or after the termination of the RCF Commitments, total Individual RCF Lender
Exposures) as of the respective date of determination represent greater than 50% of the sum of (x)
Incremental Term Loan Commitments (if any), (y) the outstanding principal amount of Incremental
Term Loans and (z) the RCF Commitments (or, after the termination of the RCF Commitments, the total
Individual 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 and (d) with
respect to ERISA matters, the senior vice president — human resources (or substantial equivalent)
of such Person.




          “RSC”: as defined in the Preamble hereto.




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




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




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





52









 








          “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).




          “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.




          “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
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; (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; (e) such equity contribution is not used,
directly or indirectly, to redeem or repurchase any Existing Notes and (f) there shall be no pro
forma reduction in Indebtedness with the





53









 







proceeds of any such equity contribution for purposes of determining compliance with subsection 8.1
as of the last day of the fiscal quarter immediately prior to the fiscal quarter in which such
equity contribution was made.




          “Specified Maturity Date”: as defined in subsection 2.5(g).




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




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




          “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 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






54









 







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.




          “Successor Company”: as defined in subsection 8.18(b).




          “Supermajority Lenders”: Non-Defaulting Lenders, the sum of whose (x)Incremental Term Loan Commitments (if any), (y) outstanding principal amount of Incremental Term
Loans and (z) RCF Commitments (or after the termination of the RCF Commitments, total Individual
RCF Lender Exposures) as of the respective date of determination represent greater than 66 2/3% of
the sum of (x) Incremental Term Loan Commitments (if any), (y) the outstanding principal amount of Incremental Term Loans and (z) the RCF Commitments (or, after the
termination of RCF Commitments, the total Individual RCF Lender Exposures) of all Non-Defaulting
Lenders at such time.




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




          “Swing Line Lender”: DBNY, in its capacity as provider of the Swing Line Loans or any
successor swing line lender hereunder; provided that, if any Extension or Extensions of U.S. RCF
Commitments is or are effected in accordance with subsection 2.7, then on the occurrence of each
U.S. RCF Issuing Lender/Swing Ling Termination Date, the Swing Line Lender at such time, unless
otherwise agreed among such Swing Line Lender and the U.S. Borrowers, shall have the right to
resign as Swing Line Lender on, or on any date within twenty (20) Business Days after, the
respective U.S. Issuing Lender/Swing Line Termination Date, in each case upon not less than ten
(10) days’ prior written notice thereof to the U.S. Borrowers and the U.S. Administrative Agent
and, in the event of any such resignation and upon the effectiveness thereof, the U.S. Borrowers
shall repay any outstanding Swing Line Loans made by the respective entity so resigning and such
entity shall not be required to make any further Swing Line Loans hereunder. If at any time the
Swing Line Lender has resigned in such capacity in accordance with the preceding sentence, then no
Person shall be the Swing Line Lender hereunder obligated to make Swing Line Loans unless and until
(and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the U.S.
Administrative Agent and the U.S. Borrowers agrees to act as the Swing Line Lender hereunder.




          “Swing Line Loan Exposure”: of any U.S. RCF Lender, at any time, such U.S. RCF
Lender’s U.S. RCF Commitment Percentage of all then outstanding Swing Line Loans; it being
understood and agreed that the Swing Line Loan Exposure of each U.S. RCF Lender is subject to
reallocation to the extent provided under subsections 2.7(a)(ii) and 2.8.






55









 








          “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 Amended and Restated Tax Sharing Agreement,
originally dated as of November 27, 2006 and amended and restated as of the Closing Date, among RSC
Holdings, 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 RCF Lenders at such time. The Total Canadian RCF Commitment on the Closing
Date is $75,000,000.




          “Total RCF Commitment”: at any time, the sum of the Total U.S. RCF Commitment and
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 Lenders at such time. The Total U.S. RCF Commitment on the Closing Date is $1,025,000,000.




          “Tranche”: the respective facility and commitments utilized in making Loans
hereunder, with there being three Tranches on the Closing Date; namely, U.S. RCF Loans, Canadian
RCF Loans and Swing Line Loans. In addition, (x) any Incremental Term Loans made after the Closing
Date shall be made pursuant to a then-existing Tranche of Incremental Term Loans or an additional
Tranche which shall be designated pursuant to the respective Incremental Amendments therefor in
accordance with the relevant requirements specified in subsection 2.6 and (y) any Extended
Incremental Term Loans shall constitute a separate Tranche of Incremental Term Loans from the
Tranche of Incremental Term Loans from which they were converted, any Extended U.S. RCF Commitments
shall constitute a separate Tranche of U.S. RCF Commitments from the Tranche of U.S. RCF
Commitments from which they were converted and any Extended Canadian RCF Commitments shall
constitute a separate Tranche of Canadian RCF Commitments from the Tranche of Canadian RCF
Commitments from which they were converted so long as the terms set forth in subsection 2.7 are
satisfied.




          “Transaction”: collectively, (i) the entering into of the Loan Documents and the
incurrence of RCF Loans on the Closing Date, (ii) the consummation of the Refinancing and (iii) the
payment of all fees and expenses in connection with the foregoing.





56









 








          “Transferee”: any Participant or Assignee.




          “Tribal Sovereign”: any sovereign tribe recognized by the United States pursuant to 25
C.F.R. § 83 or by the federal government of Canada or any provincial or territorial government of
any province or territory thereof and, in each case any political subdivision, department, agency
or instrumentality of any such sovereign tribe and any corporation or other entity formed under the
laws governing such sovereign tribe or under Section 17 of the Indian Reorganization Act of 1934,
as amended.




          “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.




          “Uncommitted Incremental Facility”: as defined in subsection 2.6(a).




          “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.




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




          “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.





57









 








          “U.S. Blocked Account”: as defined in subsection 4.15(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.
Borrowers and the Qualified U.S. Subsidiary Guarantors (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




     (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 Facility,
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 Arrangements (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
Arrangements) or (y) at the U.S. Administrative Agent’s sole discretion, in another manner
acceptable to the Parent Borrower, minus




     (g) the aggregate principal amount of all Incremental Term Loans incurred by the U.S.
Borrowers and outstanding at such time, minus




     (h) in the case of any determination made pursuant this definition at any time from
and after November 1, 2014, an amount equal to the product of (i) the sum of (A) the
aggregate principal amount of outstanding 2014 Senior Notes at such time plus (B)



58









 






the aggregate amount of all accrued and unpaid interest thereon multiplied by (ii) a
percentage equal to a fraction (expressed as a percentage) the numerator of which is the
sum of (A) Total U.S. RCF Commitment at such time and (B) the aggregate principal amount of
Incremental Term Loans incurred by the U.S. Borrowers and oustanding at such time and the
denominator of which is the sum of (1) the Total U.S. RCF Commitment at such time, (2) the
Total Canadian RCF Commitment at such time and (3)the aggregate principal amount of Incremental Term Loans outstanding at such time.



          “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 F-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 revolving credit facility available to the U.S. Borrowers
hereunder pursuant to subsection 2.1(a), as such revolving credit facility may be increased from
time to time pursuant to subsection 2.6 hereof or extended in whole of in part from time to time
pursuant to subsection 2.7 hereof.




          “U.S.
RCF Commitment”: with respect to each U.S. RCF Lender, the commitment of such 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 (as such schedule may be modified from
time to time pursuant to subsection 2.6(d) hereof) or as may be set forth in the Register from time
to time. For the avoidance of doubt, “U.S. RCF Commitment” shall include any Extended U.S. RCF Commitment.




          “U.S. RCF Commitment Increase”: as defined in subsection 2.6(a).



          “U.S. RCF Commitment Increase Lender”: as defined in subsection 2.6(e).




          “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
U.S. RCF Commitment 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; provided, further, that for the purposes of subsection 2.8,
when a Defaulting Lender shall exist, the “U.S. RCF Commitment Percentage” of any U.S. RCF Lender
shall mean the percentage of the Total





59









 







U.S. RCF Commitment, disregarding any Defaulting Lender’s U.S. RCF Commitment, represented by such
U.S. RCF Lender’s U.S. RCF Commitment.




          “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. Administrative
Agent (such consent not to be unreasonably withheld or delayed), agrees, in such U.S. RCF Lender’s
sole discretion, to become a U.S. RCF Issuing Lender for the purpose of issuing U.S. RCF Letters of
Credit; provided that, if any Extension or Extensions of U.S. RCF Commitments is or are effected in
accordance with subsection 2.7, on the occurrence of the Original RCF Maturity Date and on each
later date which is or was at any time a Maturity Date with respect to U.S. RCF Commitments (each,
an “U.S. RCF Issuing Lender/Swing Line Termination Date”), each U.S. RCF Issuing Lender at such
time, unless otherwise agreed among such U.S. RCF Issuing Lender and the U.S. Borrowers, shall have
the right to resign as a U.S. RCF Issuing Lender on, or on any date within twenty (20) Business
Days after, the respective U.S. RCF Issuing Lender/Swing Line Termination Date, in each
case upon not less than ten (10) days’ prior written notice thereof to the U.S. Borrowers and the
U.S. Administrative Agent and, in the event of any such resignation and upon the effectiveness
thereof, the respective entity so resigning shall retain all of its rights hereunder and under the
other Loan Documents as a U.S. RCF Issuing Lender with respect to all U.S. RCF Letters of Credit
theretofore issued by it (which U.S. RCF Letters of Credit shall remain outstanding in accordance
with the terms hereof until their respective expirations) but shall not be required to issue any
further U.S. RCF Letters of Credit hereunder. If at any time, each U.S. RCF Issuing Lender has
resigned in such capacity in accordance with the preceding sentence, then no Person shall be a U.S.
RCF Issuing Lender hereunder obligated to issue U.S. RCF Letters of Credit unless and until a
Lender becomes a U.S. RCF Issuing Lender hereunder in accordance with clause (ii) above.




          “U.S. RCF Issuing Lender/Swing Line Termination Date”: as defined in the definition
of U.S. RCF Issuing Lender in this subsection 1.1.





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




          “U.S. RCF Letter of Credit Exposure”: of any U.S. RCF Lender, at any time, such U.S.
RCF Lender’s U.S. RCF Commitment Percentage of all then outstanding U.S. RCF L/C Obligations; it
being understood and agreed that the U.S. RCF Letter of Credit Exposure of






60









 







each U.S. RCF Lender is subject to reallocation to the extent provided under subsections 2.7(a)(ii)
and 2.8.




          “U.S. RCF Letters of Credit”: Letters of Credit issued by a U.S. RCF Issuing Lender
to, or for the account of, the U.S. Borrowers, pursuant to subsection 3.1. “U.S. RCF Letters of
Credit” shall include each Existing Letter of Credit listed on Schedule 3.1(a).



          “U.S. RCF Loan”: as
defined in Subsection 2.1(a). For the avoidance of doubt, “U.S. RCF Loan” shall include any loan
made pursuant to any U.S. RCF Commitment Increase or any Extended U.S. RCF Commitment.




          “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).




          “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 (a) the then outstanding principal amount of such Indebtedness
into (b) the product obtained by multiplying (i) the amount of each then remaining installment or
other required scheduled payments of principal, including payment at final





61











 




maturity, in respect thereof, by (ii) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment.




          “Wells Fargo”: Wells Fargo Capital Finance, LLC, in its individual capacity, and any
successor corporation thereto by merger, consolidation or otherwise.




          “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.




          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) Subject to and upon the terms and conditions set forth
herein, each Lender with a U.S. RCF Commitment severally agrees to make, at any time during the RCF
Commitment Period, revolving loans to the U.S. Borrowers (on a joint and several basis as between
the U.S. Borrowers) (each a “U.S. RCF Loan” and, collectively, the “U.S. RCF
Loans”), which 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 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;



62









 






     (iv) shall not be made (and shall not be required to be made) by any 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 U.S. RCF Lender Exposure of such U.S. RCF Lender
to exceed the amount of its U.S. RCF Commitment at such time;




     (v) shall not be made (and shall not be required to be made) by any 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 U.S. RCF Lender Exposure to exceed the Total U.S.
RCF Commitment as then in effect;




     (vi) shall not be made (and shall not be required to be made) by any 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 U.S. RCF Lender Exposure to exceed 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 (I) the aggregate unpaid balance of Extensions of
Credit to, or for the account of, the U.S. Borrowers pursuant to the Canadian RC Facility
plus (II) 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 (III) the aggregate
unpaid balance of Extensions of Credit to, or for the account of, Canadian Finco pursuant to
the Canadian RC Facility; and




     (vii) shall not be made (and shall not be required to be made) by any U.S. RCF Lender
to the extent any such U.S. RCF Loans to be made by such U.S. RCF Lender would exceed the
then Available U.S. RCF Commitments of such U.S. RCF Lender.



          (b) Subject to and upon the terms and conditions set forth herein, each Canadian RCF Lender
severally agrees to make, at any time and from time to time during the 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 revolving 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 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 “Canadian RCF Loan” and, collectively, the “Canadian RCF
Loans”); which Canadian RCF Loans:





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



63









 






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 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
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 Canadian RCF Lender Exposure of such Canadian RCF Lender
to exceed the amount of its Canadian RCF Commitment at such time;




     (v) shall not be made (and shall not be required to be made) by any
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 Aggregate Canadian RCF Lender Exposure to
exceed the lesser of (x) the Total Canadian RCF Commitments as then in
effect and (y) 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
Canadian RCF Lender (including through any Non-Canadian Affiliate of any
Canadian RCF Lender) to the extent any such Canadian RCF Loans to be
made by such Canadian RCF Lender would exceed the then Available
Canadian RCF Commitments of such Canadian RCF Lender;




     (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



64









 






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), (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 and (iii)
other amounts which pursuant to insolvency legislation must be paid in priority to or pari passu
with any Obligations, such as Canadian Priority Payables; 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, Canadian Priority Payables and Availability Reserves contemplated in clauses (i), (j) and
(k) of the definition of Eligible Accounts, 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 applied 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





65









 







Eligible Inventory reappraised by Rouse Asset Services or another qualified appraisal company
selected by the U.S. Administrative Agent or the Canadian Administrative 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), (II) when added to the Aggregate U.S. RCF Lender Exposure as then in
effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total U.S. RCF
Commitment at such time or (III) when added to the sum of (1) the Aggregate U.S. RCF Lender
Exposure as then in effect (immediately prior to such Agent Advance) plus (2) 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.






66









 







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 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 on or prior to the Closing Date or in connection with an RCF Commitment Increase, an
Extension Amendment or 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-1, 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 U.S. RCF Loans or Canadian RCF Loans,
as applicable, made by such RCF Lender to such Borrower. Each RCF Note shall (i) be dated (A) in
the case of any RCF Note issued in connection with RCF Commitments on the Closing Date, the Closing
Date, (B) 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, (C)
in connection with any RCF Note issued in connection with an RCF Commitment Increase, the date of
such RCF Commitment Increase and (D) in the case of an RCF Note issued in connection with an
Extension Amendment, the effective date of such Extension Amendment, (ii) be stated to mature on
the applicable 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).




          2.2 Procedure for Borrowings. Whenever the Borrowers desire to 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, (b) 11:00 a.m. New York City time, at least one (1) Business Day prior to the requested
Borrowing Date, if the requested Loans are to be




67









 







Incremental Term Loans that are ABR Loans and (c) 11:00 a.m., New York City time on the requested
Borrowing Date, if the requested Loans are to be RCF Loans that are 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 U.S. RCF Loans, Canadian RCF Loans or
Incremental Term 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, an integral multiple of $5,000,000 (or, in the
case of Loans made to the Canadian Borrowers, Cdn$5,000,000) or an integral 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); provided that
the minimum amounts (if any) applicable to Borrowings of Incremental Term Loans shall be as agreed
to in the Incremental Amendment pursuant to which such Incremental Term Loans are provided. 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 Lenders
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
Bankers’ 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.




68









 








          2.3 Termination or Reduction of Commitments. 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
Incremental Term Loan Commitments, U.S. RCF Commitments, Canadian RCF Commitments or, from time to
time, to reduce the amount of the Incremental Term Loan Commitments, U.S. RCF Commitments or
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, (a) the
aggregate principal amount of the U.S. RCF Loans and Swing Line Loans then outstanding, when added
to the sum of the then outstanding U.S. RCF L/C Obligations, would exceed the U.S. RCF Commitments
then in effect or (b) the aggregate principal amount of the Canadian RCF Loans then outstanding
(including in the case of 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 Canadian RCF L/C Obligations, would exceed the 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).




          2.4 Swing Line Commitments. (a) 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 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,
U.S. RCF Loans and U.S. RCF L/C Obligations exceed the lesser of (1) the Total U.S. RCF Commitment
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 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)
(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), (B) the aggregate unpaid balance of Extensions of Credit to, or for the account
of, the U.S. Borrowers pursuant to the Canadian RC Facility and (C) 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 Original RCF Maturity
Date (or, with respect to Swing Line Loans outstanding pursuant to an Extended U.S. RCF Commitment
(after giving effect to subsection 2.5(g)), the Maturity Date applicable thereto), 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








69









 







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 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.




          (b) Each Borrower agrees that, upon the request to the U.S. Administrative Agent by the Swing
Line Lender made on or prior to the Closing 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-2, 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. The Swing
Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Original 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 U.S. RCF Lender, including the Swing Line Lender, to make a U.S. RCF Loan as
an ABR Loan in an amount equal to such U.S. RCF Lender’s U.S. RCF Commitment Percentage of the
principal 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 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 U.S. RCF
Lender hereby agrees to make the proceeds of its 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 U.S. RCF Commitment of such, or any other,
U.S. RCF Lender at such time. The proceeds of such U.S. RCF Loans shall be immediately applied to
repay the Refunded Swing Line Loans.





70









 








          (d) If the U.S. RCF Commitments shall expire or terminate at any time while Swing Line Loans
are outstanding, each U.S. RCF Lender shall, at the option of the Swing Line Lender, exercised
reasonably, either (i) notwithstanding the expiration or termination of the U.S. RCF Commitments,
make a U.S. RCF Loan as an ABR Loan (which U.S. RCF Loan shall be deemed a “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 U.S. RCF
Lender’s U.S. RCF Commitment Percentage (determined on the date of, and immediately prior to,
expiration or termination of the 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 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
U.S. RCF Lenders to share in such Swing Line Loans ratably based upon their respective 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 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 U.S. RCF Loans made as ABR Loans hereunder for
each day thereafter. Each U.S. RCF Lender will make the proceeds of any 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
U.S. RCF Commitments expire or terminate, in Dollars. The proceeds of such U.S. RCF Loans shall be
immediately applied to repay the Swing Line Loans outstanding on the date of termination or
expiration of the U.S. RCF Commitments. In the event that the U.S. RCF Lenders purchase undivided
participating interests pursuant to the first sentence of this paragraph (d), each 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 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 U.S. RCF Lender
such 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




71









 







York City time, on a Business Day, distribute to such 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 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 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 U.S. RCF Lender’s obligation to make the 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 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 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 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.




          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 Incremental Term Loan Lender under any Tranche of Incremental Term Loans the
then unpaid principal amount of each Incremental Term Loan under such Tranche of such Lender made
to such U.S. Borrower, on the Maturity Date applicable thereto (or such earlier date on which the
Incremental Term Loans become due and payable pursuant to Section 9); (ii) each U.S. RCF
Lender or each Canadian RCF Lender, as applicable, the then unpaid principal amount of each RCF
Loan of such Lender made to such U.S. Borrower, on the Original RCF Maturity Date (or (A) such
earlier date on which the RCF Loans become due and payable pursuant to Section 9 and (B)
with respect to any RCF Loans outstanding pursuant to an Extended Canadian RCF Commitment or
Extended U.S. RCF Commitment, the Maturity Date applicable thereto); and (iii) the Swing Line
Lender, the then unpaid principal amount of the Swing Line Loans made to such U.S. Borrower, on the
Original RCF Maturity Date (or (i) such earlier date on which the Swing Line Loans become due and
payable pursuant to Section 9 and (ii) with respect to any Swing Line Loans outstanding
pursuant to an Extended U.S. RCF Commitment (after giving effect to subsection 2.5(g)), the
Maturity Date applicable thereto). 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




72









 







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 each Canadian RCF Lender, the then
unpaid principal or face amount, as the case may be, of each Canadian RCF Loan of such Lender made
to such Canadian Borrower, on the Original RCF Maturity Date (or (i) such earlier date on which the
Canadian RCF Loans become due and payable pursuant to Section 9 and (ii) with respect to
any Canadian RCF Loans outstanding pursuant to an Extended Canadian RCF Commitment, the Maturity
Date applicable thereto). 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 Agent (in Dollars), for the
account of each Canadian RCF Lender, the then unpaid principal amount of each Loan of such Lender
made to Canadian Finco, on the respective 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, whether such Loans are Incremental Term Loans, U.S. RCF Loans, Canadian
RCF Loans or Swing Line Loans, and the Tranche of such Loans, if applicable, (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





73









 







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.




          (g) If the Maturity Date (a “Specified Maturity Date”) shall occur in respect of any
Tranche of U.S. RCF Commitments at a time when another Tranche or Tranches of U.S. RCF Commitments
is or are in effect with a longer Maturity Date, then on such Specified Maturity Date all then
outstanding Swing Line Loans shall be repaid in full (and there shall be no adjustment to the
participations in such Swing Line Loans as a result of the occurrence of such Maturity Date);
provided, however, that to the extent on the occurrence of such Specified Maturity Date
(after giving effect to any repayments of RCF Loans and any reallocation of Letter of Credit
participations as contemplated in subsection 3.10), there shall exist sufficient unutilized
Extended U.S. RCF Commitments so that the respective outstanding Swing Line Loans could be incurred
pursuant to the Extended U.S. RCF Commitments which will remain in effect after the occurrence of
such Specified Maturity Date, then there shall be an automatic adjustment on such date of the
participations in such Swing Line Loans based on the U.S. RCF Commitment Percentages of the Lenders
after giving effect to the occurrence of the Specified Maturity Date, and the same shall be deemed
to have been incurred and be outstanding solely pursuant to the relevant Extended U.S. RCF
Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such
Specified Maturity Date.




          2.6 Incremental Credit Extensions. (a) Subject to the terms and conditions set forth
in this Section 2.6, at any time and from time to time after the Closing Date (i) the Canadian
Borrowers shall have the right, by notice to the Canadian Administrative Agent (whereupon the
Canadian Administrative Agent shall promptly deliver a copy to each of the Canadian RCF Lenders),
to request an increase of the aggregate then outstanding Canadian RCF Commitments on the same terms
as the Canadian RC Facility (a “Canadian RCF Commitment Increase”), (ii) the U.S.
Borrowers shall have the right, by notice to the U.S. Administrative Agent (whereupon the U.S.
Administrative Agent shall promptly deliver a copy to each of the U.S. RCF Lenders), to request an
increase of the aggregate then outstanding U.S. RCF Commitments on the same terms as the U.S. RCF
Facility (a “U.S. RCF Commitment Increase” and, together with a U.S. RCF Commitment
Increase, an “RCF Commitment Increase”) and/or (iii) the Borrowers shall have the right, by notice
to (x) in the case of the U.S. Borrowers, the U.S. Administrative Agent (whereupon the U.S.
Administrative Agent shall promptly deliver a copy to each of the U.S. RCF Lenders) and (y) in the
case of the Canadian Borrowers or Canadian Finco, the Canadian Administrative Agent (whereupon the
Canadian Administrative Agent shall promptly deliver a copy to each of the Canadian RCF Lenders),
to request the establishment of one or more tranches of new term loans (including any Extended
Incremental Term Loans, the “Incremental Term Loans”), in a maximum aggregate
principal amount for all such RCF Commitment Increases and Incremental Term Loans not to exceed
$400,000,000 (the “Maximum Incremental Amount”) (any such RCF Commitment Increase
and/or tranche of Incremental Term Loans hereinafter referred to as an “Uncommitted Incremental
Facility”), provided that (i) both at the time of any such request and upon the
effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall
exist or result therefrom and at the time that any such Incremental Term Loan is made (and after
giving effect thereto) no Default or Event of Default shall exist or result therefrom, (ii) both at
the time of any such request and upon the effectiveness of any Incremental Amendment referred to
below, all of




74









 







the representations and warranties of each Loan Party set forth in Section 5 and in each
other Loan Document shall be true and correct in all material respects as of such time (except to
the extent such representations and warranties expressly relate to an earlier date, in which case
they shall be true and correct in all material respects as of such earlier date), (iii) (x) any
such Uncommitted Incremental Facility provided to a U.S. Borrower or Canadian Finco shall benefit
from the guarantees provided pursuant to the U.S. Guarantee and Collateral Agreement, shall be
secured by the same Collateral as the U.S. RC Facility, shall rank pari passu in
right of payment with the U.S. RC Facility and the Canadian RC Facility, and shall rank pari
passu in right of security with the U.S. RC Facility and any Tranche of Incremental Term Loans
provided to a U.S. Borrower or Canadian Finco and (y) any such Uncommitted Incremental Facility
provided to a Canadian Borrower shall benefit from the guarantees provided pursuant to the U.S.
Guarantee and Collateral Agreement and the Canadian Guarantee Agreement, shall be secured by the
same Collateral as the Canadian RC Facility, shall rank pari passu in right of payment with
the U.S. RC Facility, the Canadian RC Facility and any Incremental
Term Loans, and shall rank pari passu in right of security with the Canadian RC Facility and any Tranche of
Incremental Term Loans provided to a Canadian Borrower, (iv) prior to or substantially concurrently
with the effectiveness of any Incremental Amendment, (1) the applicable Borrowers, the applicable
Administrative Agent, the applicable Lenders, if any, and the applicable Additional Lenders (as
defined below), if any, shall have executed and delivered such Incremental Amendment, (2) the
Parent Borrower shall have delivered to the U.S. Administrative Agent an officers certificate
(accompanied to the extent applicable by calculations in reasonable detail) executed by a
Responsible Officer of the Parent Borrower certifying that the relevant Uncommitted Incremental
Facility (and the indebtedness thereunder) may be incurred in compliance with Holdings’ and its
Subsidiaries’ material Indebtedness, (3) the U.S. Administrative Agent shall have received a legal
opinion or legal opinions from counsel to the applicable Borrowers and all other documentation
reasonably requested by it in connection with the relevant Uncommitted Incremental Facility which
shall be reasonably satisfactory to it, and (4) the applicable Borrowers shall have paid such fees
and other compensation to the Lenders or Additional Lenders providing RCF Commitment Increases or
Incremental Term Loans and to the Administrative Agents as the applicable Borrowers and such
Lenders, Additional Lenders and Administrative Agents shall agree, and (v) all aspects of the
syndication of each Uncommitted Incremental Facility shall be coordinated by the U.S.
Administrative Agent in consultation with the applicable Borrowers.




          (b) All Incremental Term Loans (i) shall mature no earlier than the then latest Maturity Date
at the time of the effectiveness of the relevant Incremental Amendment (unless subject to an
Extension pursuant to subsection 2.7), (ii) shall have an interest rate as may be agreed to by the
applicable Borrowers and the applicable Lenders and/or Additional Lenders providing such
Incremental Term Loans, (iii) shall have an average life to maturity not shorter than the remaining
Weighted Average Life to Maturity of any Tranche of then-existing Incremental Term Loans and (iv)
shall be subject to such mandatory prepayments (if any) as may be agreed to among the respective
Incremental Term Loan Lenders providing such Incremental Term Loans and the applicable Borrowers;
provided that all such mandatory prepayments shall be subject to the prior prepayment of
RCF Loans and cash collateralization of L/C Obligations to the extent provided in subsection
4.4(e)(i), and (v) shall be subject to such amortization (if any) as may be agreed to among the
respective Incremental Term Loan Lenders providing such Incremental Term Loans and the applicable
Borrowers; provided that the per annum amount of




75









 







such amortization shall not exceed 5% of the initial aggregate principal amount of Incremental Term
Loans incurred pursuant to any Incremental Amendment.




          (c) Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is
not less than $25,000,000 and shall be in an increment of $1,000,000 and each RCF Commitment
Increase shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in
an increment of $1,000,000 (provided that in each case such amount may be less if such
amount represents all remaining availability under the limit set forth in the first sentence of
subsection 2.6(a)). An RCF Note or Incremental Term Loan Note, as applicable (to the extent
requested), will be issued at the applicable Borrowers’ expense, to each Lender and Additional
Lender providing the respective Uncommitted Incremental Facility, in conformance with the
requirements of this Agreement (with appropriate modification), to the extent necessary to reflect
the RCF Commitment Increase or Incremental Term Loans of such Lender or Additional Lender.




          (d) Each notice from the Borrowers pursuant to subsection 2.6(a) shall set forth the requested
amount and proposed terms of the relevant Incremental Term Loans or RCF Commitment Increases.
Incremental Term Loans may be made, and RCF Commitment Increases may be provided, by any existing
Lender (but no existing Lender will have any right or obligation to provide all or any portion of
any Incremental Term Loan or any portion of any RCF Commitment Increase) or by any other bank or
other financial institution (any such other bank or other financial institution being called an
“Additional Lender”), provided that any Additional Lender which is not an existing
Lender shall be subject to the approval of, (X) in the case of the U.S. RC Facility, the U.S.
Administrative Agent, the U.S. RCF Issuing Lender and the U.S. Borrowers, (Y) in the case of the
Canadian RC Facility, the Canadian Administrative Agent, the Canadian RCF Issuing Lender and the
Canadian Borrowers and (Z) in the case of any such Additional Lender providing an Incremental Term
Loan Commitment, the U.S. Administrative Agent and the Parent Borrower (in the case of clauses (X),
(Y) and (Z), each such approval not to be unreasonably withheld). Commitments in respect of
Incremental Term Loans and RCF Commitment Increases shall become Commitments (or in the case of a
RCF Commitment Increase to be provided by an existing RCF Lender, an increase in such Lender’s U.S.
RCF Commitment (in the case of a U.S. RCF Commitment Increase) and/or Canadian RCF Commitment (in
the case of a Canadian RCF Commitment Increase)) under this Agreement pursuant to an amendment (an
“Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents,
executed by the applicable Borrowers, each Lender agreeing to provide such Commitment, if any, each
Additional Lender agreeing to provide such Commitment, if any, the U.S. Administrative Agent or the
Canadian Administrative Agent, as applicable, and the U.S. Collateral Agent or the Canadian
Collateral Agent, as applicable. The Incremental Amendment may, without the consent of any Lender,
effect such amendments to this Agreement and the other Loan Documents (including, without
limitation, amendments to subsections 4.4(a), 4.4(e), 4.8(a) and 4.15(e) hereof) as may be
necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable
Borrowers, to effect the provisions of this subsection 2.6; provided that no Lender shall
be required to provide an RCF Commitment Increase or any Incremental Term Loans unless such Lender
(i) has agreed in its sole discretion to provide such RCF Commitment Increase and/or Incremental
Term Loans, as applicable, and (ii) has entered into an Incremental Amendment in connection
therewith. The Lenders hereby irrevocably authorize the U.S. Administrative Agent, Canadian
Administrative




76









 







Agent, U.S. Collateral Agent and Canadian Collateral Agent to enter into any such Incremental
Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on
the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions
set forth in subsection 2.6(a) and such other conditions as the parties thereto shall agree. The
applicable Borrowers will use the Net Cash Proceeds of (i) the Incremental Term Loans to finance
acquisitions consummated in accordance with subsection 8.9(b) or (c), to repay, prepay or redeem
outstanding Indebtedness (and pay any applicable premium and any accrued and unpaid interest and
fees in connection therewith), or, to the extent the Payment Conditions shall have been satisfied,
for any purpose not prohibited by this Agreement and (ii) RCF Loans under RCF Commitment Increases
for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any
Incremental Term Loans or RCF Commitment Increases unless it so agrees. The U.S. Administrative
Agent shall promptly notify each Lender as to each Incremental Facility Closing Date, and at such
time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the
aggregate amount of the respective RCF Commitment Increases or Incremental Term Loans and (ii)
Schedule A shall be deemed modified, without further action, to reflect the revised U.S.
RCF Commitments and U.S. RCF Commitment Percentages of the U.S. RCF Lenders (including any
Additional Lender), the Canadian RCF Commitments and Canadian RCF Commitment Percentages of the
Canadian RCF Lenders (including any Additional Lender) or Incremental Term Loans of the Lenders
(including any Additional Lender).




          (e) Notwithstanding anything to the contrary in this Agreement, upon each increase in any U.S.
RCF Commitments pursuant to this subsection 2.6, (a) each U.S. RCF Lender immediately prior to such
increase will automatically and without further act be deemed to have assigned to each Lender
providing a portion of the U.S. RCF Commitment Increase (each a “U.S. RCF Commitment Increase
Lender”), and each such U.S. RCF Commitment Increase Lender will automatically and without
further act be deemed to have assumed, a portion of such U.S. RCF Lender’s participations hereunder
in outstanding U.S. RCF Letters of Credit and Swing Line Loans such that, after giving effect to
each such deemed assignment and assumption of participations, the percentage of the aggregate
outstanding (i) participations hereunder in U.S. RCF Letters of Credit and (ii) participations
hereunder in Swing Line Loans held by each U.S. RCF Lender (including each such U.S. RCF Commitment
Increase Lender) will equal such U.S. RCF Lender’s U.S. RCF Commitment Percentage determined after
giving effect to such increase in U.S. RCF Commitments (subject to any reallocation of such
participations pursuant to subsection 2.8) and (b) if, on the date of such increase, there are any
U.S. RCF Loans outstanding, such U.S. RCF Loans shall on or prior to the effectiveness of such U.S.
RCF Commitment Increase be prepaid from the proceeds of additional U.S. RCF Loans made hereunder
(reflecting such increase in U.S. RCF Commitments) to the extent necessary so that the U.S. RCF
Lenders participate in each outstanding U.S. RCF Loan pro rata on the basis of their U.S.
RCF Commitment Percentages determined after giving effect to such increase in U.S. RCF Commitments,
which prepayment shall be accompanied by accrued interest on the U.S. RCF Loans being prepaid and
any costs incurred by any Lender in accordance with subsection 4.12. Without limiting the
obligations of the Borrowers provided for in this subsection 2.6, the U.S. Administrative Agent and
the Lenders agree to use commercially reasonable efforts to attempt to minimize the costs of the
type referred to in subsection 4.12 which the Borrowers would otherwise incur in connection with
the implementation of an increase in the U.S. RCF Commitments. The U.S. Administrative Agent and
the Lenders hereby agree that the minimum





77









 







borrowing,
pro rata borrowing and pro rata payment requirements contained elsewhere in this
Agreement shall not apply to the transactions effected pursuant to the second preceding sentence.




          (f) Notwithstanding anything to the contrary in this Agreement, upon each increase in any
Canadian RCF Commitments pursuant to this subsection 2.6, (a) each Canadian RCF Lender immediately
prior to such increase will automatically and without further act be deemed to have assigned to
each Lender providing a portion of the Canadian RCF Commitment Increase (each a “Canadian RCF
Commitment Increase Lender”), and each such Canadian RCF Commitment Increase Lender will
automatically and without further act be deemed to have assumed, a portion of such Canadian RCF
Lender’s participations hereunder in outstanding Canadian RCF Letters of Credit such that, after
giving effect to each such deemed assignment and assumption of participations, the percentage of
the aggregate outstanding participations hereunder in Canadian RCF Letters of Credit held by each
Canadian RCF Lender (including each such Canadian RCF Commitment Increase Lender) will equal such
Canadian RCF Lender’s Canadian RCF Commitment Percentage determined after giving effect to such
increase in Canadian RCF Commitments (subject to any reallocation of such participations pursuant
to subsection 2.8) and (b) if, on the date of such increase, there are any Canadian RCF Loans
outstanding, such Canadian RCF Loans shall on or prior to the effectiveness of such Canadian RCF
Commitment Increase be prepaid from the proceeds of additional Canadian RCF Loans made hereunder
(reflecting such increase in Canadian RCF Commitments) to the extent necessary so that the Canadian
RCF Lenders participate in each outstanding Canadian RCF Loan pro rata on the basis
of their Canadian RCF Commitment Percentages determined after giving effect to such increase in
Canadian RCF Commitments, which prepayment shall be accompanied by accrued interest on the Canadian
RCF Loans being prepaid and any costs incurred by any Lender in accordance with subsection 4.12.
Without limiting the obligations of the Borrowers provided for in this subsection 2.6, the Canadian
Administrative Agent and the Lenders agree to use commercially reasonable efforts to attempt to
minimize the costs of the type referred to in subsection 4.12 which the Borrowers would otherwise
incur in connection with the implementation of an increase in the Canadian RCF Commitments. The
Canadian Administrative Agent and the Lenders hereby agree that the
minimum borrowing, pro
rata borrowing and pro rata payment requirements contained elsewhere in
this Agreement shall not apply to the transactions effected pursuant to the second preceding
sentence.




          (g) This subsection 2.6 shall supersede any provisions in subsection 4.8, 11.1 or 11.7 to the
contrary.




          2.7 Extensions of Incremental Term Loans and RCF Commitments. (a) Notwithstanding anything
to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension
Offer”) made from time to time by any of the Borrowers to all Lenders of Incremental Term Loans
with a like Maturity Date, all Lenders holding U.S. RCF Commitments with a like Maturity Date or
all Lenders holding Canadian RCF Commitments with a like Maturity Date, in each case on a
pro rata basis to the Lenders under the relevant Tranche (based on the aggregate
outstanding principal amount of the respective Incremental Term Loans, U.S. RCF Commitments or
Canadian RCF Commitments, as the case may be, under such Tranche) and on identical terms to each
such Lender, the Borrowers may from time to time extend the maturity date of all or any portion of
the Incremental Term Loans, U.S. RCF Commitments and/or Canadian RCF Commitments of any Tranche and
otherwise modify the terms of such




78









 







Incremental Term Loans, U.S. RCF Commitments and/or Canadian RCF Commitments pursuant to the terms
of the relevant Extension Offer (including, without limitation, by increasing the interest rate or
fees payable in respect of such Incremental Term Loans and/or RCF Commitments (and related
outstandings) and/or modifying the amortization schedule in respect of such Lender’s Incremental
Term Loans) (each, an “Extension”), so long as the following terms are satisfied:





     (i) no Default or Event of Default shall have occurred and be continuing at the time the
Extension Offer is made to the Lenders;




     (ii) except as to interest rates, fees and final maturity (which shall be identical as
offered to each relevant Lender with respect to an Extension Offer in respect of
extensions of RCF Commitments or Incremental Term Loans, as the case may be), (a) the U.S.
RCF Commitment of any Extending RCF Lender extended pursuant to an Extension (an
“Extended U.S. RCF Commitment”), and the related outstandings, shall be a U.S. RCF
Commitment (or related outstandings, as the case may be) with identical terms as the
original U.S. RCF Commitments (and related outstandings) and (b) the Canadian RCF
Commitment of any Extending RCF Lender extended pursuant to an Extension (an “Extended
Canadian RCF Commitment”), and the related outstandings, shall be a Canadian
RCF Commitment (or related outstandings, as the case may be) with identical terms as the
original Canadian RCF Commitments (and related outstandings); provided that (x)
subject to the provisions of subsections 2.5(g) and 3.10, all Swing Line Loans and Letters
of Credit shall be participated in by (and related Swing Line Loan Exposure, U.S. RCF
Letter of Credit Exposure and Canadian RCF Letter of Credit Exposure shall be allocated
to) all Lenders on a pro rata basis in accordance with their respective
U.S. RCF Commitment Percentages (in the case of Swing Line Loans and U.S. RCF Letters of
Credit) or Canadian RCF Commitment Percentages (in the case of Canadian RCF Letters of
Credit), as applicable (determined, except as provided in subsections 2.5(g) and 3.10,
without giving effect to changes to U.S. RCF Commitment Percentages or Canadian RCF
Commitment Percentages on any Maturity Date if such Maturity Date occurs after the
issuance or incurrence of such Swing Line Loans or Letters of Credit), (y) Borrowings and
repayments of RCF Loans under U.S. RCF Commitments or Canadian RCF Commitments shall be
made on a pro rata basis (except (A) for payments of interest and fees on
the respective Extended RCF Commitments (and related outstandings) at different rates from
the original related RCF Commitments; provided that such interest and fees shall
be identical for each Lender under the respective Tranche of Extended RCF Commitments, (B)
for repayments required upon the Maturity Date of the non-extending RCF Commitments) and
(C) in connection with a permanent repayment and termination of a Tranche of U.S. RCF
Commitments or Canadian RCF Commitments and (z) RCF Commitments under a Tranche of U.S.
RCF Commitments or Canadian RCF Commitments may be terminated without terminating the RCF
Commitments under any other Tranche of U.S. RCF Commitments or Canadian RCF Commitments;




     (iii) at no time shall there be RCF Commitments hereunder (including Extended RCF
Commitments and any original RCF Commitments) which have more than two (2) different
Maturity Dates or two (2) different Tranches;



79









 






     (iv) except as to interest rates, fees, amortization, final maturity date, premium,
required prepayment dates and participation in prepayments (which shall be identical as
offered to each Lender under the relevant Tranche), subject to immediately succeeding
clauses (v), (vi) and (vii), the Incremental Term Loans of any Incremental Term Lender (an
“Extending Incremental Term Lender”) extended pursuant to any Extension
(“Extended Incremental Term Loans”) shall have the same terms as the Tranche of
Incremental Term Loans subject to such Extension Offer (or less favorable terms if so agreed
by each Extended Incremental Term Lender in the applicable Tranche);




     (v)
the final maturity date of any Extended Incremental Term Loans shall be no earlier
than the then latest Maturity Date hereunder and the amortization schedule applicable to
Incremental Term Loans pursuant to the relevant Incremental Amendment for periods prior
to the Original Incremental Term Loan Maturity Date may not be increased;




     (vi) the Weighted Average Life to Maturity of any Extended Incremental Term Loans shall
be no shorter than the remaining Weighted Average Life to Maturity of the Incremental
Term Loans extended thereby;




     (vii) any Extended Incremental Term Loans may participate on a pro rata basis or a less than
pro rata basis (but not greater than a pro rata basis) in any
voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the
respective Extension Offer;




     (viii) if the aggregate principal amount of Incremental Term Loans (calculated on the
face amount thereof), U.S. RCF Commitments or Canadian RCF Commitments, as the
case may be, in respect of which Incremental Term Lenders, U.S. RCF Lenders or
Canadian RCF Lenders, as the case may be, shall have accepted the relevant
Extension Offer shall exceed the maximum aggregate principal amount of
Incremental Term Loans, U.S. RCF Commitments or Canadian RCF Commitments, as the
case may be, offered to be extended by the applicable Borrower pursuant to such
Extension Offer, then the Incremental Term Loans, U.S. RCF Loans or Canadian RCF
Loans, as the case may be, of such Incremental Term Lenders, U.S. RCF Lenders or
Canadian RCF Lenders, as the case may be, shall be extended ratably up to such
maximum amount based on the respective principal amounts (but not to exceed
actual holdings of record) with respect to which such Incremental Term Lenders,
U.S. RCF Lenders or Canadian RCF Lenders, as the case may be, have accepted such
Extension Offer;




     (ix) at no time shall there be Incremental Term Loans hereunder (including
Extended Incremental Term Loans and any original Incremental Term Loans) which have
more than two (2) different Maturity Dates or two (2) different Tranches;




     (x) the documentation pursuant to which the applicable Borrower makes an Extension
Offer to any Lenders shall be in form and substance consistent with the foregoing and
otherwise reasonably satisfactory to the Administrative Agent;



80









 






     (xi) any applicable Minimum Extension Condition shall be satisfied unless waived by the
applicable Borrower; and




     (xii) each Lender that is providing Extended RCF Commitments and/or Extended Incremental Term
Loans pursuant to subsection 2.7 shall have agreed to do so pursuant to an Extension Agreement, it
being understood that no Lender shall be obligated to agree to provide any proposed Extension.



          (b) If, at the time any Extension of RCF Commitments becomes effective, there will be Extended
RCF Commitments which remain in effect from a prior Extension consummated within the most recently
ended six-month period, then if the “effective interest rate”, “effective unused commitment fee
rate” or “effective letter of credit fronting fee rate” (which, for this purpose, shall, in each
case, be reasonably determined by the Administrative Agent and shall take into account any interest
rate floors or similar devices and be deemed to include (without duplication) all fees (except to
the extent independently taken into account as commitment fees under subsection 4.5 or Letter of
Credit fronting fees under subsection 3.3), including up front or similar fees or original issue
discount (amortized over the shorter of (x) the life of such new Extended RCF Commitments and (y)
the four (4) years following the date of the respective Extension) payable to Lenders with such
Extended RCF Commitments, but excluding any arrangement, structuring or other fees payable in
connection therewith that are not generally shared with the relevant extending Lenders) and
customary consent fees paid generally to consenting Lenders in respect of the Extended RCF
Commitments (and related extensions of credit) shall at any time (over the life of the Extended RCF
Commitments and related extensions of credit) exceed by more than 0.50% the “effective interest
rate”, “effective unused commitment fee rate” or “effective letter of credit fronting fee rate”
applicable to RCF Commitments (or outstanding extensions of credit pursuant thereto) which were
extended pursuant to one or more prior Extensions (determined on the same basis as provided in the
first parenthetical in this sentence), then the Applicable Margin and/or Letter of Credit fronting
fee applicable thereto shall be increased to the extent necessary so that at all times thereafter
the Extended RCF Commitments made pursuant to previous Extensions (and related extensions of
credit) do not receive less “effective interest rate”, “effective unused commitment fee rate”
and/or “effective letter of credit fronting fees” than are applicable to the RCF Commitments (and
related extensions of credit) made (or extended) pursuant to such Extension.




          (c) With respect to all Extensions consummated by the applicable Borrower pursuant to this
subsection 2.7, (i) such Extensions shall not constitute voluntary or mandatory payments or
prepayments for purposes of subsection 4.4 or terminations or reductions of Commitments for
purposes of subsection 2.3 and (ii) no Extension Offer is required to be in any minimum amount or
any minimum increment, provided that the applicable Borrower may at its election specify as
a condition (a “Minimum Extension Condition”) to consummating any such Extension that the
respective Lenders accept such Extension Offer with respect to a minimum amount (to be determined
and specified in the relevant Extension Offer in the applicable Borrower’s sole discretion and
which may be waived by the applicable Borrower) of Incremental Term Loans, U.S. RCF Commitments or
Canadian RCF Commitments (as applicable) of any or all applicable Tranches. The Administrative
Agent and the Lenders hereby consent to the Extensions made in accordance with this subsection 2.7
and the other transactions contemplated by this subsection 2.7 (including, for the avoidance of
doubt, payment of any interest, fees or





81












 




premium in respect of any Extended Incremental Term Loans, Extended U.S. RCF Commitments
and/or Extended Canadian RCF Commitments on such terms as may be set forth in the relevant
Extension Offer) and hereby waive the requirements of any provision of this Agreement (including,
without limitation, subsections 4.4 and 4.8) or any other Loan Document that may otherwise prohibit
any such Extension or any other transaction contemplated by this subsection 2.7.




          (d) Extended Revolving Commitments and Extended Incremental Term Loans shall be established
pursuant to an amendment (an “Extension Amendment”) to this Agreement and, as appropriate,
the other Loan Documents, executed by the applicable Borrowers, the U.S. Administrative Agent or
the Canadian Administrative Agent, as applicable, the U.S. Collateral Agent or the Canadian
Collateral Agent, as applicable, and the relevant Extending RCF Lenders or Extending Incremental
Term Lenders, as applicable. The Extension Amendment may, without the consent of any Lender (other
than the relevant Extending RCF Lenders or Extending Incremental Term Lenders, as applicable),
effect such amendments to this Agreement and the other Loan Documents (including, without
limitation, amendments to subsections 4.4(a), 4.4(e), 4.8(a) and 4.15(e) hereof) as may be
necessary or appropriate, in the reasonable opinion of the U.S. Administrative Agent and the
applicable Borrowers, to effect the provisions of this subsection 2.7. Notwithstanding the
foregoing, each of the U.S. Administrative Agent and the U.S. Collateral Agent shall have the right
(but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to
any matter contemplated by this subsection 2.7(d) and, if either the U.S. Administrative Agent or
the U.S. Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into
such amendments with the applicable Borrower in accordance with any instructions actually received
by such Required Lenders and shall also be entitled to refrain from entering into such amendments
with the applicable Borrower unless and until it shall have received such advice or concurrence;
provided, however, that whether or not there has been a request by the U.S.
Administrative Agent or the U.S. Collateral Agent for any such advice or concurrence, all such
amendments entered into with the applicable Borrower by the U.S. Administrative Agent or the U.S.
Collateral Agent hereunder shall be binding and conclusive on the Lenders. The Lenders hereby
irrevocably authorize the U.S. Administrative Agent, Canadian Administrative Agent, U.S. Collateral
Agent and Canadian Collateral Agent to enter into any such Extension Amendment. Without limiting
the foregoing, in connection with any Extensions the respective Loan Parties shall (at their
expense) amend (and each Collateral Agent is hereby irrevocably authorized and directed by the
Lenders to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so
that such maturity date is extended to the then latest Maturity Date (or such later date as may be
advised by local counsel to the respective Collateral Agent).



          (e) In connection with any Extension, the applicable Borrower shall provide the U.S.
Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by
the U.S. Administrative Agent) prior written notice thereof, and shall agree to such procedures, if
any, as may be established by, or acceptable to, the U.S. Administrative Agent, in each case acting
reasonably to accomplish the purposes of this subsection 2.7.



          (f) This subsection 2.7 shall supersede any provisions in subsection 4.8, 11.1 or 11.7 to the
contrary.



82









 





          2.8 Defaulting Lenders. Notwithstanding any provision of this Agreement to the
contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for
so long as such Lender is a Defaulting Lender:




     (a) if any Swing Line Loan Exposure or U.S. RCF Letter of Credit Exposure exists at
the time a Lender becomes a Defaulting Lender then:




     (i) all or any part of such Swing Line Loan Exposure and U.S. RCF Letter of
Credit Exposure shall be reallocated among the U.S. RCF Lenders that are
Non-Defaulting Lenders in accordance with their respective U.S. RCF Commitment
Percentage but only to the extent (x) the sum of all Non-Defaulting Lenders’
Individual U.S. RCF Lender Exposure plus such Defaulting Lender’s Swing Line Loan
Exposure and U.S. RCF Letter of Credit Exposure does not exceed the total of all
Non-Defaulting Lenders’ U.S. RCF Commitments, (y) immediately following the
reallocation to a U.S. RCF Lender that is a Non-Defaulting Lender, the Individual
U.S. RCF Lender Exposure of such U.S. RCF Lender does not exceed its U.S. RCF
Commitment at such time and (z) the conditions set forth in subsections 6.2(a) and
(b) are satisfied at such time;




     (ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the U.S. Borrowers shall within one (1) Business Day
following notice by the U.S. Administrative Agent (x) first, prepay such Swing Line
Loan Exposure and (y) second, cash collateralize in a manner reasonably
satisfactory to the applicable Issuing Lender such Defaulting Lender’s U.S. RCF
Letter of Credit Exposure (after giving effect to any partial reallocation pursuant
to clause (i) above) in an aggregate amount equal to 100% of such Defaulting
Lender’s U.S. RCF Letter of Credit Exposure for so long as such U.S. RCF Letter of
Credit Exposure is outstanding (such arrangements, together with the arrangements
set forth in subsection 2.8(b)(ii) (the “Letter of Credit Back-Stop
Arrangements”);




     (iii) the applicable U.S. Borrowers shall not be required to pay any fees to
such Defaulting Lender pursuant to subsection 3.3 with respect to such Defaulting
Lender’s U.S. RCF Letter of Credit Exposure and no commitment fee pursuant to
subsection 4.5(a) shall accrue for the account of a Defaulting Lender so long as
such Lender shall be a Defaulting Lender;




     (iv) if the U.S. RCF Letter of Credit Exposure of the Non-Defaulting Lenders
is reallocated pursuant to this subsection 2.8(a), then the fees payable to the
U.S. RCF Lenders pursuant to subsection 3.3 shall be adjusted in accordance with
such Non-Defaulting Lenders’ respective U.S. RCF Commitment Percentage; and




     (v) if any Defaulting Lender’s U.S. RCF Letter of Credit Exposure is neither
cash collateralized nor reallocated pursuant to this subsection 2.8(a), then,
without prejudice to any rights or remedies of any Issuing Lender or any Lender
hereunder, all letter of credit fees payable under subsection 3.3 with respect to



83









 






such Defaulting Lender’s U.S. RCF Letter of Credit Exposure shall be payable
to each U.S. RCF Issuing Lender until such U.S. RCF Letter of Credit Exposure is
cash collateralized and/or reallocated;




     (b) if any Canadian RCF Letter of Credit Exposure exists at the time a Lender becomes
a Defaulting Lender then:




     (i) all or any part of such Canadian RCF Letter of Credit Exposure shall be
reallocated among the Canadian RCF Lenders that are Non-Defaulting Lenders in
accordance with their respective Canadian RCF Commitment Percentage but only to the
extent (x) the sum of all Non-Defaulting Lenders’ Individual Canadian RCF Lender
Exposure plus such Defaulting Lender’s Canadian RCF Letter of Credit Exposure does
not exceed the total of all Non-Defaulting Lenders’ Canadian RCF Commitments, (y)
immediately following the reallocation to a Canadian RCF Lender that is a
Non-Defaulting Lender, the Individual Canadian RCF Lender Exposure of such Canadian
RCF Lender does not exceed its Canadian RCF Commitment at such time and (z) the
conditions set forth in subsections 6.2(a) and (b) are satisfied at such time;




     (ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Canadian Borrowers shall within one (1) Business Day
following notice by the Canadian Administrative Agent cash collateralize in a
manner reasonably satisfactory to the applicable Issuing Lender such Defaulting
Lender’s Canadian RCF Letter of Credit Exposure (after giving effect to any partial
reallocation pursuant to clause (i) above) in aggregate amount equal to 100% of
such Defaulting Lender’s Canadian RCF Letter of Credit Exposure for so long as such
Canadian RCF Letter of Credit Exposure is outstanding;




     (iii) the applicable Canadian Borrowers shall not be required to pay any fees
to such Defaulting Lender pursuant to subsection 3.3 with respect to such
Defaulting Lender’s Canadian RCF Letter of Credit Exposure and no commitment fee
pursuant to subsection 4.5(a) shall accrue for the account of a Defaulting Lender
so long as such Lender shall be a Defaulting Lender;




     (iv) if the Canadian RCF Letter of Credit Exposure of the Non-Defaulting
Lenders is reallocated pursuant to this subsection 2.8(b), then the fees payable to
the Canadian RCF Lenders pursuant to subsection 3.3 shall be adjusted in accordance
with such Non-Defaulting Lenders’ respective Canadian RCF Commitment Percentage;
and




     (v) if any Defaulting Lender’s Canadian RCF Letter of Credit Exposure is
neither cash collateralized nor reallocated pursuant to this subsection 2.8(b),
then, without prejudice to any rights or remedies of any Issuing Lender or any
Lender hereunder, all letter of credit fees payable under subsection 3.3 with
respect to such Defaulting Lender’s Canadian RCF Letter of Credit Exposure shall be
payable to each Canadian RCF Issuing Lender until such Canadian RCF Letter of
Credit Exposure is cash collateralized and/or reallocated;



84









 






     (c) notwithstanding anything to the contrary contained in subsection 2.4 or
Section 3, so long as any U.S. RCF Lender is a Defaulting Lender, the Swing Line
Lender shall not be required to fund any Swing Line Loan and no Issuing Lender shall be
required to issue, amend or increase any U.S. RCF Letter of Credit, unless the related
exposure will be 100% covered by the U.S. RCF Commitments of the Non-Defaulting Lenders or
cash collateral is provided by the applicable U.S. Borrowers in accordance with
subsection 2.8(a), and participating interests in any such newly issued or increased U.S.
RCF Letter of Credit or newly made Swing Line Loan shall be allocated among U.S. RCF
Lenders that are Non-Defaulting Lenders in a manner consistent with subsection 2.8(a)(i)
(and Defaulting Lenders shall not participate therein); and




     (d) notwithstanding anything to the contrary contained in Section 3, so long
as any Canadian RCF Lender is a Defaulting Lender, no Issuing Lender shall be required to
issue, amend or increase any Canadian RCF Letter of Credit, unless the related exposure
will be 100% covered by the Canadian RCF Commitments of the Non-Defaulting Lenders or cash
collateral is provided by the applicable Canadian Borrowers in accordance with
subsection 2.8(b), and participating interests in any such newly issued or increased
Canadian RCF Letter of Credit shall be allocated among Canadian RCF Lenders that are
Non-Defaulting Lenders in a manner consistent with subsection 2.8(b)(i) (and Defaulting
Lenders shall not participate therein).


In the event that the Administrative Agent, the U.S. Borrowers and/or the Canadian Borrowers, as
applicable, each U.S. RCF Issuing Lender and/or Canadian RCF Issuing Lender, as applicable, and, in
the case of a Defaulting Lender with Swing Line Loan Exposure, the Swing Line Lender each agrees
that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a
Defaulting Lender, then the Swing Line Loan Exposure, the U.S. RCF Letter of Credit Exposure and
the Canadian RCF Letter of Credit Exposure of the Lenders shall be readjusted to reflect the
inclusion of such Lender’s RCF Commitments and on such date such Lender shall purchase at par such
of the RCF Loans of the other Lenders (other than Swing Line Loans) as the Administrative Agent
shall determine may be necessary in order for such Lender to hold such RCF Loans in accordance with
its U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as the case may be.




          2.9 Sponsor Affiliate Incremental Term Loan Purchases. Notwithstanding anything to the
contrary in this Agreement, any Sponsor Affiliate (other than any Borrower or any Subsidiary of any
Borrower) may be an assignee in respect of Incremental Term Loans and/or Incremental Term Loan
Commitments (and to such extent shall constitute an “Eligible Transferee”), provided that:




     (a) the sum of the aggregate principal amount of outstanding Incremental Term Loans
and unutilized Incremental Term Loan Commitments held by the Sponsor Affiliates at any time
shall not exceed 25% of the sum of the aggregate principal amount of outstanding
Incremental Term Loans and unutilized Incremental Term Loan Commitments at such time;




     (b) notwithstanding anything to the contrary in the definition of “Required Lenders”
or “Supermajority Lenders” or in subsection 11.1, the holder of any Incremental Term Loans
or unutilized Incremental Term Loan Commitments acquired pursuant to this



85









 






subsection 2.9(b) shall not be entitled to vote such Incremental Term Loans or unutilized
Incremental Term Loan Commitments in any “Required Lender” or “Supermajority Lender” vote
pursuant to the terms of this Agreement or any other Loan Document (it being understood that
the holder of such Incremental Term Loans or unutilized Incremental Term Loan Commitments
shall have the right to consent to votes requiring the consent of “all the Lenders” or “each
Lender directly affected thereby” pursuant to subsection 11.1 or otherwise), and for
purposes of any such vote such Incremental Term Loans or unutilized Incremental Term Loan
Commitments shall be deemed not to be outstanding;




     (c) the Sponsor Affiliates shall be prohibited from being appointed as, or succeeding
to the rights and duties of, U.S. Administrative Agent, Canadian Administrative Agent, U.S.
Collateral Agent or Canadian Collateral Agent under this Agreement and the other Loan
Documents;




     (d) by acquiring an Incremental Term Loan or unutilized Incremental Term Loan
Commitments hereunder, each of the Sponsor Affiliate shall be deemed to have (I) waived its
right to receive information prepared by any Administrative Agent, any Collateral Agent or
any Lender (or any advisor, agent or counsel thereof) under or in connection with the Loan
Documents (in each case to the extent not provided to the Loan Parties) and attend any
meeting or conference call with any Administrative Agent, any Collateral Agent or any
Lender (to the extent not participated in by the Loan Parties), (II) agreed that it is
prohibited from making or bringing any claim, in its capacity as a Lender, against any
Administrative Agent, any Collateral Agent, any Lender or any Issuing Lender with respect
to the duties and obligations of such Persons under the Loan Documents, and (III) agreed,
without limiting its rights as a Lender described in subsection 2.9(b), that it will have
no right whatsoever to require any Administrative Agent or any Lender to undertake any
action (or refrain from taking any action) with respect to this Agreement or any other Loan
Document;




     (e) such Sponsor Affiliate represents and warrants as of the date of such assignment
that such Sponsor Affiliate does not have any MNPI that (A) has not been previously
disclosed in writing to the assigning Lender(s) (other than because such Lender does not
wish to receive such MNPI) prior to such time and (B) could reasonably be expected to have
a material effect upon, or otherwise be material to, a Lender’s decision to assign
Incremental Term Loans and/or Incremental Term Loan Commitments pursuant to this Section
2.9; and




     (f) each Sponsor Affiliate identifies itself as an Affiliate of the Loan Parties prior
to the assignment of Incremental Term Loans or unutilized Incremental Term Loan Commitments
to it pursuant to the respective Assignment and Acceptance.




     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



86









 




Canadian Finco) on any Business Day during the RCF Commitment Period but in no event later than the
30th day prior to the then latest Maturity Date with respect to U.S. RCF Commitments or Canadian
RCF Commitments, 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 (using the Dollar Equivalent thereof,
in the case of Canadian RCF L/C Obligations denominated in Canadian Dollars) shall exceed
$25,000,000 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 subsection 2.1 or 2.4 (it
being understood and agreed that 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)), (ii) the L/C Obligations in respect of Letters of Credit would
exceed $350,000,000 or (iii) the Aggregate Outstanding RCF Credit of all the RCF Lenders would
exceed the RCF Commitments of all the 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 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 Maturity Date), or (II) (A) one-hundred eighty (180)
days after its date of issuance and (B) the 30th day prior to the 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 and each Letter of Credit issued by the
Canadian RCF Issuing Lender shall be deemed to constitute a utilization of the Canadian RCF
Commitments, and shall be participated in (as more fully described in following subsection 3.4) by
the U.S. RCF Lenders or the Canadian RCF Lenders, as applicable, in accordance with their
respective U.S. RCF Commitment Percentages or Canadian RCF Commitment Percentages, as applicable.
All Letters of Credit issued under the U.S. RC Facility 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 Facility shall be denominated in Canadian Dollars requested by the applicable Borrower
and shall be issued for the account of the applicable Borrower. Schedule 3.1(a) contains a
description of any letter of credit (the “Existing Letter of Credit”) that was previously
issued to, or for the account of, any Borrower
 pursuant to the Existing Credit Agreement and which
remains outstanding on the Closing Date. Such Schedule 3.1(a) sets forth, with respect to
each such letter of credit, (a) the issuing lender, (b) the letter of credit number, (c) the
name(s) of the account party or account parties, (d) the stated amount, (e) the currency in which
the letter of credit is denominated, (f) the name of the beneficiary, (g) the expiry date and (h)
whether such






87









 







letter of credit constitutes a standby letter of credit or a documentary letter of credit. It is
hereby acknowledged and agreed that each of the Existing Letters of Credit shall constitute a
“Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this
Agreement on the Closing Date.




          (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.



          (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 RCF Commitment Period but in no event
later than the 30th day prior to the then latest Maturity Date with respect to U.S. RCF Commitments
or Canadian RCF Commitments 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 C 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



88









 




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 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 the Applicable Margin then in effect for
Eurocurrency Loans that are RCF Loans calculated on the basis of a three-hundred and sixty (360)
day year of the aggregate amount 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 Maturity Date or such earlier date as the 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 to be
shared ratably among them in accordance with their respective U.S. RCF Commitment Percentages or
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 Maturity Date or such other date as
the 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 applicable L/C
Participants all commissions and fees received by such Agent for their respective accounts pursuant
to this subsection 3.3.



89









 





          (d) Notwithstanding the foregoing, the provisions of this subsection 3.3, solely to the extent
otherwise applicable to fees payable on that portion (if any) of Letters of Credit participated in
by RCF Lenders pursuant to Extended RCF Commitments, shall be subject to modification as expressly
provided in subsection 2.7.



          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 U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as
applicable, (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. 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 U.S. RCF Commitment
Percentage or 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 U.S. RCF Commitment Percentage and 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



90









 




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 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 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 RCF Loans and (ii) thereafter until payment in
full of such amounts, at the rate which would be payable on any outstanding ABR Loans that are RCF
Loans 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



91









 





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).



          (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



92









 




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 Provisions Related to Extended RCF Commitments. (a) If the Maturity Date in
respect of any Tranche of U.S. RCF Commitments occurs prior to the expiration of any U.S. RCF
Letter of Credit, then (i) if one or more other Tranches of U.S. RCF Commitments in respect of
which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall
automatically be deemed to have been issued (including for purposes of the obligations of the U.S.
RCF Lenders to purchase participations therein and to make U.S. RCF Loans and payments in respect
thereof pursuant to subsections 3.4 and 3.5) under (and ratably participated in by U.S. RCF Lenders
pursuant to) the U.S. RCF Commitments in respect of such non-terminating Tranches up to an
aggregate amount not to exceed the aggregate principal amount of the unutilized U.S. RCF
Commitments thereunder at such time (it being understood that no partial face amount of any Letter
of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately
preceding clause (i), the applicable U.S. Borrower shall cash collateralize any such Letter of
Credit, in a manner reasonably satisfactory to the applicable Issuing Lender, in an amount equal to
the U.S. RCF Letter of Credit Exposure of each Lender with a U.S. RCF Commitment under a Tranche in
respect of which the Maturity Date shall have occurred in aggregate amount equal to 102.5% of such
Lender’s U.S. RCF Letter of Credit Exposure for so long as such U.S. RCF Letter of Credit Exposure
is outstanding. Except to the extent of reallocations of participations pursuant to clause (i) of
the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given
Tranche of U.S. RCF Commitments shall have no effect upon (and shall not diminish) the percentage
participations of the U.S. RCF Lenders in any U.S. RCF Letter of Credit issued before such Maturity
Date.



          (b) If the Maturity Date in respect of any Tranche of Canadian RCF Commitments occurs prior to
the expiration of any Canadian RCF Letter of Credit, then (i) if one or more other Tranches of
Canadian RCF Commitments in respect of which the Maturity Date shall not have occurred are then in
effect, such Letters of Credit shall automatically be deemed to have been issued (including for
purposes of the obligations of the Canadian RCF Lenders to purchase participations therein and to
make Canadian RCF Loans and payments in respect thereof pursuant to subsections 3.4 and 3.5) under
(and ratably participated in by Canadian RCF



93









 




Lenders pursuant to) the Canadian RCF Commitments in respect of such non-terminating Tranches up to
an aggregate amount not to exceed the aggregate principal amount of the unutilized Canadian RCF
Commitments thereunder at such time (it being understood that no partial face amount of any Letter
of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately
preceding clause (i), the applicable Canadian Borrower shall cash collateralize any such Letter of
Credit, in a manner reasonably satisfactory to the applicable Issuing Lender, in an amount equal to
the Canadian RCF Letter of Credit Exposure of any Lender with a Canadian RCF Commitment under a
Tranche in respect of which the Maturity Date shall have occurred in aggregate amount equal to
102.5% of such Lender’s Canadian RCF Letter of Credit Exposure for so long as such Canadian RCF
Letter of Credit Exposure is outstanding. Except to the extent of reallocations of participations
pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date
with respect to a given Tranche of Canadian RCF Commitments shall have no effect upon (and shall
not diminish) the percentage participations of the Canadian RCF Lenders in any Canadian RCF Letter
of Credit issued before such Maturity Date.




          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, the rate described in paragraph (b) of
this subsection for ABR Loans that are U.S. RCF Loans (or, in the case of any such fees,
commissions or other amounts owing by the Canadian Borrowers, the rate described in paragraph (b)
of this subsection for ABR Loans that are Canadian RCF Loans made to a Canadian Borrower)
plus 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).



94









 





          (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, 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 hereunder 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



95









 






	 	 	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






     (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 sixty (360) days or
three-hundred 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 sixty (360) days or
three-hundred 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 sixty (360) or three-hundred
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.



          (g) The provisions of this subsection 4.1 (and the interest rates applicable to the various
extensions of credit hereunder) shall be subject to modification as expressly provided in
subsection 2.7.



          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) Loans made or
outstanding in Dollars from Eurocurrency Loans to ABR Loans and (ii) 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 (i) Loans made or outstanding in Dollars from ABR Loans to Eurocurrency Loans
outstanding in Dollars, 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



96









 







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 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 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).



          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



97









 




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 (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 Incremental Term Loans, 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. Partial prepayments of Incremental Term Loans of any Tranche
pursuant to this subsection shall be applied ratably to Incremental Term Loans outstanding under
such Tranche and shall reduce the required amortization of such Incremental Term Loans as provided
in the applicable Incremental Amendment. Prepayments of Loans (other than Incremental Term Loans)
and the Reimbursement Obligations pursuant to this subsection by a Borrower 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 (in each case, outstanding with respect to such Borrower);
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 Loans 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) 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



98









 




Leaseback Transaction, then, in each case, 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 or Incremental
Term Loans made to Canadian Finco) 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, in each case with such prepayment to be made on the Business Day following
the date of receipt of any such Net Cash Proceeds except that, in the case of clause (y) above, 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 (x) 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) 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 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.



99









 





          (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 U.S. RCF Lender Exposure exceeds the Total U.S. RCF
Commitment at such time, the U.S. Borrowers shall prepay on such day the principal of U.S. RCF
Loans in an amount equal to such excess. If, after giving effect to the prepayment of all
outstanding U.S. RCF Loans, the aggregate amount of the U.S. RCF L/C Obligations exceeds the Total
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 U.S. RCF 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
applicable Issuing Lenders and the 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 Canadian RCF Lender Exposure exceeds the Total Canadian
RCF Commitment at such time, the Canadian Borrowers and, if applicable, the U.S. Borrowers shall
prepay on such day the principal of 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 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 Canadian RCF L/C Obligations and the aggregate face amount of the
outstanding Bankers’ Acceptance Loans exceeds the Total Canadian RCF Commitment at such time, the
Canadian



100









 




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 and the aggregate 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 or the U.S. Borrowers, as applicable, to the applicable Issuing Lenders and the
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.




          (v) 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, at any time the Available RCF
Commitments are less than $250,000,000, to prepay outstanding RCF
Loans in an aggregate principal amount necessary to increase the
Available RCF Commitments to $250,000,000; 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; and






	 	(iii)	 	third, to repay all remaining
Obligations payable pursuant to this Agreement.




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), 4.4(c)(ii) or





101












 




4.4(c)(iv) be applied to repay Loans made to or other Obligations of the U.S. Borrowers or
Canadian Finco.




          (f) For avoidance of doubt, 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) Each U.S.
Borrower agrees to pay to the U.S. Administrative Agent, for the account of each U.S. RCF Lender,
and each Canadian Borrower agrees to pay to the Canadian Administrative Agent, for the account of
each Canadian RCF Lender, a commitment fee during the RCF Commitment Period, computed at the
applicable Commitment Fee Rate on the average daily amount of the Unutilized RCF Loan Commitment of
such 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 Maturity Date or such earlier date
as the RCF Loan Commitments shall terminate as provided herein, commencing on March 31, 2011.




          (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




102









 







Arrangers any fees in the amounts and on the dates previously agreed to in writing by Holdings, any
Affiliate of Holdings, the Lead Arrangers and the U.S. Administrative Agent in connection with this
Agreement.



Notwithstanding the foregoing, the provisions of this subsection 4.5 to the extent otherwise
applicable to Extended RCF Commitments shall be subject to modification as expressly provided in
subsection 2.7.




          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 reserve requirements
referenced in the definition of Eurocurrency Rate appearing in subsection 1.1 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 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 Rate which is based upon the Reuters Screen LIBOR01 (or
any replacement 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 RCF 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 then latest Maturity Date with respect to Canadian RCF
Commitments (A) in the case of any Canadian RCF 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 RCF 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





103









 







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 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 then latest Maturity Date with
respect to Canadian RCF Commitments.




          (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 RCF 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 Canadian RC Facility (which shall constitute a
conversion of the Canadian RCF Loans from ABR Loans to Bankers’ Acceptance Loans) or (iii) pay
Bankers’ Acceptance Loans 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 Canadian RCF 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
then latest Maturity Date with respect to Canadian RCF Commitments.




          (v) Sale. Each Canadian RCF 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 Facility by Bankers’ Acceptance Loans, each Canadian Borrower hereby
appoints each Canadian RCF 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 RCF Lender,
blank forms of Drafts. In this respect, it is




104









 







each Canadian RCF 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 RCF 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 RCF Lender is hereby authorized to issue
such Drafts endorsed in blank in such face amounts as may be determined by such Canadian RCF
Lender; provided that the aggregate amount thereof is equal to the aggregate amount of
Drafts required to be accepted and purchased by such Canadian RCF Lender. No Canadian RCF 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 RCF 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 RCF 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 RCF 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, shall advise
the Canadian RCF Lenders of the notice and shall advise each Canadian RCF 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 Canadian RCF Lenders). The aggregate face amount of B/A Instruments to be
accepted/and or purchased by a Canadian RCF Lender shall be determined by the Canadian
Administrative Agent by reference to that Canadian RCF Lender’s Canadian RCF Commitment Percentage
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 RCF 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 RCF Lender shall have aggregate outstanding Canadian RCF Loans in
excess of its 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 applicable Canadian Borrower




105









 







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 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 RCF Lenders of an amount equal to the aggregate face
amount of the B/A Instruments issued by the applicable Canadian RCF 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 RCF
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 RCF Lender in its own right and each Canadian
Borrower agrees not to claim any days of grace if the Canadian RCF 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 RCF Lender that has purchased such B/A Instrument the full face
amount of such B/A Instrument on the specified 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 RCF 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 RCF 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
such Canadian RCF 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;



106









 






     (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 RCF
Lender, Bankers’ Acceptances under this Agreement to be accepted by that Canadian RCF 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 RCF
Lender, the Canadian Borrowers shall provide to such Canadian RCF 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 RCF 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 RCF Lender against all amounts payable on such date by such Canadian RCF Lender
to the Canadian Administrative Agent. Similarly, on any such date each Canadian Borrower hereby
authorizes each Canadian RCF Lender to net all amounts payable on such date by such Canadian RCF
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 RCF 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 RCF 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 RCF 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 Canadian RC Facility.




107









 








          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 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 Eurocurrency Loans the rate of
interest applicable to which is based on the Affected Rate, 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) Each borrowing of U.S. RCF
Loans (other than Swing Line Loans) or Canadian RCF Loans by any of the applicable Borrowers from
the Lenders hereunder shall be made, each payment by any of the Borrowers on account of any
commitment fee in respect of any RCF Commitments, as applicable, hereunder shall be allocated by
the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, and any
reduction of any U.S. RCF Commitments or Canadian RCF Commitments of the Lenders shall be allocated
by the U.S. Administrative Agent or the Canadian Administrative
Agent, as applicable, pro
rata according to the U.S. RCF Commitment Percentage or Canadian RCF Commitment Percentage, as
applicable, of the applicable Lenders. 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
Incremental Term Loans, U.S. RCF Loans or Canadian RCF Loans, as applicable, shall be allocated by
the U.S. Administrative Agent or the Canadian




108









 







Administrative Agent, as applicable, pro rata according to the respective outstanding
principal (or face) amounts of such Incremental Term Loans, U.S. RCF Loans or 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, 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) 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




109









 







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 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 the rate per annum applicable to
ABR Loans hereunder 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 and/or (ii)
take any action permitted by the following subsection 4.8(c).





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




     (i) If at any time a Lender becomes 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.




     (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(c)(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 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



110









 







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 Taxes arising under FATCA, 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 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;



111









 






     (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, 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




112









 







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
Regulatory Framework for Banks (Basel III) as revised from time to time or any successor capital
adequacy requirement, published by the Basel Committee on Banking Supervision, 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 (i) 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: (A) 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 (B) 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 and (ii) any Tax arising under FATCA. 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, 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,




113









 







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), (c) or (d) of this subsection (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
it is required to pay pursuant to the preceding provisions of this subsection 4.11(a) 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 payments it receives
for the account of others are not effectively connected with the



114









 






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 D (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 clause (ii)
such Lender shall be entitled to consider the cost (to the extent unreimbursed



115









 







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 change in the most
recently provided form, certificate or certification and obtain such



116









 







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 (other than the Canadian Administrative Agent and the Canadian Collateral
Agent) and each U.S. Extender of Credit required to supply the specified forms in subsection
4.11(b)(X), (Y) or (Z) shall, in addition to such obligation, in the case of any payment made after
December 31, 2012 in respect of any Loan, Letters of Credit, Note or Obligation that was not
treated as outstanding for purposes of FATCA on March 18, 2012, provide any forms, documentation,
or other information as shall be prescribed by the IRS to demonstrate that the relevant Agent or
U.S. Extender of Credit has complied with the applicable reporting requirements of FATCA
(including, without limitation, those contained in Sections 1471(b) or 1472(b) of the Code, as
applicable), so that such payments made to such Agent or U.S. Extender of Credit hereunder would
not be subject to U.S. federal withholding taxes imposed by FATCA.




          (d) 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 (d), 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 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






117









 







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 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




118









 







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.




          (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 and, 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, and 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




119









 







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 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 Cash Receipts. (a) Annexed hereto as Schedule 4.15(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





120









 







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 4.15(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 4.15(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 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.





121












 





          (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 (using the Dollar Equivalent of any amounts therein denominated in Canadian Dollars)
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. RCF 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
and Canadian RCF Loans made to the U.S. Borrowers and Canadian Finco and all accrued and unpaid
fees actually due and payable by the U.S. Borrowers to the U.S. Administrative Agent and the
Canadian Administrative Agent, the U.S. RCF Issuing 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 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








122









 







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 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 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 RCF 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 Administrative Agent,
the Canadian Collateral Agent and the Canadian RCF 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






123









 







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 4.15 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 4.15(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 and the Intercreditor
Agreement. In the event that, notwithstanding the provisions of this subsection 4.15, 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 4.15(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 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 4.15, 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 4.15(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.






124









 








          (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), 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 4.15 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 RSC Holdings as of
December 31, 2009 and the consolidated statements of income, shareholders’ equity and cash flows of
RSC Holdings for the fiscal year ended as of December 31, 2009 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 fiscal year then ended, of RSC Holdings. 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 schedules and notes).




          (b) The unaudited consolidated balance sheet of the Parent Borrower and its consolidated
Subsidiaries for the Fiscal Year ended December 31, 2010 and the related unaudited statements of
operations and cash flows of the Parent Borrower and its consolidated Subsidiaries for such Fiscal
Year have been prepared in accordance with GAAP consistently applied throughout the periods covered
thereby, subject to normal year-end audit adjustments and the absence of footnotes.




          5.2 No Change; Solvent. Since December 31, 2009, 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






125









 







(b) except 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 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






126









 







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.




          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






127









 







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
in a Material Adverse Effect: (a) a Reportable Event; (b) failure to satisfy the minimum funding
standard 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) a
determination that any Single Employer Plan is, or is expected to be, considered an at-risk plan
within the meaning of Section 430 of the Code or Section 303 of ERISA, or that any Multiemployer
Plan is, or is expected to be, considered a plan in endangered or critical status within the
meaning of Section 432 of the Code or Section 305 of ERISA, (i) 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; (j) the Reorganization or
Insolvency of any Multiemployer Plan; or (k) 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






128









 







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 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






129









 







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.




          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 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. The proceeds of Incremental Term Loans shall be used in accordance with the
provisions set forth in subsection 2.6(d).




          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.




     (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



130









 






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.




     (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, dated January 2011, and furnished to the Lenders, as updated prior to the
Closing Date, 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.






131









 








          5.20 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.




          5.21 Insurance. Schedule 5.21 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.




          5.22 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.




          5.23 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.




          5.24 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.




          5.25 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.




          5.26 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.




          (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.






132









 








          (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.




          5.27 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 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. This Agreement, including the agreement
of each Lender to make the initial Extension of Credit requested to be made by it, shall become
effective on the date on which the following conditions precedent shall have been 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 Loan Party party thereto; and




          (iii) each Canadian Security Document, executed and delivered by a duly authorized officer of
each Canadian Borrower and each other Loan Party party thereto.




          (b) Consummation of the Refinancing. (i) On or prior to the Closing Date (or
substantially concurrently therewith), all outstanding loans and other Indebtedness then due and
owing of Holdings and its Subsidiaries under the Existing Credit Agreement and the Loan Documents
(as defined therein) shall have been repaid in full, together with all fees and other amounts owing
thereon, and all commitments thereunder shall have been terminated and any letter of credit issued
pursuant thereto and outstanding shall have been designated as an Existing Letter of Credit
hereunder.





     (ii) On the Closing Date, all security interests in respect of, and Liens securing, the
Indebtedness under the Existing Credit Agreement created pursuant to the security
documentation relating thereto shall have been terminated and released (or



133









 







releases in respect of such Liens shall have been delivered to the U.S. Administrative
Agent), and the U.S. Administrative Agent shall have received all such releases as may have
been reasonably requested by the U.S. Administrative Agent, which releases shall be in form
and substance reasonably satisfactory to the U.S. Administrative Agent. Without limiting the
foregoing, there shall have been delivered to the U.S. Administrative Agent (i) proper
termination statements (Form UCC-3 or the appropriate equivalent in each relevant
jurisdiction) for filing under the UCC or equivalent statute or regulation of each relevant
jurisdiction where a financing statement or application for registration (Form UCC-1 or the
appropriate equivalent in each relevant jurisdiction) was filed with respect to Holdings or
any of its Subsidiaries in connection with the security interests created with respect to
the Existing Credit Agreement, (ii) terminations or reassignments of any security interest
in, or Lien on, any Intellectual Property or similar interests of Holdings or any of its
Subsidiaries on which filings have been made and (iii) terminations of all mortgages,
leasehold mortgages, hypothecs and deeds of trust created with respect to property of
Holdings or any of its Subsidiaries, in each case, to secure the obligations under the
Existing Credit Agreement, all of which shall be in form and substance reasonably
satisfactory to the U.S. Administrative Agent.



          (c) 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 of the type described in clause (a) of the definition of
“Indebtedness”, in each case held by third parties (other than Holdings or any of its
Subsidiaries), except for the Existing Notes, indebtedness incurred this Agreement, and Existing
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 First Lien Last Out Notes Documents). Any other such 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.




          (d) Financial Information. The Lead Arrangers and the Lenders shall have received (i)
the unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries
for the Fiscal Year ended December 31, 2010 and the related unaudited statements of operations and
cash flows of the Parent Borrower and its consolidated Subsidiaries for such Fiscal Year and (ii)
detailed projected consolidated financial statements of the Parent Borrower and its Subsidiaries
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.




          (e) Governmental Approvals and/or Consents. All Loans to the Borrowers (and all
guarantees thereof and security therefor) 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”). To the extent any consents, authorizations, notices and filings
are listed on Schedule 5.4, the U.S. Administrative Agent shall have received a certificate
of a Responsible Officer of the Parent Borrower stating that all such consents, authorizations,
notices and filings 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.






134









 








          (f) 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
Holdings and each of its Subsidiaries in any of the jurisdictions set
forth in Schedule 6.1(f), and
the results of such search shall not reveal any Liens other than Liens permitted by subsection 8.3.




          (g) Legal Opinions. The U.S. Administrative Agent shall have received the following:





     (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 Gallagher & Kennedy, P.A., special
Arizona counsel to RSC, in form and substance reasonably satisfactory to the U.S. Administrative
Agent;




     (iii) the executed legal opinion of Kevin J. Groman, general counsel of RSC, in form and
substance reasonably satisfactory to the U.S. Administrative Agent;




     (iv) 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




     (v) the
executed legal opinion of Torys LLP, counsel to the Canadian Borrowers, in form and substance
reasonably satisfactory to the U.S. Administrative Agent.



          (h) 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 G,
with appropriate insertions and attachments.




          (i) 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,
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.




          (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,






135









 







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.




          (j) Pledged Stock; Stock Powers; Pledged Notes; Endorsements. The
Collateral Agent shall have received:





     (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.



          (k) 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.




          (l) 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 H, 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.




          (m) Corporate Proceedings of the Loan Parties. The U.S. Administrative Agent shall
have received a copy of the board resolutions, shareholder 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, shareholder resolutions or
member consents thereby certified have not been amended, modified (except as any later such board
resolutions, shareholder resolutions or member consents may modify any earlier such board
resolutions, shareholder resolutions or member consents), revoked or rescinded and are in full
force and effect.




          (n) 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.






136









 








          (o) Governing Documents. The U.S. Administrative Agent shall have received copies of
the certificate or articles of incorporation, unanimous shareholder declarations, if any, 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.




          (p) 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.




          (q) No Material Company Adverse Effect. No fact, event, change or circumstances shall have
occurred since December 31, 2009 that has had or could be reasonably likely to have a Material
Adverse Effect.




          (r) 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.




          (s) 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 Extensions of
Credit hereunder on the Closing Date, the Available RCF Commitments shall be at least $600,000,000.




          (t) 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 4.15
hereof.




          (u) Appraisal. The U.S. Administrative Agent shall have received (i) appraisal
valuations (dated on or after October 31, 2010 but prior to the Closing Date) of the Collateral
prepared by appraisers, and in form and substance, 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.




          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







137









 







satisfied in accordance with its respective terms or shall have been irrevocably waived by such
Person.




          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, 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 be true and correct in all material
respects on and as of such date as if made on and as of such date (except to the extent such
representations and warranties relate to a particular date, in which case such representations and
warranties shall be true 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.




          (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 Loan Party of any such financial information,
report or notice shall constitute delivery by each Loan Party and its Subsidiaries of the same such
financial information, report or notice):






138









 








          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, 2010, 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
Fiscal 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 Fiscal 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 Fiscal 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 accounting 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 Fiscal 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 (other than any month that is the last month of a fiscal
quarter), the unaudited consolidated balance sheet of the Parent Borrower and its consolidated
Subsidiaries as at the end of such month 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
Fiscal Year; and



139









 






     (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)
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 (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



140









 




believes such projections to have been prepared on the basis of reasonable assumptions at
the time of preparation and delivery thereof;





     (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 I (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






141









 







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 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 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.



142









 






     (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, 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).



          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






143









 







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 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 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:





     (i) 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;



144









 






     (j) 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;




     (k) 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 First Lien Last Out Note Documents, 2019 Senior Notes Documents, 2021
Senior Notes Documents or the 2014 Senior Note Documents;




     (l) 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;




     (m) 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, 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;




     (n) 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



145









 






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;




     (o) any loss, damage, or destruction to the Collateral in the amount of $50,000,000 or
more, whether or not covered by insurance; and




     (p) 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 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






146









 







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 Real 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 Closing
Date, within 45 days notify the U.S. Administrative Agent of such occurrence and if the U.S.
Collateral Agent or the Canadian Collateral Agent, as the case may be, so requests promptly 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






147









 







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 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.






148









 







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 any class of voting 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 Canadian
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) 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 (1) 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 (2) to take all
actions reasonably deemed by the Canadian Collateral Agent to be necessary or advisable to 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






149









 







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	 
	March 31, 2011
	 	 	5.25:1.00	 
	June 30, 2011
	 	 	5.25:1.00	 
	September 30, 2011
	 	 	5.25:1.00	 
	December 31, 2011
	 	 	5.00:1.00	 
	March 31, 2012
	 	 	5.00:1.00	 
	June 30, 2012
	 	 	5.00:1.00	 
	September 30, 2012
	 	 	5.00:1.00	 
	December 31, 2012
	 	 	4.75:1.00	 
	March 31, 2013
	 	 	4.75:1.00	 
	June 30, 2013
	 	 	4.75:1.00	 
	September 30, 2013
	 	 	4.75:1.00	 
	December 31, 2013
	 	 	4.50:1.00	 
	March 31, 2014
	 	 	4.50:1.00	 
	June 30, 2014
	 	 	4.50:1.00	 
	September 30, 2014
	 	 	4.50:1.00	 
	December 31, 2014 and at all times thereafter
	 	 	4.25:1.00.	 






          (b) Consolidated Fixed Charge Coverage 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.






150









 








          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 2014 Senior Notes; provided that the aggregate principal
amount of Indebtedness evidenced by 2014 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) Existing Indebtedness;




     (d) 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 2014 Senior Note Documents or the corresponding provisions of the First Lien Last
Out Note Documents as in effect on the Closing Date shall be reasonably satisfactory to the U.S.
Administrative Agent); provided that (i) in no event shall the final maturity date for the
First Lien Last Out Notes be earlier than July 15, 2017 and (ii) the aggregate principal amount of
Indebtedness evidenced by the First Lien Last Out Notes at any time outstanding pursuant to this
clause (d) shall not exceed $700,000,000 less any repayments of principal of such Indebtedness
theretofore outstanding pursuant to this clause (d);




     (e) Indebtedness evidenced by the 2019 Senior Notes; provided that the aggregate
principal amount of Indebtedness evidenced by 2019 Senior Notes at any time outstanding pursuant to
this clause (e) shall not exceed $200,000,000 less any repayments of principal of Indebtedness
theretofore outstanding pursuant to this clause (e);




     (f) Indebtedness evidenced by the 2021 Senior Notes; provided that that the aggregate
principal amount of Indebtedness evidenced by 2021 Senior Notes at any time outstanding pursuant to
this clause (f) shall not exceed $650,000,000 less any repayments of principal of Indebtedness
theretofore outstanding pursuant to this clause (f);




     (g) Indebtedness of (i) any Borrower (other than Canadian Finco) owing to any other Borrower
(other than Canadian Finco) 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 any Subsidiary Guarantor if permitted pursuant
to subsection




151











 






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 K;




     (h) 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 exceeding $275,000,000 at any one time outstanding, provided that such
amount shall be increased by an amount equal to $25,000,000 on (x) the first day of each
Fiscal Year of Holdings (commencing with the Fiscal Year beginning January 1, 2013), 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;




     (i) (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, (1) in the case of clause (x), such Indebtedness shall have terms and conditions
reasonably satisfactory to the U.S. Administrative Agent and (2) in the case of clause (x)
and (y), such Indebtedness 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 (i), 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;




     (j) 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;




     (k) to the extent that any Guarantee Obligation or other obligation permitted under
subsection 8.4 constitutes Indebtedness, such Indebtedness;




     (l) 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;



152









 






     (m) Indebtedness of the Parent Borrower or any of its Subsidiaries in respect
of Sale and Leaseback Transactions permitted under subsection 8.11;




     (n) Indebtedness of the Parent Borrower or any of its Subsidiaries incurred to finance
insurance premiums in the ordinary course of business;




     (o) 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;




     (p) 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);




     (q) Indebtedness which represents an extension, refinancing, refunding, replacement or
renewal of any of the Indebtedness described in paragraphs (b), (c), (d), (e), (f), (i),
(q) and (u) of this subsection 8.2 hereof; provided that (i) the principal amount
(or accreted value, if applicable) thereof (less any original issue discount, if
applicable) 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 (including any underwriting discounts or
commissions) 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
extended, refinanced, refunded, replaced or renewed; provided that the total value
of the collateral securing such Indebtedness incurred under this subsection 8.2(q)
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, (v) such extension, refinancing, refunding, replacement or
renewal does not have a final maturity that is earlier than the 91st day following the
latest Maturity Date as of the date of such extension, refinancing, refunding, replacement
or renewal and (vi) 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;



153









 






     (r) 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;




     (s) 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;




     (t) 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




     (u) Permitted Junior Debt, so long as (i) all such Indebtedness is incurred in
accordance with the requirements of the definition of Permitted Junior Debt, (ii) no
Default or Event of Default exists at the time of the incurrence or issuance thereof or
would result therefrom, (iii) 100% of the Net Cash Proceeds therefrom shall be used to
finance acquisitions consummated in accordance with subsection 8.9(b) or (c), to repay,
prepay or redeem outstanding Indebtedness (and pay any applicable premium and any accrued
and unpaid interest and fees in connection therewith) or, to the extent the Payment
Conditions have been met, for any purpose not prohibited under this Agreement and (v) the
aggregate principal amount of Permitted Junior Debt (other than any such Permitted Junior
Debt, 100% of the Net Cash Proceeds of which are applied to permanently repay Incremental
Term Loans or RCF Loans (with a corresponding termination of the related RCF Commitments)
in an amount not to exceed the aggregate amount of Incremental Term Loans and RCF
Commitment Increases obtained pursuant to subsection 2.6) issued or incurred after the
Closing Date pursuant to this clause (u) shall not, when added to the aggregate amount of
Uncommitted Incremental Facilities obtained pursuant to subsection 2.6, exceed
$400,000,000.


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 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 or other discounts
(including any original issue discount), premiums and other costs and expenses incurred in
connection with such refinancing.




154









 








          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 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(h) incurred to finance or refinance the acquisition,
leasing, construction or improvement of fixed or capital assets or



155









 






(ii) Indebtedness of the Parent Borrower and its Subsidiaries permitted by
subsection 8.2(i) assumed in connection with any acquisition permitted by subsection 8.9,
provided that (A) 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 (B) 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 (including any Liens securing Existing
Indebtedness) and listed on Schedule 8.3(j);




     (k) Liens securing Guarantee Obligations permitted under subsection 8.4(e) and subsection
8.4(l) (in the case of subsection 8.4(l), to the extent such Guarantee Obligations are in
respect of Indebtedness secured by a Lien permitted under this subsection 8.3);




     (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 Subsidiary
permitted under subsection 8.4 or other liabilities or obligations of the applicable
Subsidiary not prohibited by this Agreement;



156









 







     (q) Liens securing or consisting of Indebtedness permitted by subsection 8.2(d)
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 Intercreditor
Agreement or another intercreditor agreement that is no less favorable to the Secured
Parties than the Intercreditor Agreement (except as otherwise agreed to by the
Administrative Agent);




     (r) Liens securing or consisting of Indebtedness permitted by subsection 8.2(u) 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 either a Lien granted under a U.S. Security Document to
secure the “Obligations” as defined in the U.S. Guarantee and Collateral Agreement
or a Lien granted under a Canadian Security Document to secure the “Obligations” as
defined in the Canadian Security Agreement and (2) all such Liens shall be subject to the
terms and provisions of a Permitted Junior Debt Intercreditor Agreement (or, to the extent
that such Indebtedness constitutes First Lien Last Out Notes (as defined in the
Intercreditor Agreement), the Intercreditor Agreement); provided, further,
that no such Liens granted by a Foreign Subsidiary shall secure any such Indebtedness
incurred by a U.S. Loan Party;




     (s) Liens on property of any Foreign Subsidiary of the Parent Borrower securing
Indebtedness of such Subsidiary permitted by subsection 8.2(s);




     (t) 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;




     (u) 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; and




     (v) Liens not otherwise permitted hereunder, all of which Liens permitted pursuant to
this subsection 8.3(v) secure obligations not exceeding $50,000,000 in aggregate amount at
any time outstanding.



          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



157









 






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(q);




     (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 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);




     (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), (e), (f), (m), (s) and (u)) 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



158









 






     leases, and guarantees of collectability in respect of accounts receivable or notes
receivable for up to face value;




     (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), (d), (e), (f) and (u), 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 any Indebtedness
permitted pursuant to subsections (b), (d), (e), (f) and (u) shall be permitted only so
long as such Guarantee Obligations are incurred only by Guarantors or Borrowers
(provided that no Foreign Subsidiaries may incur any such Guarantee Obligations in
respect of Indebtedness of a U.S. Loan Party) and (z) Guarantee Obligations in respect of
Existing Indebtedness permitted pursuant to subsection 8.2(c) and set forth on Schedule
D 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(s);
provided that the aggregate amount of such Guarantee Obligations outstanding
pursuant to this clause (o), when aggregated with (i) all dividends made pursuant to
subsection 8.7(j), (ii) all Investments (determined as the amount originally advanced,
loaned or otherwise invested, less any returns on the respective Investment) outstanding
pursuant to subsections 8.8(k) and (o), (iii) all cash consideration paid in respect of
acquisitions pursuant to subsection 8.9(b)(iv) and (iv) all optional prepayments made
pursuant to subsection 8.13(d) 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:




159









 









     (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); 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 to it against assets contributed by it to the Borrowing Base 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;



160









 






     (d) as permitted by subsection 8.5(b) or 8.5(c) and pursuant to Sale and
Leaseback Transactions permitted by subsection 8.11;




     (e) subject to any applicable limitations set forth in subsection 8.5, Dispositions of
any assets or property (i) among the Qualified Loan Parties and (ii) among 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



161









 






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 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



162









 






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 resales or new issuances of shares and options to any Management Investors, at any
time after the Closing Date, 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 to allow Holdings to perform its obligations under or in
connection with the Loan Documents to which it is a party;




     (h) 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;




     (i) 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 incurred pursuant to the Recapitalization Agreement as in effect on
November 26, 2006 or the Indemnification Agreement (as defined in the Recapitalization
Agreement) as in effect on November 26, 2006; and




     (j) 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 (j), 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)(iv) and (iv) all optional
prepayments made pursuant to subsection 8.13(d), do not at any time exceed $100,000,000.



          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;



163









 






     (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 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
applicable 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



164









 






Investments (determined as the amount originally advanced, loaned or otherwise
invested, less any returns on the respective Investment not to exceed the amount originally
advanced, loaned or otherwise invested) 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 subsection 8.7(j), (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)(iv) and (E) all optional prepayments made
pursuant to subsection 8.13(d), 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 amount
originally advanced, loans or otherwise invested) 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 amount
originally advanced, loaned or otherwise 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 clauses (b)(iii) and (b)(iv) of subsection 8.9 in Persons that are
organized (or assets that are located) outside of the United States and Canada shall not
exceed $50,000,000 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 applicable
Collateral Agent, for the benefit of the Lenders, pursuant to the Security Documents;




     (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




165












 






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 subsection 8.7(j), (C) all Investments (determined as the amount
originally advanced, loaned or otherwise invested, less any returns on the respective
Investment not to exceed the amount originally advanced, loaned or otherwise 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)(iv) and (E) all optional prepayments
made pursuant to subsection 8.13(d), 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 amount originally advanced, loaned or otherwise 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 paragraphs (b)(iii) and (b)(iv) of subsection 8.9 in
Persons that are organized (or assets that are located) outside of the United States and
Canada, shall not exceed $50,000,000.



          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(a) or (b); 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 from 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, other property (excluding cash and other property covered in clauses
(i), (ii) and (iv) of this subsection 8.9(b)) and Indebtedness (whether incurred or
assumed); provided that (i) the aggregate amount of such cash consideration, other
property and Indebtedness (net (without duplication of any amounts netted pursuant to
paragraph (b)(iv) below) of any increase in the Available RCF Commitments attributable to
the purchase of revenue earning equipment in connection with such acquisition) paid pursuant
to this clause (b)(iii) does not exceed $200,000,000 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



166









 




Canada pursuant to this paragraph (b)(iii) and paragraph (b)(iv) below, 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 amount originally advanced, loaned or
otherwise invested) pursuant to paragraph (k) of subsection 8.8 and all Investments (determined as
the amount originally advanced, loaned or otherwise invested, less any returns on the respective
Investment not to exceed the amount originally advanced, loaned or otherwise invested) in Persons
that are organized outside of the United States and Canada pursuant to paragraph (o) of subsection
8.8, shall not exceed $50,000,000; and/or





          (iv) so long as no Default or Event of Default has occurred and is continuing or would result
therefrom, cash, other property (excluding cash and other property covered in clauses (i), (ii) and
(iii) of this subsection 8.9(b)) and Indebtedness (whether incurred or assumed); provided
that (i) the aggregate amount of such cash consideration, other property and Indebtedness (net
(without duplication of any amounts netted pursuant to paragraph (b)(iii) above) of any increase in
the Available RCF Commitments attributable to the purchase of revenue earning equipment in
connection with such acquisition) paid pursuant to this clause (b)(iv), when aggregated with (A)
all Guarantee Obligations outstanding pursuant to subsection 8.4(o), (B) all cash dividends paid
pursuant to subsection 8.7(j), (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(d), 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)(iv) and
paragraph (b)(iii) above, 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 amount originally advanced, loaned or otherwise invested) pursuant to paragraph (k) subsection
8.8 and all Investments (determined as the amount originally advanced, loaned or otherwise
invested, less any returns on the respective Investment not to exceed the amount originally
advanced, loaned or otherwise invested) in Persons that are organized outside of the United States
and Canada pursuant to paragraph (o) of subsection 8.8, shall not exceed $50,000,000; 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:



167









 






     (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 the Sponsor or any Affiliate of the 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, 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 the Sponsor or any Affiliate of the 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; and




     (vii) Holdings or any of its Subsidiaries from performing its obligations under the Tax
Sharing Agreement.



168









 




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 any of its Subsidiaries, or (ii) in the event that at the
time of 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) Except to the extent permitted by clauses (d) and (e) below, make any optional
payment or prepayment on or optional repurchase or redemption of any Existing Notes, any Permitted
Junior Debt or any other Indebtedness (other than Indebtedness incurred pursuant to subsections
8.2(a), (c)1, (g), (i) (but in the case of subsection 8.2(i), (i) limited to
Indebtedness described in clause (y) thereof and (ii) such payments and prepayments shall not
exceed $50,000,000 in the aggregate), (n), (o), (r) or (s) (but in the case of subsection 8.2(s),
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.





 




			
	1	 	Subject to review of Schedule D.




169









 










          (b) In the event of the occurrence of a Change of Control, repurchase or repay any
Indebtedness then outstanding pursuant to any Existing Notes, any Permitted Junior Debt 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 any
Administrative Agent hereunder and under any Note and cash collateralized the Bankers’ Acceptances
and the L/C Obligations on terms reasonably satisfactory to the Administrative Agents or (ii) made
an offer to pay the Loans, all Reimbursement Obligations and any amounts then due and owing to each
Lender and any U.S. Administrative Agent hereunder and under any Note and to cash collateralize the
Bankers’ Acceptances and the L/C Obligations in respect of each Lender and shall have made payment
in full thereof to each such Lender or 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 2014 Senior Note
Document, First Lien Last Out Note Documents, 2019 Senior Note Documents, 2021 Senior Note
Documents or Permitted Junior Debt Documents (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 any Indebtedness evidenced by any Existing Notes or any
Permitted Junior Debt, 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 any Existing Notes, any Permitted Junior Debt or the interests of the
Lenders under this Agreement or any other Loan Document in any material respect.



          (d) Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and
is continuing or would result therefrom, the Borrowers shall be permitted to make optional
payments, prepayments, repurchases or redemptions in respect of any Indebtedness that is otherwise
subject to the limitations set forth in subsection 8.13(a); provided that the aggregate
amount of optional payments made pursuant to this paragraph (d), when aggregated with (i) all
Guarantee Obligations outstanding pursuant to subsection 8.4(o), (ii) all cash dividends paid pursuant to subsection 8.7(j), (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)
and (o) and (iv) all cash consideration paid in respect of acquisitions pursuant to paragraph
8.9(b)(iv), do not at any time exceed $100,000,000 in the aggregate.



170









 





          (e) Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and
is continuing or would result therefrom, the Borrowers shall be permitted to make optional
payments, prepayments, repurchases or redemptions in respect of any Indebtedness that is otherwise
subject to the limitations set forth in subsection 8.13(a) with (x) the proceeds of refinancing
Indebtedness in respect thereof incurred in compliance with subsection 8.2(d), (h), (q), (s), (t)
or (u), (y) proceeds of Incremental Term Loans so long as after giving effect to the incurrence
thereof and the application of such proceeds , neither the Available U.S. RCF Commitments nor the
Available Canadian RCF Commitments shall be lower than the Available U.S. RCF Commitments or the
Available Canadian RCF Commitments immediately prior to the incurrence of such Incremental Term
Loans and/or (z) proceeds received (directly or indirectly) by a Borrower from equity issuances by
the Relevant Parent Entity of its Capital Stock.



          (f) 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 Intercreditor Agreement.



          (g) Amend, supplement, waive or otherwise modify any of the provisions of any Permitted Junior
Debt Document (including pursuant to an extension, renewal, replacement or refinancing thereof),
except as permitted by the Intercreditor Agreement or the applicable Permitted Junior Debt
Intercreditor Agreement, as the case may be.



          (h) (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.



          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 or the
First Lien Last Out Note 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), (c) operating
leases of real property entered into in the ordinary course of business or (d) any other agreement
governing Indebtedness and/or other obligations secured by a Permitted Lien (in which case any
prohibition or limitation shall only be effective against the assets subject to such Permitted
Lien).



171









 





          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 or that are reasonable extensions thereof.



          (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 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 (A) Indebtedness arising from Investments made pursuant to subsection 8.8(f)(iii), and
(B) any Guarantee Obligations in respect of Indebtedness incurred pursuant to this Agreement and
the other Loan Documents, the 2019 Senior Note Documents, the 2021 Senior Note Documents, the 2014
Senior Note Documents, the First Lien Last Out Note Documents, any Permitted Junior Debt and
Indebtedness incurred pursuant to subsection 8.2(s) (and in each case, any refinancing Indebtedness
in respect of such Indebtedness (and refinancing Indebtedness in respect of such refinancing
Indebtedness) incurred in compliance with subsection 8.2(q)), (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 First Lien Last Out Note 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.



172









 





          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”).



          8.18 Limitation on Certain Restrictions on Subsidiaries. Create or otherwise cause to
exist or become effective any consensual encumbrance or restriction on the ability of any
Subsidiary of any Borrower to (i) pay dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other obligations owed to such Borrower, (ii) make any loans or
advances to such Borrower or (iii) transfer any of its property or assets to such Borrower
(provided that dividend or liquidation priority between classes of Capital Stock, or subordination
of any obligation (including the application of any remedy bars thereto) to any other obligation,
will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or
restriction:




     (a) pursuant to an agreement or instrument in effect at or entered into on the Closing Date,
any Credit Facility (provided, however, that the encumbrances and restrictions
contained in such Credit Facility taken as a whole are not materially less favorable to the Lenders
than encumbrances and restrictions contained in this Agreement (as determined in good faith by the
Parent Borrower)), this Agreement and the other Loan Documents, the First Lien Last Out Loan
Documents, the 2014 Senior Note Documents, the 2019 Senior Note Documents and the 2021 Senior Note
Documents;




     (b) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or
Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into a
Borrower or any Subsidiary of a Borrower, or which agreement or instrument is assumed by a Borrower
or any Subsidiary of a Borrower in connection with an acquisition of assets from such Person, as in
effect at the time of such acquisition, merger or consolidation (except to the extent that such
Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or
consolidation); provided that for purposes of this clause (b), if a Person other than a
Borrower or a Subsidiary of a Borrower is the resulting, surviving or transferee Person (the
“Successor Company”) with respect thereto, any Subsidiary thereof or agreement or
instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case
may be, by a Borrower or a Subsidiary of a Borrower, as the case may be, when such Person becomes
such Successor Company;




     (c) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a
refinancing of Indebtedness incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause (a)
or (b) of this subsection 8.18 or this clause (c) (an “Initial Agreement”) or contained in
any amendment, supplement or other modification to an Initial Agreement (an “Amendment”);
provided, however, that the encumbrances and restrictions contained in



173









 




any such Refinancing Agreement or Amendment taken as a whole are not materially less
favorable to the Lenders than encumbrances and restrictions contained in the Initial
Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates
(as determined in good faith by the Parent Borrower);





     (d) (A) that restricts in a customary manner the subletting, assignment or transfer of any
property or asset that is subject to a lease, license or similar contract, or the
assignment or transfer of any lease, license or other contract, (B) by virtue of any
transfer of, agreement to transfer, option or right with respect to, or Lien on, any
property or assets of a Borrower or any Subsidiary not otherwise prohibited by this
Agreement, (C) contained in mortgages, pledges or other security agreements securing
Indebtedness of a Subsidiary to the extent restricting the transfer of the property or
assets subject thereto, (D) pursuant to customary provisions restricting dispositions of
real property interests set forth in any reciprocal easement agreements of a Borrower or
any Subsidiary, (E) pursuant to purchase money obligations that impose encumbrances or
restrictions on the property or assets so acquired, (F) on cash or other deposits or net
worth imposed by customers or suppliers under agreements entered into in the ordinary
course of business, (G) pursuant to customary provisions contained in agreements and
instruments entered into in the ordinary course of business (including but not limited to
leases and joint venture and other similar agreements entered into in the ordinary course
of business), (H) that arises or is agreed to in the ordinary course of business and does
not detract from the value of property or assets of a Borrower or any Subsidiary in any
manner material to a Borrower or such Subsidiary, or (I) pursuant to Permitted Hedging
Arrangements;




     (e) with respect to a Subsidiary (or any of its property or assets) imposed pursuant to an
agreement entered into for the direct or indirect sale or disposition of all or
substantially all the Capital Stock or assets of such Subsidiary (or the property or assets
that are subject to such restriction) pending the closing of such sale or disposition;




     (f) by reason of any applicable law, rule, regulation or order, or required by any
regulatory authority having jurisdiction over a Borrower or any Subsidiary or any of their
businesses; or




     (g) pursuant to an agreement or instrument relating to any Indebtedness permitted
pursuant to the provisions of subsection 8.2 (i) if the encumbrances and restrictions
contained in any such agreement or instrument taken as a whole are not materially less
favorable to the Lenders than the encumbrances and restrictions contained in the Initial
Agreements (as determined in good faith by the Parent Borrower), or (ii) if such
encumbrance or restriction is not materially more disadvantageous to the Lenders than is
customary in comparable financings (as determined in good faith by the Parent Borrower) and either (x) the Parent Borrower determines in good faith that such
encumbrance or restriction will not materially affect the Borrowers’ ability to make
principal or interest payments on the Loans or (y) such encumbrance or restriction applies
only if a default occurs in respect of a payment or financial covenant relating to such
Indebtedness.



174









 





          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




     (c) any Loan Party shall default in the observance or performance of any agreement
contained in subsections 4.15, 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 4.15, 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



175









 






(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 (including any proceeding under applicable corporate law seeking an arrangement or
compromise of some or all of the debts of any Borrower or Material Subsidiary, or a stay of
proceedings to enforce some or all claims of creditors against any Borrower or any Material
Subsidiary), 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,
winding-up, liquidation, dissolution, composition, stay of proceeding of enforcement, 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, limited liability company or partnership 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 Plan shall fail to
satisfy the minimum finding standard under Section 412 of the Code or Section 302 of ERISA,
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)



176









 






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




     (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




177









 







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 the immediately preceding
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 U.S. Borrowers). In the case of all
Canadian 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 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




178









 







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 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 mandatary 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




179









 







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 mandatary (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 (for itself and any Affiliates of such 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 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 the
Canadian Administrative Agent as 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 10.10 shall apply mutatis
mutandis to the resignation and appointment of a successor to the Canadian Collateral Agent
acting as fondé de pouvoir and the Canadian Administrative Agent as 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




180









 







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 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





181












 




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.




          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







182









 







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 (or the gross negligence or willful misconduct of any Affiliate of such Agent)
(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.




          (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.




183









 








          10.9 Collateral Matters. (a) Each Lender authorizes and directs the applicable
Collateral Agent to enter into the Security Documents and the Intercreditor Agreement Amendment 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 either Collateral Agent or
the Required Lenders in accordance with the provisions of this Agreement, the Security Documents 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. Each 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) In connection with the incurrence by any Loan Party of additional Indebtedness to be
secured by a Lien on any Collateral permitted by subsection 8.3 (q) or (r), each Administrative
Agent and Collateral Agent agrees to (x) execute and deliver any amendments, amendments and
restatements, restatements or waivers of or supplements to or other modifications to the
Intercreditor Agreement, (y) execute and deliver a Permitted Junior Debt Intercreditor Agreement or
any other intercreditor agreement described in subsection 8.3 (q) or (r) (each, an “Additional
Intercreditor Agreement”) or any amendments, amendment and restatements or waivers of or
supplements to or other modifications to any
Additional Intercreditor Agreement, and (z) execute and deliver any waivers of or supplements
to or other modifications to, any Security Document, and to make or consent to any filings or take
any other actions in connection therewith, as may be reasonably determined by the Administrative
Agent, to be necessary or reasonably desirable for any Lien on the Collateral permitted to secure
such additional Indebtedness to become a valid, perfected lien (with such priority set forth in the
Intercreditor Agreement or Additional Intercreditor Agreement, as applicable) pursuant to the
Security Document being so amended, amended and restated, restated, waived, supplemented or
otherwise modified. The Lenders hereby authorize each Administrative Agent and Collateral Agent to
take any action contemplated by the preceding sentence, and any such amendment, amendment and
restatement, restatement, waiver of or supplement to or other modification of any such Loan
Document shall be effective notwithstanding the provisions of Section 11.01.




          (c) 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 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





184









 







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.




          (d) 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 therein pursuant hereto or any other Loan Document 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).




          (e) 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 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





185









 







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 book managers 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 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 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





186









 







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 shorter than
one (1) month or longer than three (3) 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 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



187









 






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 Borrowing Base, the Canadian Borrowing Base or the
U.S. Borrowing Base, reduce the Dollar amount or percentages 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), subsection 4.4(e), subsection 4.8(a)
or subsection 4.16(e) hereof, in each case without the consent of each Lender directly and
adversely affected thereby; 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, (i) the Collateral Agents may, in
their discretion, collectively release Liens on Collateral valued in the aggregate not in excess of
$10,000,000 in any fiscal year without the consent of any Lender and (ii) the Administrative Agent
may, with the consent of the Parent Borrower only, amend, modify or supplement the Loan Documents
to cure any ambiguity, omission, defect or inconsistency therein, so long as such amendment,
modification or supplement does not adversely affect the rights of any Lender or Issuing Bank.




          (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, (x) the Loan Documents may be
amended, supplemented, modified or waived in accordance with the provisions of subsections 2.6, 2.7
or 10.9 and (y) 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 (i) 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






188









 







respect thereof; provided that any Indebtedness owing pursuant to each such additional
facility shall be included in the Availability Reserves against the U.S. Borrowing Base and/or the
Canadian Borrowing Base, as applicable, (ii) 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 (iii) 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.




          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,






189









 















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: Scott Huckins, Vice President and Treasurer
	 
	 	Facsimile: (480) 647-2412
	 
	 	Telephone: (800) 222-7777
	 
	 	 
	with copies to:
	 	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
	 
	 	 
	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) 797-5690
	 
	 	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




190









 







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 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)
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, (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,





191









 







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 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



192









 






continuing, any other Person; provided, further, that (i), 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 (ii) the Parent Borrower shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the U.S. Administrative Agent within five (5)
Business Days after having received notice thereof;




     (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; and




     (C) (1) the U.S. RCF
Issuing Lender and the Swing Line Lender, in the case of assignments of U.S. RCF Commitments
(and related outstanding U.S. RCF Loans) and (2) the Canadian RCF Issuing Lender, in the
case of assignments of Canadian RCF Commitments (and related outstanding Canadian RCF
Loans); provided that no such consent shall be required in the event that the respective
assignee is already a U.S. RCF Lender (in the case of preceding clause (1)) or a Canadian
RCF Lender (in the case of preceding clause (2)).




     (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 (i) in the case of RCF Loans, $5,000,000 or (ii) in the case
of Incremental Term Loans, $1,000,000 (or such other amount as may be agreed to in the
applicable Incremental Amendment), 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 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 Sponsor to the U.S. Administrative Agent in a
separate writing prior to the date hereof; and



193









 








     (E) no assignments may be made to any Person that is not an Eligible Transferee.



          (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 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.




          (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




194









 

















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 (other than the
Borrowers, the Sponsor Affiliate or their respective Affiliates) (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 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.




          (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 a United States Person (as such term is defined in Section 7701(a)(30)
of the Code) for Federal income tax purposes, shall not be entitled to the benefits of subsection
4.11 unless such Participant complies with subsection 4.11(b) and (c) 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








195









 







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 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





196












 




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.




          (h) Each Sponsor Affiliate, solely in its capacity as a Lender, hereby agrees, and each
Assignment and Acceptance shall provide a confirmation, that, if any Loan Party shall be subject to
any voluntary or involuntary proceeding commenced under the Bankruptcy Code or any other such
debtor relief law now or hereafter in effect (such proceedings, “Bankruptcy Proceedings”),
(A) such Sponsor Affiliate shall not take any step or action in such Bankruptcy Proceeding to
object to, impede, or delay the exercise of any right or the taking of any action by the
Administrative Agent (or the taking of any action by a third party that is supported by the
Administrative Agent) in relation to such Sponsor Affiliate’s claim with respect to its Incremental
Term Loans and Incremental Term Loan Commitments (a “Claim”) (including, without
limitation, objecting to any debtor-in-possession financing, use of cash collateral, grant of
adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such
Sponsor Affiliate is treated in connection with such exercise or action on the same or better terms
as the other Lenders and (B) with respect to any matter requiring the vote of Lenders during the
pendency of a Bankruptcy Proceeding (including, without limitation, voting on any plan of
reorganization), the Incremental Term Loans held by such Sponsor Affiliate (and any Claim with
respect thereto) shall be deemed to be voted by such Sponsor Affiliate in the same proportion as
the allocation of voting with respect to such matter by Lenders who are not Sponsor Affiliates, so
long as such Sponsor Affiliate is treated in connection with the exercise of such right or taking
of such action on the same or better terms as the other Lenders. For the avoidance of doubt, the
Lenders and each Sponsor Affiliate agree and acknowledge that the provisions set forth in this
subsection 11.6(h) constitute a “subordination agreement” as such term is contemplated by, and
utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all
purposes in any case where a Loan Party has filed for protection under any federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect applicable
to such Loan Party.



          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



197









 




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 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.



198









 





          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 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;



199









 






     (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: 212-894-8940; facsimile: 212-894-8581, 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.



          11.14 Acknowledgments. Each Borrower hereby acknowledges that:



200









 






     (l) it has been advised by counsel in the negotiation, execution and delivery
of this Agreement and the other Loan Documents;




     (m) 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




     (n) 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 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,



201









 




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 FIRST LIEN LAST OUT NOTES. EACH LENDER FURTHER
UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE PROVISIONS SETTING FORTH THE PRIORITIES AS BETWEEN
THE HOLDERS OF FIRST LIEN LAST OUT NOTES 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 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. EACH LENDER AUTHORIZES
AND INSTRUCTS THE COLLATERAL AGENTS AND THE ADMINISTRATIVE AGENTS TO ENTER INTO THE
INTERCREDITOR AGREEMENT AMENDMENT AND RATIFIES THE TERMS OF THE INTERCREDITOR AGREEMENT AS
AMENDED THEREBY.




     (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



202









 






AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE
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.



          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 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.



203









 





          (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 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;



204









 






     (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 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.



          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



205









 





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.



          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 Guaranteed 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



206









 




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,



207









 





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



208









 




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.



[SIGNATURE PAGES TO BE PROVIDED SEPARATELY]




209












 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	RSC HOLDINGS II, LLC

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

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

 	 
	 	By:  	/s/ Kevin J. Groman
 	 
	 	 	Name:  	Kevin J. Groman 	 
	 	 	Title:  	Senior Vice President, General Counsel
 and Corporate Secretary 	 
	 
	 	RSC EQUIPMENT RENTAL OF CANADA LTD.

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



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,

     Individually and as U.S. Administrative Agent

     and U.S. Collateral Agent

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



Signature page to RSC Credit Agreement




 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG CANADA BRANCH,

     Individually and as Canadian Administrative

     Agent and Canadian Collateral Agent

 	 
	 	By:  	/s/ David Gynn
 	 
	 	 	Name:  	David Gynn 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	                       /s/ Marcellus Leung
 	 
	 	 	Name:  	Marcellus Leung 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to RSC Credit Agreement






 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

     as a Co-Syndication Agent

 	 
	 	By:  	/s/ Robert Scalzitti
 	 
	 	 	Name:  	Robert Scalzitti 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature page to RSC Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



Bank of America, N.A.

 	 
	 	By:  	/s/ Robert Scalzitti
 	 
	 	 	Name:  	Robert Scalzitti 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature page to RSC ABL Credit Agreement




 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH. AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL 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/ Clara Mcgibbon
 	 
	 	 	Name:  	Clara Mcgibbon 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



Wells Fargo Bank, National Association

 	 
	 	By:  	/s/ David Hill
 	 
	 	 	Name:  	David Hill 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



Wells Fargo Capital Finance Corporation Canada

 	 
	 	By:  	/s/ David Hill
 	 
	 	 	Name:  	David Hill 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to RSC ABL Credit Agreement




 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



BARCLAYS BANK PLC

 	 
	 	By:  	
/s/ Diane Rolfe
 	 
	 	 	Name:  	Diane Rolfe 	 
	 	 	Title:  	Director 	 
	 



Signature page to RSC ABL Credit Agreement





 











 





	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Dan Lane
 	 
	 	 	Name:  	DAN LANE 	 
	 	 	Title:  	SVP 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

TORONTO BRANCH

 	 
	 	By:  	/s/ John Freeman
 	 
	 	 	Name:  	John Freeman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	J.P. MORGAN SECURITIES LLC,

as a Joint Book Runner

 	 
	 	By:  	/s/ Dan Lane
 	 
	 	 	Name:  	DAN LANE 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT
AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW
YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:

	 
	 
	 	General Electric Capital Corporation
 	 
	 
	 	By:  	/s/ Dwayne L. Coker
 	 
	 	 	Name:  	Dwayne L. Coker 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW
YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA
BRANCH, AS CANADIAN ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



BNP Panibas

 	 
	 	By:  	/s/ Daniel J Williams
 	 
	 	 	Name:  	Daniel J Williams 	 
	 	 	Title:  	Director 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



PNC BANK, N.A.

 	 
	 	By:  	/s/ John D. Trott
 	 
	 	 	Name:  	John D. Trott 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION: 



SUNTRUST BANK

 	 
	 	By:  	/s/ Angela Leake
 	 
	 	 	Name:  	Angela Leake 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U:S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	CIT Bank,

as a Lender

 	 
	 	By:  	/s/ Benjamin Haslam
 	 
	 	 	Name:  	Benjamin Haslam 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT
	 
	 	 






	 	 	 	 	 
	 

	NAME OF INSTITUTION:
	 
	 	 
	 

	RBS Citizens Business Capital, a division of RBS Asset Finance, Inc., a subsidiary of RBS Citizens,
N. A.
	 
	 	By:  	/s/ James H. Herzog, Jr.
 	 
	 	 	Name:  	James H. Herzog, Jr. 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature
page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	Credit Suisse AG, Cayman Islands Branch

 	 
	 	By:  	/s/ Karl Studer
 	 
	 	 	Name:  	Karl Studer 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Claudia Siffert
 	 
	 	 	Name:  	Claudia Siffert 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to RSC ABL Credit Agreement





 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



GOLDMAN SACHS BANK USA

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



HSBC BANK USA N.A.

 	 
	 	By:  	/s/ Thomas A. Getty, Jr.
 	 
	 	 	Name:  	Thomas A. Getty, Jr. 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to RSC ABL Credit Agreement





 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Suzannah Harris
 	 
	 	 	Name:  	Suzannah Harris 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to RSC ABL Credit Agreement




 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



Royal Bank of Canada

 	 
	 	By:  	/s/ Dan Mascioli
 	 
	 	 	Name:  	Dan Mascioli 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	 	 
	 	By:  	/s/ Robert S. Kizell
 	 
	 	 	Name:  	Robert S. Kizell 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



BURDALE FINANCIAL LIMITED

 	 
	 	By:  	/s/ Steven Sanicola
 	 
	 	 	Name:  	Steven Sanicola 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 
	 	 	 
	 	By:  	/s/ Antimo Barbieri
 	 
	 	 	Name:  	Antimo Barbieri 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



Signature page to RSC ABL Credit Agreement






 









 








	 	 	 

	 

	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, 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 LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH, AS U.S.
ADMINISTRATIVE AGENT AND U.S. COLLATERAL AGENT, AND DEUTSCHE BANK AG CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT






	 	 	 	 	 
	 	NAME OF INSTITUTION:



Capital One Leverage Finance Corporation

 	 
	 	By:  	/s/ Michael Burns
 	 
	 	 	Name:  	Michael Burns 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature page to RSC ABL Credit Agreement





 











 





SCHEDULE A

to Credit Agreement




Schedule A: Commitments and Addresses




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Canadian RCF	 	 	 	 
	Lender	 	U.S. RCF Commitment	 	 	Commitment	 	 	Total Commitment	 
	Deutsche Bank AG New York Branch
	 	$	122,500,000.00	 	 	 	 	 	 	$	122,500,000.00	 
	60 Wall Street

New York, NY 10005

Attention: Marguerite Sutton

Telephone: (212) 250-6150

Telecopier: (212) 797-5690	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Deutsche Bank AG Canada Branch

	 	 	 	 	 	$	25,000,000.00	 	 	$	25,000,000.00	 
	199 Bay Street, Suite 4700

Toronto, Ontario

M5L 1E9 Canada

Attention: Marcellus Leung

Telephone: (416) 682-8252

Telecopier: (416) 682-8484	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America, N.A.

	 	$	122,250,000.00	 	 	 	 	 	 	$	122,250,000.00	 
	335 Madison Ave, 6th Floor

New York, NY 10017

Attention: Robert Scalzitti

Telephone: (646) 556-0037

Telecopier: (646) 556-0260	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America, N.A. (acting through its Canada Branch)
	 	 	 	 	 	$	25,000,000.00	 	 	$	25,000,000.00	 
	
200 Front Street West, Suite 2700

Toronto, ONT M5V 3L2

Attention: Teresa Tsui

Telephone:(416) 349-5390

Telecopier: (312) 453-4041	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Bank, N.A.

	 	$	137,250,000.00	 	 	 	 	 	 	$	137,250,000.00	 
	2450 Colorado Avenue, Suite 3000

Santa Monica, CA 90404

Attention: David Hill/Julia Pham

Telephone: (310) 453-7249/7271

Telecopier: (866) 615-7803	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Capital Finance Corporation Canada

	 	 	 	 	 	$	10,000,000.00	 	 	$	10,000,000.00	 
	301 South College Street

Charlotte, NC 28202

Attention: Lynn Stone

Telephone:(704) 715-9700

Telecopier: (866) 615-7803	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Barclays Bank PLC

	 	$	100,000,000.00	 	 	 	 	 	 	$	100,000,000.00	 
	745 7th Avenue, 26th Floor

New York, NY 10019

Attention: Michael Mozer

Telephone:(212) 526-1456

Telecopier: (212) 526-5115	 	 	 	 	 	 	 	 	 	 	 	 







 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Canadian RCF	 	 	 	 
	Lender	 	U.S. RCF Commitment	 	 	Commitment	 	 	Total Commitment	 
	JP Morgan Chase Bank, N.A.

	 	$	85,000,000.00	 	 	 	 	 	 	$	85,000,000.00	 
	3 Park Plaza, Suite 900

Irvine, CA 92614

Attention Annaliese Fisher

Telephone: (949) 471-9894

Telecopier: (949) 471-9871	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A., Toronto Branch

	 	 	 	 	 	$	15,000,000.00	 	 	$	15,000,000.00	 
	200 Bay Street, Royal Bank Plaza

South Tower, Suite 1800

Toronto, Ontario M5J 2J2

M5J 2J2 Canada

Attention: Indrani Lazarus

Telephone: (416) 981-9218

Telecopier: (416) 981-9174	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	General Electric Capital Corporation

	 	$	75,000,000.00	 	 	 	 	 	 	$	75,000,000.00	 
	201 Merritt 7, P.O. Box 5201

Norwalk, CT 06856-5201

Attention: Nita Jain

Telephone: (312) 441-7181

Telecopier: (203) 956-4003	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BNP Paribas New York Branch

	 	$	50,000,000.00	 	 	 	 	 	 	$	50,000,000.00	 
	787 Seventh Avenue, 9th Floor

New York, NY 10019

Attention: Daniel Williams / Rolando Perez

Telephone:(212) 841-2204

Telephone: (917) 286-8777	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PNC Bank, N.A.

	 	$	50,000,000.00	 	 	 	 	 	 	$	50,000,000.00	 
	340 Madison Avenue

New York, NY 10173

Attention: John D. Trott

Telephone: (212) 752-6079

Telecopier: (212) 303-0060	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SunTrust Bank

	 	$	50,000,000.00	 	 	 	 	 	 	$	50,000,000.00	 
	303 Peachtree Street, 23rd Floor

Atlanta, GA 30308

Attention: Angela Leake

Telephone: (404) 545-2674

Telecopier: (404) 813-5890	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CIT Bank

	 	$	35,000,000.00	 	 	 	 	 	 	$	35,000,000.00	 
	5420 LBJ Freeway, Suite 200

Dallas, TX 75240

Attention: Chris Handler

Telephone: (972) 455-1634

Telecopier: (972) 455-1619	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RBS Citizens Business Capital, a Division of RBS

	 	$	32,000,000.00	 	 	 	 	 	 	$	32,000,000.00	 
	Asset finance, Inc., a subsidiary of RBS Citizens,
N.A.

8521 Leesburg Pike, Suite 405

Vienna, VA 22182

Attention: James H. Herzog, Jr.

Telephone: (703) 610-6082	 	 	 	 	 	 	 	 	 	 	 	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Canadian RCF	 	 	 	 
	Lender	 	U.S. RCF Commitment	 	 	Commitment	 	 	Total Commitment	 
	Credit Suisse AG, Cayman Islands Branch

	 	$	25,000,000.00	 	 	 	 	 	 	$	25,000,000.00	 
	Eleven Madison Avenue

New York, NY 10010

Attention: Karl Studer

Telephone: (212) 325-9163

Telecopier: (212) 743-1894	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Goldman Sachs Bank USA

	 	$	25,000,000.00	 	 	 	 	 	 	$	25,000,000.00	 
	c/o Goldman, Sachs & Co.

30 Hudson Street, 38th Floor

Jersey City, NJ 07302

Attention: Lauren Day

Telephone: (212) 934-3921	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	HSBC Bank USA N.A.

	 	$	25,000,000.00	 	 	 	 	 	 	$	25,000,000.00	 
	452 Fifth Avenue, 4th Floor

New York, NY 10018

Attention: Andrew Brown

Telephone: (212) 525-2532

Telecopier: (212) 525-2520	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Key Bank National Association

	 	$	25,000,000.00	 	 	 	 	 	 	$	25,000,000.00	 
	127 Public Square

Cleveland, OH 44114

Attention: Suzannah Harris

Telephone: (216) 689-3589

Telecopier: (216) 689-4649	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Royal Bank of Canada

	 	$	25,000,000.00	 	 	 	 	 	 	$	25,000,000.00	 
	One Liberty Plaza, 3rd Floor

165 Broadway

New York, NY 10006

Attention: Ronnie Lynn Robles

Telephone: (416) 974-0125

Telecopier: (416) 974-6981	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Burdale Financial Limited

	 	$	22,500,000.00	 	 	 	 	 	 	$	22,500,000.00	 
	300 First Stamford Place

Stamford, CT 06902

Attention: Russ Brightly

Telephone: (203) 391-5948

Telecopier: (203) 353-0152	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capital One Leverage Finance Corp.

	 	$	18,500,000.00	 	 	 	 	 	 	$	18,500,000.00	 
	275 Broadhollow Road

Melville, NY 11474

Attention: Julianne Low

Telephone: (631) 531-2894

Telecopier: (800) 986-0323
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total: 	 	$	1,025,000,000.00	 	 	$	75,000,000.00	 	 	$	1,100,000.00	 







 









 





SCHEDULE
B

to Credit Agreement




Schedule B: Fiscal Periods




For RSC Holdings II, LLC and each of its Subsidiaries:





	•	 	Annual Fiscal Periods begin on January 1 and end on December 31;
	 
	•	 	Quarterly Fiscal Periods end on March 31, June 30, September 30 and December 31; and





Monthly Fiscal Periods end on the last day of the applicable calendar month.




 









 





SCHEDULE C

to Credit Agreement




Schedule C: Rental Fleet Locations




	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	2177 JERROLD AVENUE

	 	SAN FRANCISCO
	 	CA
	 	 	94124	 
	2150 O’TOOLE AVE

	 	SAN JOSE
	 	CA
	 	 	95131	 
	4030 PACHECO BLVD

	 	MARTINEZ
	 	CA
	 	 	94553	 
	4030 PACHECO BLVD

	 	MARTINEZ
	 	CA
	 	 	94553	 
	VALERO REFINERY-C/O RSC#580
	 	 	 	 	 	 	 	 
	3300 BAYSHORE RD

	 	BENICIA
	 	CA
	 	 	94510	 
	4030 PACHECO BLVD

	 	MARTINEZ
	 	CA
	 	 	94553	 
	 
	 	 	 	 	 	 	 	 
	520 E. LA CADENA DRIVE

	 	RIVERSIDE
	 	CA
	 	 	92507	 
	4117 ROSEDALE HWY.

	 	BAKERSFIELD
	 	CA
	 	 	93308	 
	2900 E. SPRING ST.

	 	LONG BEACH
	 	CA
	 	 	90806	 
	28377 FELIX VALDEZ AVE

	 	TEMECULA
	 	CA
	 	 	92590	 
	1000 S GRAND

	 	SANTA ANA
	 	CA
	 	 	92705	 
	19091 HWY #33

	 	MCKITTRICK
	 	CA
	 	 	93251	 
	8450 HADDON AVE.

	 	SUN VALLEY
	 	CA
	 	 	91352	 
	2900 E. SPRING ST.

	 	LONG BEACH
	 	CA
	 	 	90806	 
	 
	 	 	 	 	 	 	 	 
	3461 EAST DEUCE OF CLUBS

	 	SHOW LOW
	 	AZ
	 	 	85901	 
	2323 WEST HIGHWAY 66

	 	GALLUP
	 	NM
	 	 	87301	 
	171 SOUTH BROWNING PARKWAY

	 	FARMINGTON
	 	NM
	 	 	87401	 
	6363 E. SECOND ST.

	 	PRESCOTT VALLEY
	 	AZ
	 	 	86314	 
	2678 E. HUNTINGTON DRIVE

	 	FLAGSTAFF
	 	AZ
	 	 	86001	 
	2250 SILVER CREEK ROAD

	 	BULLHEAD CITY
	 	AZ
	 	 	86442	 
	557 AIRPARK DR.

	 	DURANGO
	 	CO
	 	 	81303	 
	 
	 	 	 	 	 	 	 	 
	6200 DUVAL MINE ROAD

	 	SAHUARITA
	 	AZ
	 	 	85629	 
	215 EAST BASELINE ROAD

	 	GILBERT
	 	AZ
	 	 	85233	 
	1770 WEST PRINCE ROAD

	 	TUCSON
	 	AZ
	 	 	85705	 
	648 EAST FRY BLVD

	 	SIERRA VISTA
	 	AZ
	 	 	85635	 
	1060 EAST HIGHWAY 70

	 	SAFFORD
	 	AZ
	 	 	85546	 
	2020 HIGHWAY 60

	 	GLOBE
	 	AZ
	 	 	85501	 
	21445 NO 27TH AVENUE

	 	PHOENIX
	 	AZ
	 	 	85027	 
	6921 EAST CAVE CREEK RD

	 	CAVE CREEK
	 	AZ
	 	 	85331	 
	1429 NORTH PINAL AVE

	 	CASA GRANDE
	 	AZ
	 	 	85122	 
	4521 US HIGHWAY 191

	 	MORENCI
	 	AZ
	 	 	85540	 
	2720 E. 16TH ST (HWY 95)

	 	YUMA
	 	AZ
	 	 	85365	 
	 
	 	 	 	 	 	 	 	 
	3520 N PERKINS RD

	 	STILLWATER
	 	OK
	 	 	74075	 
	3801 SE NOWATA ROAD

	 	BARTLESVILLE
	 	OK
	 	 	74006	 
	708 W. ELGIN STREET

	 	BROKEN ARROW
	 	OK
	 	 	74012	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	2500 SOUTH 32ND STREET

	 	MUSKOGEE
	 	OK
	 	 	74401	 
	8200 CHARLES PAGE BLVD

	 	SAND SPRINGS
	 	OK
	 	 	74063	 
	2807 N GARNETT ST

	 	TULSA
	 	OK
	 	 	74116	 
	1000 SOUTH PINE, ATTN: CONOCO

	 	PONCA CITY
	 	OK
	 	 	74602	 
	 
	 	 	 	 	 	 	 	 
	3212 PRAIRIE VALLEY ROAD

	 	ARDMORE
	 	OK
	 	 	73401	 
	2900 NO. INTERSTATE DRIVE

	 	NORMAN
	 	OK
	 	 	73072	 
	201 NORTH SARA RD.

	 	YUKON
	 	OK
	 	 	73099	 
	324 W. MEMORIAL ROAD

	 	OKLAHOMA CITY
	 	OK
	 	 	73114	 
	1 VALERO WAY

	 	ARDMORE
	 	OK
	 	 	73401	 
	2420 S.W. LEE BLVD

	 	LAWTON
	 	OK
	 	 	73505	 
	3101 SOUTH I-35 SVC RD

	 	OKLAHOMA CITY
	 	OK
	 	 	73129	 
	 
	 	 	 	 	 	 	 	 
	2225 AUSTIN STREET

	 	SAN ANGELO
	 	TX
	 	 	76903	 
	6701 FM 119

	 	SUNRAY
	 	TX
	 	 	79086	 
	3900 I-40 EAST

	 	AMARILLO
	 	TX
	 	 	79103	 
	317 SOUTHEAST LOOP 289

	 	LUBBOCK
	 	TX
	 	 	79404	 
	980 S. PAGEWOOD ST.

	 	ODESSA
	 	TX
	 	 	79762	 
	 
	 	 	 	 	 	 	 	 
	737 E. MAIN

	 	LEWISVILLE
	 	TX
	 	 	75057	 
	2728 N. WESTMORELAND

	 	DALLAS
	 	TX
	 	 	75212	 
	2809 W. KINGSLEY ROAD

	 	GARLAND
	 	TX
	 	 	75041	 
	1533 NORTH MCDONALD

	 	MCKINNEY
	 	TX
	 	 	75071	 
	 
	 	 	 	 	 	 	 	 
	5028 WEST LOOP 281

	 	LONGVIEW
	 	TX
	 	 	75603	 
	13240 STATE HWY 110 SOUTH

	 	TYLER
	 	TX
	 	 	75707	 
	2022 TEXAS BLVD

	 	TEXARKANA
	 	TX
	 	 	75501	 
	810 STRONG HWY

	 	EL DORADO
	 	AR
	 	 	71730	 
	300 LYNBROOK BLVD

	 	SHREVEPORT
	 	LA
	 	 	71106	 
	 
	 	 	 	 	 	 	 	 
	U.S.HIGHWAY 79 SOUTH

	 	BUFFALO
	 	TX
	 	 	75831	 
	2301 SO TEXAS AVENUE

	 	COLLEGE STATION
	 	TX
	 	 	77840	 
	2700 WEST HIGHWAY 290

	 	BRENHAM
	 	TX
	 	 	77833	 
	5210 SO GENERAL BRUCE

	 	TEMPLE
	 	TX
	 	 	76502	 
	1300 W CENTRAL TEXAS EXPRESSWY

	 	KILLEEN
	 	TX
	 	 	76542	 
	6935 WOODWAY DRIVE

	 	WACO
	 	TX
	 	 	76712	 
	 
	 	 	 	 	 	 	 	 
	501 SO PADRE ISLAND DR.

	 	CORPUS CHRISTI
	 	TX
	 	 	78405	 
	FLINT HILLS REFINERY (ON-SITE)
	 	 	 	 	 	 	 	 
	2825 SUNTIDE ROAD, GATE 3A

	 	CORPUS CHRISTI
	 	TX
	 	 	78410	 
	12104 NAVARRO ST.

	 	VICTORIA
	 	TX
	 	 	77904	 
	824 S HWY 35 BYPASS

	 	PORT LAVACA
	 	TX
	 	 	77979	 
	1122 CANTWELL LANE,
	 	 	 	 	 	 	 	 
	VALERO REFINERY ONSITE

	 	CORPUS CHRISTI
	 	TX
	 	 	78407	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	4633 HIGHWAY 361

	 	GREGORY
	 	TX
	 	 	78359	 
	301 W LEROY ST

	 	THREE RIVERS
	 	TX
	 	 	78071	 
	 
	 	 	 	 	 	 	 	 
	29786 N. HIGHWAY 281

	 	BULVERDE
	 	TX
	 	 	78163	 
	29880 I-10 WEST

	 	BOERNE
	 	TX
	 	 	78006	 
	5120 WURZBACH RD.

	 	SAN ANTONIO
	 	TX
	 	 	78238	 
	5333 EAST HOUSTON

	 	SAN ANTONIO
	 	TX
	 	 	78220	 
	 
	 	 	 	 	 	 	 	 
	6230 SOUTHWEST PARKWAY

	 	WICHITA FALLS
	 	TX
	 	 	76310	 
	12997 NORTH FREEWAY

	 	FORT WORTH
	 	TX
	 	 	76177	 
	1766 S. TREADAWAY

	 	ABILENE
	 	TX
	 	 	79602	 
	320 HIGHWAY 67

	 	MIDLOTHIAN
	 	TX
	 	 	76065	 
	2201 TIN TOP ROAD #400

	 	WEATHERFORD
	 	TX
	 	 	76086	 
	4900 E. LOOP 820 SOUTH

	 	FORT WORTH
	 	TX
	 	 	76119	 
	 
	 	 	 	 	 	 	 	 
	3301 INTERSTATE HWY 35 NORTH

	 	ROUND ROCK
	 	TX
	 	 	78664	 
	1600 OLLIE LN.

	 	MARBLE FALLS
	 	TX
	 	 	78654	 
	4542 S. INTERSTATE HWY 35 S.

	 	SAN MARCOS
	 	TX
	 	 	78666	 
	507 HIGHWAY 71

	 	BASTROP
	 	TX
	 	 	78602	 
	10300 IH-35 NORTH

	 	AUSTIN
	 	TX
	 	 	78753	 
	3506 CHAPMAN LANE

	 	AUSTIN
	 	TX
	 	 	78744	 
	 
	 	 	 	 	 	 	 	 
	3500 ELLEN TROUT DRIVE

	 	LUFKIN
	 	TX
	 	 	75904	 
	820 HIGHWAY 30 EAST

	 	HUNTSVILLE
	 	TX
	 	 	77320	 
	32000 STATE HIGHWAY 249
	 	 	 	 	 	 	 	 
	MONTGOMERY COUNTY

	 	PINEHURST
	 	TX
	 	 	77362	 
	3595 FM 1960 W

	 	HUMBLE
	 	TX
	 	 	77338	 
	4007 SPRAYBERRY LANE

	 	CONROE
	 	TX
	 	 	77303	 
	 
	 	 	 	 	 	 	 	 
	1013 EMERALD VALLEY DR.

	 	LAREDO
	 	TX
	 	 	78043	 
	3495 E RUBEN M. TORRES

	 	BROWNSVILLE
	 	TX
	 	 	78521	 
	3925 N. CAGE BLVD

	 	PHARR
	 	TX
	 	 	78577	 
	1720 W EXPRESSWAY 83

	 	SAN BENITO
	 	TX
	 	 	78586	 
	 
	 	 	 	 	 	 	 	 
	729 S. WESTOVER BLVD.

	 	ALBANY
	 	GA
	 	 	31721	 
	10427 HWY 84 EAST

	 	THOMASVILLE
	 	GA
	 	 	31792	 
	3425 NAPIER FIELD ROAD

	 	DOTHAN
	 	AL
	 	 	36303	 
	709 WEST GAINES STREET

	 	TALLAHASSEE
	 	FL
	 	 	32304	 
	3655 NO MONROE STREET

	 	TALLAHASSEE
	 	FL
	 	 	32303	 
	2445 CAPITAL CIRCLE N.E.

	 	TALLAHASSEE
	 	FL
	 	 	32308	 
	4383 INNER PERIMETER RD

	 	VALDOSTA
	 	GA
	 	 	31602	 
	 
	 	 	 	 	 	 	 	 
	SHENANDOAH INDUSTRIAL PARK
	 	 	 	 	 	 	 	 
	35 HERRING ROAD

	 	NEWNAN
	 	GA
	 	 	30265	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	1275 CARROLLTON-VILLA RICA HWY

	 	VILLA RICA
	 	GA
	 	 	30180	 
	616 HWY. 138 SW

	 	RIVERDALE
	 	GA
	 	 	30274	 
	50 TRADE STREET

	 	BOGART
	 	GA
	 	 	30622	 
	3297 MARTHA BERRY HWY

	 	ROME
	 	GA
	 	 	30165	 
	135 PEACHTREE ROAD
	 	 	 	 	 	 	 	 
	MACON/WARNER ROBINS

	 	BYRON
	 	GA
	 	 	31008	 
	392 NORTH EXPRESSWAY

	 	GRIFFIN
	 	GA
	 	 	30223	 
	229 HURRICANE SHOALS RD

	 	LAWRENCEVILLE
	 	GA
	 	 	30045	 
	1950 GUFFIN LANE

	 	MARIETTA
	 	GA
	 	 	30066	 
	 
	 	 	 	 	 	 	 	 
	2136 W. BEAVER STREET

	 	JACKSONVILLE
	 	FL
	 	 	32209	 
	8618 PHILLIPS HIGHWAY

	 	JACKSONVILLE
	 	FL
	 	 	32256	 
	1830 MASON AVENUE

	 	DAYTONA BEACH
	 	FL
	 	 	32117	 
	539 S.W. ARROW HEAD TERRACE

	 	LAKE CITY
	 	FL
	 	 	32024	 
	16300 HIGHWAY 80 WEST

	 	STATESBORO
	 	GA
	 	 	30458	 
	1000 CHATHAM PKWY. NORTH

	 	GARDEN CITY
	 	GA
	 	 	31408	 
	1008 COMMERCIAL DRIVE

	 	BRUNSWICK
	 	GA
	 	 	31520	 
	 
	 	 	 	 	 	 	 	 
	14144 66TH STREET NORTH

	 	LARGO
	 	FL
	 	 	33771	 
	3051 HANSON STREET

	 	FORT MYERS
	 	FL
	 	 	33916	 
	11507 US 19 NORTH

	 	PORT RICHEY
	 	FL
	 	 	34668	 
	3635 US HWY. 98 N.

	 	LAKELAND
	 	FL
	 	 	33809	 
	5907 E. ADAMO

	 	TAMPA
	 	FL
	 	 	33619	 
	907 E. CANAL ST.

	 	MULBERRY
	 	FL
	 	 	33860	 
	355 5TH ST. S.W.

	 	WINTER HAVEN
	 	FL
	 	 	33880	 
	 
	 	 	 	 	 	 	 	 
	3019 S. U.S.HIGHWAY 1

	 	FORT PIERCE
	 	FL
	 	 	34982	 
	6575 SOUTHERN BLVD.

	 	WEST PALM BEACH
	 	FL
	 	 	33413	 
	3540 BURRIS RD

	 	DAVIE
	 	FL
	 	 	33314	 
	4201 L B MC LEOD RD

	 	ORLANDO
	 	FL
	 	 	32811	 
	100 WEBER AVE.

	 	LEESBURG
	 	FL
	 	 	34748	 
	2850 W STATE RD 520

	 	COCOA
	 	FL
	 	 	32926	 
	P.O. BOX 22036
	 	 	 	 	 	 	 	 
	3650 BONNET CREEK ROAD

	 	LAKE BUENA VISTA
	 	FL
	 	 	32830	 
	 
	 	 	 	 	 	 	 	 
	3925 WASHINGTON BLVD.

	 	BALTIMORE
	 	MD
	 	 	21227	 
	1303 GOVERNOR COURT

	 	ABINGDON
	 	MD
	 	 	21009	 
	4622 WEDGEWOOD BLVD

	 	FREDERICK
	 	MD
	 	 	21703	 
	8200 CRYDEN WAY

	 	FORESTVILLE
	 	MD
	 	 	20747	 
	12391 RANDOLPH RIDGE LANE

	 	MANASSAS
	 	VA
	 	 	20109	 
	4616 LASSEN LANE

	 	FREDERICKSBURG
	 	VA
	 	 	22408	 
	1308 HORNER ROAD

	 	WOODBRIDGE
	 	VA
	 	 	22191	 
	 
	 	 	 	 	 	 	 	 
	1201 ELECTRIC ROAD

	 	SALEM
	 	VA
	 	 	24153	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	1570 RADFORD ROAD

	 	CHRISTIANSBURG
	 	VA
	 	 	24073	 
	1961 S. LOUDOUN STREET

	 	WINCHESTER
	 	VA
	 	 	22601	 
	161 CHARLES STREET

	 	HARRISONBURG
	 	VA
	 	 	22802	 
	104 MEADE AVENUE

	 	CHARLOTTESVILLE
	 	VA
	 	 	22902	 
	3560 YOUNG PLACE

	 	LYNCHBURG
	 	VA
	 	 	24501	 
	 
	 	 	 	 	 	 	 	 
	2408 GAMBRINUS SW

	 	CANTON
	 	OH
	 	 	44708	 
	7094 TRUCK WORLD BLVD

	 	HUBBARD
	 	OH
	 	 	44425	 
	1819 WOODVILLE ROAD

	 	OREGON
	 	OH
	 	 	43616	 
	2292 S. ARLINGTON ST.

	 	AKRON
	 	OH
	 	 	44319	 
	1373 CONANT ST

	 	MAUMEE
	 	OH
	 	 	43537	 
	4300 MUHLHAUSER ROAD

	 	FAIRFIELD
	 	OH
	 	 	45014	 
	5773 EXECUTIVE BLVD.

	 	DAYTON
	 	OH
	 	 	45424	 
	 
	 	 	 	 	 	 	 	 
	700 SO 15TH AVENUE

	 	HOPEWELL
	 	VA
	 	 	23860	 
	1000 HALSTEAD BLVD

	 	ELIZABETH CITY
	 	NC
	 	 	27909	 
	905 EAST RANDOLPH RD.
	 	 	 	 	 	 	 	 
	HONEYWELL

	 	HOPEWELL
	 	VA
	 	 	23860	 
	1344 TAYLOR FARM ROAD

	 	VIRGINIA BEACH
	 	VA
	 	 	23453	 
	6710 EVERGLADES DRIVE

	 	RICHMOND
	 	VA
	 	 	23225	 
	602 COPELAND DRIVE

	 	HAMPTON
	 	VA
	 	 	23661	 
	3501 BUSINESS CENTER DRIVE

	 	CHESAPEAKE
	 	VA
	 	 	23323	 
	 
	 	 	 	 	 	 	 	 
	900 WEST BASIN ROAD

	 	NEW CASTLE
	 	DE
	 	 	19720	 
	28587 SUSSEX HIGHWAY

	 	LAUREL
	 	DE
	 	 	19956	 
	100 LIBERTY LANE

	 	CHALFONT
	 	PA
	 	 	18914	 
	 
	 	 	 	 	 	 	 	 
	4017 HWY 74 WEST

	 	MONROE
	 	NC
	 	 	28110	 
	3883 SWEETEN CREEK ROAD

	 	ARDEN
	 	NC
	 	 	28704	 
	3022 GRIFFITH STREET

	 	CHARLOTTE
	 	NC
	 	 	28203	 
	925 RIVERVIEW ROAD

	 	ROCK HILL
	 	SC
	 	 	29732	 
	141 SWEETEN CREEK ROAD

	 	ASHEVILLE
	 	NC
	 	 	28803	 
	505 E. PLAZA DRIVE

	 	MOORESVILLE
	 	NC
	 	 	28115	 
	10840 METROMONT PARKWAY

	 	CHARLOTTE
	 	NC
	 	 	28269	 
	 
	 	 	 	 	 	 	 	 
	105 SOUTH SWING ROAD

	 	GREENSBORO
	 	NC
	 	 	27409	 
	5600 CHAPEL HILL ROAD

	 	RALEIGH
	 	NC
	 	 	27607	 
	1020 NORTH FRONT STREET

	 	WILMINGTON
	 	NC
	 	 	28401	 
	229 CENTER STREET

	 	JACKSONVILLE
	 	NC
	 	 	28546	 
	200 S. LASALLE STREET

	 	DURHAM
	 	NC
	 	 	27705	 
	4301 MURCHISON ROAD

	 	FAYETTEVILLE
	 	NC
	 	 	28311	 
	4320 NEW BERN AVENUE

	 	RALEIGH
	 	NC
	 	 	27610	 
	 
	 	 	 	 	 	 	 	 
	3521 MIKE PADGETT HIGHWAY

	 	AUGUSTA
	 	GA
	 	 	30906	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	709 SEABOARD STREET

	 	MYRTLE BEACH
	 	SC
	 	 	29577	 
	610 E PINE LOG ROAD

	 	AIKEN
	 	SC
	 	 	29803	 
	2721 WEST 5TH NORTH STREET

	 	SUMMERVILLE
	 	SC
	 	 	29483	 
	2402 HIGHWAY 72 — 221 EAST

	 	GREENWOOD
	 	SC
	 	 	29648	 
	1400 BLUFF ROAD

	 	COLUMBIA
	 	SC
	 	 	29201	 
	1000 WOODRUFF ROAD

	 	GREENVILLE
	 	SC
	 	 	29607	 
	2841 AZALEA DRIVE

	 	CHARLESTON
	 	SC
	 	 	29405	 
	 
	 	 	 	 	 	 	 	 
	6778 LINCOLN HWY WEST

	 	THOMASVILLE
	 	PA
	 	 	17364	 
	932 S. 13TH ST

	 	HARRISBURG
	 	PA
	 	 	17104	 
	1209 MARSHALL AVENUE

	 	LANCASTER
	 	PA
	 	 	17601	 
	947 ROUTE 22 EAST

	 	DUNCANSVILLE
	 	PA
	 	 	16635	 
	 
	 	 	 	 	 	 	 	 
	573 NEW GOFF MOUNTAIN ROAD

	 	CROSS LANES
	 	WV
	 	 	25313	 
	319 OAKVALE ROAD

	 	PRINCETON
	 	WV
	 	 	24740	 
	307 NO EISENHOWER DRIVE

	 	BECKLEY
	 	WV
	 	 	25801	 
	944 MANIFOLD ROAD

	 	WASHINGTON
	 	PA
	 	 	15301	 
	 
	 	 	 	 	 	 	 	 
	ONE FIELDS POINT DRIVE

	 	PROVIDENCE
	 	RI
	 	 	02905	 
	15 SHARPNERS POND ROAD, BUILDING G

	 	NORTH ANDOVER
	 	MA
	 	 	01845	 
	60 WOOSTER STREET

	 	NEW BRITAIN
	 	CT
	 	 	06052	 
	 
	 	 	 	 	 	 	 	 
	2025 WESTFIELD AVE

	 	WATERLOO
	 	IA
	 	 	50701	 
	301 WEST MABEL STREET

	 	MANKATO
	 	MN
	 	 	56002	 
	2340 FERNBROOK LANE NORTH

	 	PLYMOUTH
	 	MN
	 	 	55447	 
	6740 HUDSON BLVD

	 	OAKDALE
	 	MN
	 	 	55128	 
	3750 HIGHWAY 13 WEST

	 	BURNSVILLE
	 	MN
	 	 	55337	 
	3020 HIGHWAY 63 NORTH

	 	ROCHESTER
	 	MN
	 	 	55906	 
	2150 4TH AVE. SOUTH

	 	CLEAR LAKE
	 	IA
	 	 	50428	 
	3352 SOUTHWAY DRIVE

	 	SAINT CLOUD
	 	MN
	 	 	56301	 
	4016 HIGHWAY BLVD

	 	SPENCER
	 	IA
	 	 	51301	 
	 
	 	 	 	 	 	 	 	 
	2021 NE BROADWAY

	 	DES MOINES
	 	IA
	 	 	50313	 
	2108 E. LINCOLN WAY

	 	AMES
	 	IA
	 	 	50010	 
	3708 ARCH AVENUE

	 	GRAND ISLAND
	 	NE
	 	 	68803	 
	8616 S. 135TH ST

	 	OMAHA
	 	NE
	 	 	68138	 
	1821 CORNHUSKER HWY.

	 	LINCOLN
	 	NE
	 	 	68521	 
	3620 NORTH LEWIS AVENUE

	 	SIOUX FALLS
	 	SD
	 	 	57104	 
	 
	 	 	 	 	 	 	 	 
	3913 24TH STREET

	 	MOLINE
	 	IL
	 	 	61265	 
	5735 4TH STREET SW

	 	CEDAR RAPIDS
	 	IA
	 	 	52404	 
	1414 E TRIUMPH DRIVE

	 	URBANA
	 	IL
	 	 	61802	 
	1050 SOUTH GEAR AVE.

	 	WEST BURLINGTON
	 	IA
	 	 	52655	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	2700 SOUTH 17TH. STREET

	 	CLINTON
	 	IA
	 	 	52732	 
	2701 S. MAIN ST

	 	BLOOMINGTON
	 	IL
	 	 	61704	 
	2901 N PEORIA STREET

	 	PERU
	 	IL
	 	 	61354	 
	1845 E, LINCOLN HIGHWAY

	 	DEKALB
	 	IL
	 	 	60115	 
	3407 N. MAIN STREET

	 	EAST PEORIA
	 	IL
	 	 	61611	 
	1303 WASHINGTON ST.

	 	MUSCATINE
	 	IA
	 	 	52761	 
	1025 CEDAR CROSS RD.

	 	DUBUQUE
	 	IA
	 	 	52003	 
	 
	 	 	 	 	 	 	 	 
	8155 EAST GATE BLVD

	 	MOUNT JULIET
	 	TN
	 	 	37122	 
	147 JACK MILLER BLVD.

	 	CLARKSVILLE
	 	TN
	 	 	37042	 
	301 CRUTCHER STREET

	 	NASHVILLE
	 	TN
	 	 	37213	 
	1425 SOUTH CHURCH STREET

	 	MURFREESBORO
	 	TN
	 	 	37130	 
	109 CENTURY COURT

	 	FRANKLIN
	 	TN
	 	 	37064	 
	 
	 	 	 	 	 	 	 	 
	4419 REAS BRIDGE ROAD

	 	DECATUR
	 	IL
	 	 	62521	 
	9080 VETERANS MEMORIAL PARKWAY

	 	O FALLON
	 	MO
	 	 	63366	 
	421 NORTH OUTER SERVICE ROAD

	 	VALLEY PARK
	 	MO
	 	 	63088	 
	2050 SOUTHERN EXPRESSWAY

	 	CAPE GIRARDEAU
	 	MO
	 	 	63703	 
	1600 SOUTH DIRKSEN PKWY

	 	SPRINGFIELD
	 	IL
	 	 	62703	 
	5076 MID AMERICA CT

	 	COLLINSVILLE
	 	IL
	 	 	62234	 
	ROUTE 111, PO BOX 76
	 	 	 	 	 	 	 	 
	CONOCO PHILLIPS REFINERY

	 	ROXANA
	 	IL
	 	 	62084	 
	1326 S BISHOP AVE

	 	ROLLA
	 	MO
	 	 	65401	 
	 
	 	 	 	 	 	 	 	 
	1100 VINE STREET

	 	HAYS
	 	KS
	 	 	67601	 
	325 SOUTH KANSAS AVENUE

	 	LIBERAL
	 	KS
	 	 	67901	 
	9707 E ORME

	 	WICHITA
	 	KS
	 	 	67207	 
	9127 W KELLOGG DR

	 	WICHITA
	 	KS
	 	 	67209	 
	307 NO 14TH

	 	DODGE CITY
	 	KS
	 	 	67801	 
	915 ENOCH LANE

	 	MANHATTAN
	 	KS
	 	 	66502	 
	1500 SO BROADWAY

	 	SALINA
	 	KS
	 	 	67401	 
	 
	 	 	 	 	 	 	 	 
	11615 SOUTH ROGERS ROAD

	 	OLATHE
	 	KS
	 	 	66062	 
	1040 BURLINGTON

	 	NORTH KANSAS CITY
	 	MO
	 	 	64116	 
	951 SOUTHEAST OLDHAM PKWY

	 	LEES SUMMIT
	 	MO
	 	 	64081	 
	2805 E NEWMAN

	 	JOPLIN
	 	MO
	 	 	64801	 
	3818 S. LEONARD RD

	 	SAINT JOSEPH
	 	MO
	 	 	64503	 
	3100 HASKELL

	 	LAWRENCE
	 	KS
	 	 	66046	 
	 
	 	 	 	 	 	 	 	 
	7217 AIRWAYS BLVD

	 	SOUTHAVEN
	 	MS
	 	 	38671	 
	6600 HIGHWAY 70

	 	BARTLETT
	 	TN
	 	 	38134	 
	2927 BROWNS LANE

	 	JONESBORO
	 	AR
	 	 	72401	 
	4885 NORTH COUNTY ROAD 773

	 	BLYTHEVILLE
	 	AR
	 	 	72315	 
	174 KENWORTH BLVD

	 	JACKSON
	 	TN
	 	 	38305	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	6876 W.REPUBLIC RD.

	 	REPUBLIC
	 	MO
	 	 	65738	 
	3008 NORTH BALTIMORE STREET

	 	KIRKSVILLE
	 	MO
	 	 	63501	 
	5635 HIGHWAY 54

	 	OSAGE BEACH
	 	MO
	 	 	65065	 
	754 E YOUNG

	 	WARRENSBURG
	 	MO
	 	 	64093	 
	3215 PARIS RD.

	 	COLUMBIA
	 	MO
	 	 	65201	 
	3639 MAINE

	 	QUINCY
	 	IL
	 	 	62305	 
	48 INDUSTRIAL PARK DRIVE

	 	HOLLISTER
	 	MO
	 	 	65672	 
	 
	 	 	 	 	 	 	 	 
	1226 E. 16TH AVENUE

	 	HIBBING
	 	MN
	 	 	55746	 
	4201 W. FIRST STREET

	 	DULUTH
	 	MN
	 	 	55807	 
	3004 THUNDER ROAD

	 	FARGO
	 	ND
	 	 	58104	 
	3131 EAST BROADWAY AVE.

	 	BISMARCK
	 	ND
	 	 	58501	 
	 
	 	 	 	 	 	 	 	 
	5417 MIDDLEBROOK PIKE

	 	KNOXVILLE
	 	TN
	 	 	37921	 
	6688 W ANDREW JOHNSON HIGHWAY

	 	TALBOTT
	 	TN
	 	 	37877	 
	608 WEST AVENUE

	 	CROSSVILLE
	 	TN
	 	 	38555	 
	912 W. CUMBERLAND GAP PKWY

	 	CORBIN
	 	KY
	 	 	40701	 
	880 BOONE STATION RD

	 	JOHNSON CITY
	 	TN
	 	 	37615	 
	1830 FOREMAN DRIVE

	 	COOKEVILLE
	 	TN
	 	 	38501	 
	 
	 	 	 	 	 	 	 	 
	6001 ATWOOD DRIVE

	 	RICHMOND
	 	KY
	 	 	40475	 
	210 CORPORATE DRIVE

	 	ELIZABETHTOWN
	 	KY
	 	 	42701	 
	65 SULPHUR SPRINGS ROAD

	 	LEBANON
	 	KY
	 	 	40033	 
	970 LOVERS LANE

	 	BOWLING GREEN
	 	KY
	 	 	42104	 
	3485 ROGER E SCHUPP

	 	LOUISVILLE
	 	KY
	 	 	40205	 
	4828 CONSTELLATION AVE.

	 	EVANSVILLE
	 	IN
	 	 	47715	 
	3805 S. HARDING ST.

	 	INDIANAPOLIS
	 	IN
	 	 	46217	 
	 
	 	 	 	 	 	 	 	 
	300 W CHICAGO AVENUE

	 	EAST CHICAGO
	 	IN
	 	 	46312	 
	2201 E. HIGGINS ROAD

	 	ELK GROVE VILLAGE
	 	IL
	 	 	60007	 
	BP AMERICA, WHITING REFINERY
	 	 	 	 	 	 	 	 
	300 W CHICAGO AVENUE

	 	EAST CHICAGO
	 	IN
	 	 	46312	 
	22634 SO. FRONTAGE ROAD WEST

	 	CHANNAHON
	 	IL
	 	 	60410	 
	4311 N. MAYFLOWER RD.

	 	SOUTH BEND
	 	IN
	 	 	46628	 
	 
	 	 	 	 	 	 	 	 
	21600 DORAL ROAD

	 	WAUKESHA
	 	WI
	 	 	53186	 
	5814 GREEN VALLEY RD

	 	OSHKOSH
	 	WI
	 	 	54904	 
	2809 LARSON STREET

	 	LA CROSSE
	 	WI
	 	 	54603	 
	3161 MARKET STREET

	 	GREEN BAY
	 	WI
	 	 	54304	 
	26 MARSH COURT

	 	MADISON
	 	WI
	 	 	53718	 
	5605 MESKER STREET

	 	SCHOFIELD
	 	WI
	 	 	54476	 
	5809 HWY 8 WEST

	 	RHINELANDER
	 	WI
	 	 	54501	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	9170 COORS NW

	 	ALBUQUERQUE
	 	NM
	 	 	87120	 
	2401 MENAUL NE

	 	ALBUQUERQUE
	 	NM
	 	 	87107	 
	2707 CERRILLOS

	 	SANTA FE
	 	NM
	 	 	87507	 
	1437 US HWY 70 WEST

	 	ALAMOGORDO
	 	NM
	 	 	88310	 
	708 WEST PALMS

	 	LAS CRUCES
	 	NM
	 	 	88005	 
	6914 GATEWAY EAST

	 	EL PASO
	 	TX
	 	 	79915	 
	6500 TROWBRIDGE DR.

	 	EL PASO
	 	TX
	 	 	79905	 
	212 RED CLOUD RD.

	 	CARLSBAD
	 	NM
	 	 	88220	 
	 
	 	 	 	 	 	 	 	 
	11250 EAST 40TH AVENUE

	 	DENVER
	 	CO
	 	 	80239	 
	1250 ZUNI STREET

	 	DENVER
	 	CO
	 	 	80204	 
	13109 HWY 85

	 	LITTLETON
	 	CO
	 	 	80125	 
	2401 STEEL DRIVE

	 	COLORADO SPRINGS
	 	CO
	 	 	80907	 
	814 N. SANTA FE AVENUE

	 	PUEBLO
	 	CO
	 	 	81003	 
	1600 KANSAS AVENUE

	 	LONGMONT
	 	CO
	 	 	80501	 
	5601 BRIGHTON BLVD.

	 	COMMERCE CITY
	 	CO
	 	 	80022	 
	 
	 	 	 	 	 	 	 	 
	460 32ND ROAD

	 	CLIFTON
	 	CO
	 	 	81520	 
	P.O. BOX 775489
	 	 	 	 	 	 	 	 
	2251 DOWNHILL DRIVE

	 	STEAMBOAT SPRINGS
	 	CO
	 	 	80487	 
	1045 CHAMBERS AVE
	 	 	 	 	 	 	 	 
	PO BOX 4106

	 	EAGLE
	 	CO
	 	 	81631	 
	PO BOX 4240
	 	 	 	 	 	 	 	 
	0116 COUNTY ROAD 450

	 	BRECKENRIDGE
	 	CO
	 	 	80424	 
	2781 WEST 2100 SOUTH

	 	WEST VALLEY CITY
	 	UT
	 	 	84119	 
	2351 NORTH 1100 WEST

	 	SALT LAKE CITY
	 	UT
	 	 	84116	 
	 
	 	 	 	 	 	 	 	 
	230394 HIGHLAND ROAD

	 	SCOTTSBLUFF
	 	NE
	 	 	69361	 
	1429 MULBERRY

	 	FORT COLLINS
	 	CO
	 	 	80524	 
	1215 WEST LINCOLNWAY

	 	CHEYENNE
	 	WY
	 	 	82001	 
	3233 CY AVENUE

	 	CASPER
	 	WY
	 	 	82604	 
	2601 E. 2ND ST.

	 	GILLETTE
	 	WY
	 	 	82718	 
	2651 GABEL RD.

	 	BILLINGS
	 	MT
	 	 	59102	 
	 
	 	 	 	 	 	 	 	 
	501 S MAIN ST

	 	ELLENSBURG
	 	WA
	 	 	98926	 
	1210 WEST BROADWAY

	 	MOSES LAKE
	 	WA
	 	 	98837	 
	2302 EAST “Q” STREET

	 	TACOMA
	 	WA
	 	 	98421	 
	2810 HIGHLAND AVE

	 	EVERETT
	 	WA
	 	 	98201	 
	9045 WILLOWS ROAD

	 	REDMOND
	 	WA
	 	 	98052	 
	5421 1ST AVENUE SOUTH

	 	SEATTLE
	 	WA
	 	 	98108	 
	1301 EAST COLLEGE WAY

	 	MOUNT VERNON
	 	WA
	 	 	98273	 
	421 SO. WENATCHEE AVENUE

	 	WENATCHEE
	 	WA
	 	 	98801	 
	 
	 	 	 	 	 	 	 	 
	7920 NE ST. JOHNS ROAD

	 	VANCOUVER
	 	WA
	 	 	98665	 
	13850 SE AMBLER RD.

	 	CLACKAMAS
	 	OR
	 	 	97015	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	2358 N 1ST ST

	 	HERMISTON
	 	OR
	 	 	97838	 
	62530 HIGHWAY 101 SOUTH

	 	COOS BAY
	 	OR
	 	 	97420	 
	3092 SILVERTON ROAD

	 	SALEM
	 	OR
	 	 	97301	 
	9510 W. CLEARWWATER AVE.

	 	KENNEWICK
	 	WA
	 	 	99336	 
	 
	 	 	 	 	 	 	 	 
	38385 HIGHWAY 30

	 	GONZALES
	 	LA
	 	 	70737	 
	HIGHWAY 70 @ 44

	 	CONVENT
	 	LA
	 	 	70723	 
	10606 E MAIN STREET

	 	HOUMA
	 	LA
	 	 	70363	 
	58020 INDUSTRIAL BLVD

	 	PLAQUEMINE
	 	LA
	 	 	70764	 
	PO BOX 665; 2235 HWY 70

	 	DONALDSONVILLE
	 	LA
	 	 	70346	 
	8404 RIVER ROAD

	 	GEISMAR
	 	LA
	 	 	70734	 
	 
	 	 	 	 	 	 	 	 
	3301 CITIES SERVICE HWY

	 	WESTLAKE
	 	LA
	 	 	70669	 
	1410 E PRIEN LAKE RD

	 	LAKE CHARLES
	 	LA
	 	 	70601	 
	11832 LAKE CHARLES HWY

	 	LEESVILLE
	 	LA
	 	 	71446	 
	900 HWY. 108, PO BOX 216

	 	SULPHUR
	 	LA
	 	 	70664	 
	CONOCO REFINERY
	 	 	 	 	 	 	 	 
	2200 OLD SPANISH TRAIL

	 	WESTLAKE
	 	LA
	 	 	70669	 
	PPG — 1300 PPG DRIVE

	 	WESTLAKE
	 	LA
	 	 	70669	 
	 
	 	 	 	 	 	 	 	 
	BAYER-ON SITE RENTAL STORE
	 	 	 	 	 	 	 	 
	8500 WEST BAY ROAD

	 	BAYTOWN
	 	TX
	 	 	77520	 
	EQUISTAR, 8280 SHELDON ROAD

	 	CHANNELVIEW
	 	TX
	 	 	77530	 
	7840 HIGHWAY 146 SOUTH

	 	BAYTOWN
	 	TX
	 	 	77520	 
	8200 EAST FREEWAY

	 	HOUSTON
	 	TX
	 	 	77029	 
	5900 HIGHWAY 225, GATE 22

	 	DEER PARK
	 	TX
	 	 	77536	 
	8807 HIGHWAY 225

	 	LA PORTE
	 	TX
	 	 	77571	 
	1900 TITLE ROAD, GATE 4

	 	DEER PARK
	 	TX
	 	 	77536	 
	 
	 	 	 	 	 	 	 	 
	5603 7TH ST.

	 	BAY CITY
	 	TX
	 	 	77414	 
	DOW CHEMICAL ON SITE RENTAL YD
	 	 	 	 	 	 	 	 
	458 PLANTATION DR PMB 302

	 	LAKE JACKSON
	 	TX
	 	 	77566	 
	CONOCO PHILLIPS REFINERY
	 	 	 	 	 	 	 	 
	FM 524 AND HWY 35 GATE 105

	 	OLD OCEAN
	 	TX
	 	 	77463	 
	2011 HIGHWAY 288

	 	FREEPORT
	 	TX
	 	 	77541	 
	4002 TEXAS AVENUE

	 	TEXAS CITY
	 	TX
	 	 	77590	 
	602 COPPER ROAD

	 	FREEPORT
	 	TX
	 	 	77541	 
	6311 HARBORSIDE DR

	 	GALVESTON
	 	TX
	 	 	77554	 
	 
	 	 	 	 	 	 	 	 
	3612 COLISEUM BLVD

	 	ALEXANDRIA
	 	LA
	 	 	71303	 
	4911 HIGHWAY 90 EAST

	 	BROUSSARD
	 	LA
	 	 	70518	 
	6952 AIRLINE HWY

	 	BATON ROUGE
	 	LA
	 	 	70805	 
	913 CHIPPEWA ST.

	 	BATON ROUGE
	 	LA
	 	 	70805	 
	 
	 	 	 	 	 	 	 	 
	911 S. LOOP WEST

	 	HOUSTON
	 	TX
	 	 	77054	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	11003 BISSONNET

	 	HOUSTON
	 	TX
	 	 	77099	 
	2510 SOUTH MAIN

	 	STAFFORD
	 	TX
	 	 	77477	 
	15210 FM 529 @ HIGHWAY 6

	 	HOUSTON
	 	TX
	 	 	77095	 
	17700 HIGHWAY 3

	 	WEBSTER
	 	TX
	 	 	77598	 
	20202 PARK ROW

	 	KATY
	 	TX
	 	 	77449	 
	2735 FM 2218

	 	ROSENBERG
	 	TX
	 	 	77471	 
	 
	 	 	 	 	 	 	 	 
	5194 FM 1006

	 	ORANGE
	 	TX
	 	 	77630	 
	905 W. JADE AVENUE

	 	PORT ARTHUR
	 	TX
	 	 	77640	 
	4225 COLLEGE ST

	 	BEAUMONT
	 	TX
	 	 	77707	 
	C/O MOTIVA PAR
	 	 	 	 	 	 	 	 
	2555 SAVANNAH AVENUE

	 	PORT ARTHUR
	 	TX
	 	 	77641	 
	1635 INDUSTRIAL PARK DR.

	 	NEDERLAND
	 	TX
	 	 	77627	 
	 
	 	 	 	 	 	 	 	 
	4915 101 AVENUE

	 	EDMONTON
	 	AB
	 	 	T6A 0L6	 
	4920 56TH AVENUE

	 	BONNYVILLE
	 	AB
	 	 	T9N 2N8	 
	15730 118 AVENUE

	 	EDMONTON
	 	AB
	 	 	T5V 1C4	 
	11141 — 89 AVE

	 	FORT SASKATCHEWAN
	 	AB
	 	 	T8L 2T3	 
	3915 — 38 STREET

	 	WHITECOURT
	 	AB
	 	 	T7S 1P1	 
	 
	 	 	 	 	 	 	 	 
	2921 MILLAR AVENUE

	 	SASKATOON
	 	SK
	 	 	S7K 6P6	 
	235 MC DONALD STREET NORTH

	 	REGINA
	 	SK
	 	 	S4N 5W2	 
	59-17 ST. WEST

	 	PRINCE ALBERT
	 	SK
	 	 	S6V 3X2	 
	4401 — 37TH AVE.

	 	LLOYDMINSTER
	 	SK
	 	 	S9V 1R6	 
	850 HIGH ST. WEST

	 	MOOSE JAW
	 	SK
	 	 	S6H 1T9	 
	 
	 	 	 	 	 	 	 	 
	3639 — 8TH STREET S.E.

	 	CALGARY
	 	AB
	 	 	T2G 3A5	 
	6732-65 AVENUE

	 	RED DEER
	 	AB
	 	 	T4P 1A5	 
	#103-705 LAVAL CRES.

	 	KAMLOOPS
	 	BC
	 	 	V2C 5P2	 
	2230 9 AVENUE SW

	 	MEDICINE HAT
	 	AB
	 	 	T1A 8E9	 
	1405 — 33 STREET NORTH

	 	LETHBRIDGE
	 	AB
	 	 	T1H 5H2	 
	 
	 	 	 	 	 	 	 	 
	4915 101 AVENUE

	 	EDMONTON
	 	AB
	 	 	T6A 0L6	 
	 
	 	 	 	 	 	 	 	 
	265 MACALPINE CRESCENT

	 	FORT MCMURRAY
	 	AB
	 	 	T9H 4Y4	 
	161 NORTHLAND DR

	 	CONKLIN
	 	AB
	 	 	T0P1H0	 
	PO BOX 540

	 	FT MCMURRAY
	 	AB
	 	 	T9H 3E3	 
	 
	 	 	 	 	 	 	 	 
	HIGHWAY 3142

	 	HAHNVILLE
	 	LA
	 	 	70057	 
	68674 HWY 59

	 	MANDEVILLE
	 	LA
	 	 	70448	 
	1444 WESTBANK EXPRESSWAY

	 	WESTWEGO
	 	LA
	 	 	70094	 
	US HWY 61 @ MARATHON AVE.

	 	GARYVILLE
	 	LA
	 	 	70051	 
	EXXON/MOBIL REFINERY — GATE 49
	 	 	 	 	 	 	 	 
	1790 PARIS ROAD

	 	CHALMETTE
	 	LA
	 	 	70044	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	802 WESTIN OAKS DRIVE

	 	HAMMOND
	 	LA
	 	 	70404	 
	1444 WESTBANK EXPRESSWAY

	 	WESTWEGO
	 	LA
	 	 	70094	 
	11580 CHEF MENTEUR HWY

	 	NEW ORLEANS
	 	LA
	 	 	70128	 
	2500 W. AIRLINE HIGHWAY

	 	LA PLACE
	 	LA
	 	 	70068	 
	P.O. BOX 492
	 	 	 	 	 	 	 	 
	HWY 61 — GATE 44

	 	NORCO
	 	LA
	 	 	70079	 
	 
	 	 	 	 	 	 	 	 
	3235 VETERANS CIRCLE

	 	BIRMINGHAM
	 	AL
	 	 	35235	 
	2750 SOUTHSIDE DRIVE

	 	TUSCALOOSA
	 	AL
	 	 	35401	 
	13001 HIGHWAY 78

	 	JASPER
	 	AL
	 	 	35501	 
	1214 HAMRIC DRIVE WEST, U.S. HIGHWAY 78

	 	OXFORD
	 	AL
	 	 	36203	 
	140 INDUSTRIAL DRIVE

	 	ATTALLA
	 	AL
	 	 	35954	 
	1369 MCCAIN PARKWAY

	 	PELHAM
	 	AL
	 	 	35124	 
	4111 PINSON VALLEY PARK

	 	BIRMINGHAM
	 	AL
	 	 	35215	 
	 
	 	 	 	 	 	 	 	 
	3837 HIGHWAY 63

	 	MOSS POINT
	 	MS
	 	 	39563	 
	19862 COUNTY ROAD 20

	 	FOLEY
	 	AL
	 	 	36535	 
	119 DOODLE AVENUE

	 	FORT WALTON BEACH
	 	FL
	 	 	32547	 
	12735 HIGHWAY 43

	 	AXIS
	 	AL
	 	 	36505	 
	1503 W. 15TH STREET

	 	PANAMA CITY
	 	FL
	 	 	32401	 
	10230 LOGAN CLINE DRIVE

	 	GULFPORT
	 	MS
	 	 	39503	 
	4226 HALLS MILL RD.

	 	MOBILE
	 	AL
	 	 	36693	 
	5580 N. PENSACOLA BLVD.

	 	PENSACOLA
	 	FL
	 	 	32505	 
	 
	 	 	 	 	 	 	 	 
	2123 HAMILTON RD.

	 	LAGRANGE
	 	GA
	 	 	30240	 
	2400 WHITTLESEY ROAD

	 	COLUMBUS
	 	GA
	 	 	31909	 
	CORPORATE & SPECIAL EVENTS
	 	 	 	 	 	 	 	 
	1747 WARM SPRINGS ROAD

	 	COLUMBUS
	 	GA
	 	 	31904	 
	1845 EAST GLENN AVENUE

	 	AUBURN
	 	AL
	 	 	36830	 
	700 ENTERPRISE COURT

	 	MONTGOMERY
	 	AL
	 	 	36117	 
	364 HIGHWAY 280

	 	ALEXANDER CITY
	 	AL
	 	 	35010	 
	 
	 	 	 	 	 	 	 	 
	227 SHELTON STREET

	 	COLUMBUS
	 	MS
	 	 	39702	 
	5595 HIGHWAY 49 SOUTH

	 	HATTIESBURG
	 	MS
	 	 	39402	 
	4330 HIGHWAY 80 WEST

	 	JACKSON
	 	MS
	 	 	39209	 
	2720 HIGHWAY 61 N

	 	VICKSBURG
	 	MS
	 	 	39183	 
	1214 JEFFERSON ROAD

	 	DEMOPOLIS
	 	AL
	 	 	36732	 
	80 GRADY ROAD

	 	GRENADA
	 	MS
	 	 	38901	 
	3035 SO FRONTAGE ROAD

	 	MERIDIAN
	 	MS
	 	 	39301	 
	1948 CLIFF GOOKIN BLVD.

	 	TUPELO
	 	MS
	 	 	38801	 
	600 HIGHWAY 25

	 	STARKVILLE
	 	MS
	 	 	39759	 
	 
	 	 	 	 	 	 	 	 
	3180 HWY 20 WEST

	 	DECATUR
	 	AL
	 	 	35601	 
	4293 HWY 58

	 	CHATTANOOGA
	 	TN
	 	 	37416	 






 









 






	 	 	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip
	43388 US HIGHWAY 72

	 	STEVENSON
	 	AL
	 	 	35772	 
	376 DAN TIBBS ROAD

	 	HUNTSVILLE
	 	AL
	 	 	35806	 
	1002 E 2ND STREET

	 	MUSCLE SHOALS
	 	AL
	 	 	35661	 
	1500 FRITZ STREET SOUTHEAST

	 	CLEVELAND
	 	TN
	 	 	37323	 
	BP-AMOCO CHEMICALS PO BOX 2215
	 	 	 	 	 	 	 	 
	1401 FINDLEY ISLAND ROAD

	 	DECATUR
	 	AL
	 	 	35609	 
	 
	 	 	 	 	 	 	 	 
	11618 OTTER CREEK SOUTH

	 	MABELVALE
	 	AR
	 	 	72103	 
	2600 WEST MAIN

	 	JACKSONVILLE
	 	AR
	 	 	72076	 
	6520 WEST BARRAQUE

	 	PINE BLUFF
	 	AR
	 	 	71602	 
	2505 N.24TH. ST.

	 	ROGERS
	 	AR
	 	 	72756	 
	3004 SO. ARKANSAS

	 	RUSSELLVILLE
	 	AR
	 	 	72802	 
	3616 TOWSON AVENUE

	 	FORT SMITH
	 	AR
	 	 	72901	 
	513 AIRPORT RD.

	 	HOT SPRINGS
	 	AR
	 	 	71913	 
	 
	 	 	 	 	 	 	 	 
	8787 HIGHWAY 225

	 	LA PORTE
	 	TX
	 	 	77571	 
	2500 W. AIRLINE HIGHWAY

	 	LA PLACE
	 	LA
	 	 	70068	 
	3925 WASHINGTON BLVD.

	 	BALTIMORE
	 	MD
	 	 	21227	 
	4030 PACHECO BLVD

	 	MARTINEZ
	 	CA
	 	 	94553	 
	2201 E. HIGGINS ROAD

	 	ELK GROVE VILLAGE
	 	IL
	 	 	60007	 
	11250 EAST 40TH AVENUE

	 	DENVER
	 	CO
	 	 	80239	 
	13001 HWY 78

	 	JASPER
	 	AL
	 	 	35501	 
	 
	 	 	 	 	 	 	 	 






 











 





SCHEDULE D

to Credit Agreement




Schedule D: Existing Indebtedness




Capital Lease Obligations





	A.	 	Guarantee Obligations in respect of the Motor Vehicle Open Ended Operating
Lease No. 0988 dated as of April 24, 2000 between DL Peterson Trust and RSC
($76,686,796.29 aggregate principal amount as of January 31, 2011).




 









 











SCHEDULE 3.1(a)

to Credit Agreement




Schedule 3.1(a): Existing Letters of Credit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuing	 	 	 	 	 	L/C	 	 	 	Expiration	 	 
	Lender	 	Borrower	 	Beneficiary	 	Number	 	Type	 	Date	 	Amount
	Deutsche Bank AG New York Branch

	 	RSC Equipment Rental, Inc
	 	Hilltop- Scottsdale LLC
	 	DBS- 17300
	 	Standby
	 	11/18/2011
	 	966,297.00 USD

	 
	Deutsche Bank AG New York Branch

	 	RSC Equipment Rental, Inc
	 	Atlas Copco North America
	 	DBS- 17301
	 	Standby
	 	11/27/2011
	 	1,216,750.00 USD

	 
	Deutsche Bank AG New York Branch

	 	RSC Equipment Rental, Inc
	 	Liberty Mutual
	 	DBS- 17307
	 	Standby
	 	12/31/2011
	 	28,989,186.00 USD

	 
	Deutsche Bank AG New York Branch

	 	RSC Equipment Rental, Inc
	 	Genie Industries
	 	DBS- 17396
	 	Standby
	 	12/31/2011
	 	14,000,000.00 USD

	 
	Deutsche Bank AG New York Branch

	 	RSC Equipment Rental, Inc
	 	Wells Fargo N.A. (JLG)
	 	DBS- 19134
	 	Standby
	 	12/31/2011
	 	25,000,000.00 USD

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Standby Letters of Credit	 	$	70,172,233.00	 






 









 






SCHEDULE 4.15(a)

to Credit Agreement





Schdule 4.15(a): DDAs




	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name
	RSC Equipment Rental, Inc.

	 	 	3750641392	 	 	Bank of America, N.A.
	 	6929 E GREENWAY PARKWAY
SCOTTSDALE, AZ 85254
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	3752128460	 	 	Bank of America, N.A.
	 	6929 E GREENWAY PARKWAY
SCOTTSDALE, AZ 85254
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216319	 	 	Bank of America, N.A.
	 	3818 S. LEONARD RD SAINT
JOSEPH, MO 64503
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216322	 	 	Bank of America, N.A.
	 	915 ENOCH LANE MANHATTAN, KS
66502
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216335	 	 	Bank of America, N.A.
	 	5194 FM 1006 ORANGE, TX 77630
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216348	 	 	Bank of America, N.A.
	 	PO BOX 665; 2235 HWY 70
DONALDSONVILLE, LA 70346
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216351	 	 	Bank of America, N.A.
	 	210 CORPORATE DRIVE
ELIZABETHTOWN, KY 42701
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216364	 	 	Bank of America, N.A.
	 	2901 N PEORIA STREET PERU, IL
61354
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216377	 	 	Bank of America, N.A.
	 	4885 NORTH COUNTY ROAD 773
BLYTHEVILLE, AR 72315
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216380	 	 	Bank of America, N.A.
	 	58020 INDUSTRIAL BLVD
PLAQUEMINE, LA 70764
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216393	 	 	Bank of America, N.A.
	 	5809 HWY 8 WESTRHINELANDER,
WI 54501
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216403	 	 	Bank of America, N.A.
	 	11832 LAKE CHARLES
HWYLEESVILLE, LA 71446
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216416	 	 	Bank of America, N.A.
	 	3417 E-TRADE PARK
COURTCHARLOTTE, NC 71449
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426216429	 	 	Bank of America, N.A.
	 	3200 N. HARBOR LA NE
MINNEAPOLIS, MN 55447
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426230913	 	 	Bank of America, N.A.
	 	501 S MAIN STELLENSBURG, WA
98926
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426230926	 	 	Bank of America, N.A.
	 	4117 ROSEDALE
HWY.BAKERSFIELD, CA 93308
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426230939	 	 	Bank of America, N.A.
	 	421 SO. WENATCHEE AVENUE
WENATCHEE, WA 98801
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426230955	 	 	Bank of America, N.A.
	 	8450 HADDON AVE SUN VALLEY,
CA 91352
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426230968	 	 	Bank of America, N.A.
	 	U.S. HIGHWAY 79 SOUTH
BUFFALO, TX 75831
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426230971	 	 	Bank of America, N.A.
	 	5028 WEST LOOP 281 LONGVIEW,
TX 75603
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426230984	 	 	Bank of America, N.A.
	 	2700 WEST HIGHWAY 290
BRENHAM, TX 77833
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426230997	 	 	Bank of America, N.A.
	 	1300 W CENTRAL TEXAS EXPRESS
WY KILLEEN, TX 76542
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231006	 	 	Bank of America, N.A.
	 	2022 TEXAS BLVD TEXARKANA,
TX 75501
	 	Adreanne Bell-Justice
(703)761-8256
	 
	RSC Equipment Rental, Inc.

	 	 	4426231019	 	 	Bank of America, N.A.
	 	3212 PRAIRIE VALLEY ROAD
ARDMORE, OK 73401
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231035	 	 	Bank of America, N.A.
	 	2420 S.W. LEE BLVD LAWTON, OK
73505
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231048	 	 	Bank of America, N.A.
	 	5120 WURZBACH RD SAN
ANTONIO, TX 78238
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231051	 	 	Bank of America, N.A.
	 	2201 TIN TOP ROAD #400
WEATHERFO RD, TX 76086
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231064	 	 	Bank of America, N.A.
	 	2510 SOUTH MAIN STAFFORD, TX
77477
	 	Adreanne Bell-Justice
(703)761-8256






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name
	RSC Equipment Rental, Inc.

	 	 	4426231077	 	 	Bank of America, N.A.
	 	4007 SPRAYBERRY LANE CONROE,
TX 77303
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231080	 	 	Bank of America, N.A.
	 	3925 N. CAGE BLVD PHARR, TX
78577
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231093	 	 	Bank of America, N.A.
	 	1720 W EXPRESSWAY 83 SAN
BENITO, TX 78586
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231103	 	 	Bank of America, N.A.
	 	15210 FM 529 @ HIGHWAY 6
HOUSTON, TX 77095
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231116	 	 	Bank of America, N.A.
	 	317 SOUTHEAST LOOP
289LUBBOCK, TX 79404
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231129	 	 	Bank of America, N.A.
	 	300 LYNBROOK BLVD
SHREVEPORT, LA 71106
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231132	 	 	Bank of America, N.A.
	 	3506 CHAPMAN LAN EAUSTIN, TX
78744
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231145	 	 	Bank of America, N.A.
	 	5333 EAST HOUSTON SAN
ANTONIO, TX 78220
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231158	 	 	Bank of America, N.A.
	 	11003 BISSONNET HOUSTON, TX
77099
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231161	 	 	Bank of America, N.A.
	 	17700 HIGHWAY 3 WEBSTER, TX
77598
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231174	 	 	Bank of America, N.A.
	 	4900 E. LOOP 820 SOUTH FORT
WORTH, TX 76119
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231190	 	 	Bank of America, N.A.
	 	20202 PARK ROW KATY, TX 77449
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231200	 	 	Bank of America, N.A.
	 	8200 EAST FREEWAY HOUSTON,
TX 77029
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231213	 	 	Bank of America, N.A.
	 	19862 COUNTY ROAD 20 FOLEY, AL
36535
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231226	 	 	Bank of America, N.A.
	 	3235 VETERANS CIRCLE
BIRMINGHAM, AL 35235
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231239	 	 	Bank of America, N.A.
	 	2400 WHITTLESEY ROAD
COLUMBUS, GA 31909
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231242	 	 	Bank of America, N.A.
	 	1747 WARM SPRINGD RD
COLUMBUS, GA 31904
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231255	 	 	Bank of America, N.A.
	 	1845 EAST GLENN AVENUE
AUBURN, AL 36830
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231268	 	 	Bank of America, N.A.
	 	2750 SOUTHSIDE DRIVE
TUSCALOOSA, AL 35401
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231271	 	 	Bank of America, N.A.
	 	700 ENTERPRISE COURT
MONTGOMERY, AL 36117
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231284	 	 	Bank of America, N.A.
	 	364 HIGHWAY 280 ALEXANDER
CITY, AL 35010
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231297	 	 	Bank of America, N.A.
	 	1503 W. 15TH STREET PANAMA
CITY, FL 32401
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231307	 	 	Bank of America, N.A.
	 	1369 MCCAIN PARKWAY PELHAM,
AL 35124
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231310	 	 	Bank of America, N.A.
	 	1026 S. MEMORIAL DRIVE
PRATTVILLE, AL 36066
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231323	 	 	Bank of America, N.A.
	 	10230 LOGAN CLINE DRIVE
GULFPORT, MS 39503
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231336	 	 	Bank of America, N.A.
	 	4226 HALLS MILL RD. MOBILE, AL
36693
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231349	 	 	Bank of America, N.A.
	 	5580 N. PENSACOLA BLVD.
PENSACOLA, FL 32505
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231365	 	 	Bank of America, N.A.
	 	3297 MARTHA BERRY HWY ROME,
GA 30165
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231378	 	 	Bank of America, N.A.
	 	1214 HAMRIC DRIVE
WESTOXFORD, AL 36203
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231381	 	 	Bank of America, N.A.
	 	3425 NAPIER FIELD ROAD
DOTHAN, AL 36303
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231394	 	 	Bank of America, N.A.
	 	140 INDUSTRIAL DRIVE ATTALLA,
AL 35954
	 	Adreanne Bell-Justice
(703)761-8256






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name
	RSC Equipment Rental, Inc.

	 	 	4426231404	 	 	Bank of America,
 N.A.
	 	16300 HIGHWAY 80 WEST
STATESBORO, GA 30458
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231420	 	 	Bank of America,
 N.A.
	 	4111 PINSON VALLEY PARK
BIRMINGHAM, AL 35215
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231433	 	 	Bank of America,
 N.A.
	 	P.O. BOX 22036 LAKE BUENA
VISTA, FL 32830
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231459	 	 	Bank of America,
 N.A.
	 	6778 LINCOLN HWY
WESTTHOMASVILLE, PA 17364
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231462	 	 	Bank of America,
 N.A.
	 	7094 TRUCK WORLD
BLVDHUBBARD, OH 44425
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231475	 	 	Bank of America,
 N.A.
	 	932 S. 13TH ST HARRISBURG, PA
17104
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231488	 	 	Bank of America,
 N.A.
	 	2292 S. ARLINGTON ST. AKRON, OH
44319
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231501	 	 	Bank of America,
 N.A.
	 	900 WEST BASIN ROAD NEW
CASTLE, DE 19720
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231514	 	 	Bank of America,
 N.A.
	 	1209 MARSHALL AVENUE
LANCASTER, PA 17601
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231527	 	 	Bank of America,
 N.A.
	 	947 ROUTE 22 EAST
DUNCANSVILLE, PA 16635
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231556	 	 	Bank of America,
 N.A.
	 	319 OAKVALE ROAD PRINCETON,
WV 24740
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231569	 	 	Bank of America,
 N.A.
	 	3560 YOUNG PLACE LYNCHBURG,
VA 24501
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231572	 	 	Bank of America,
 N.A.
	 	944 MANIFOLD ROAD
WASHINGTON, PA 15301
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231585	 	 	Bank of America,
 N.A.
	 	10840 METROMONT PARKWAY
CHARLOTTE, NC 28269
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231598	 	 	Bank of America,
 N.A.
	 	4320 NEW BERN AVENUE
RALEIGH, NC 27610
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231608	 	 	Bank of America,
 N.A.
	 	3501 BUSINESS CENTER DRIVE
CHESAPEAKE, VA 23323
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231611	 	 	Bank of America,
 N.A.
	 	28587 SUSSEX HIGHWAY LAUREL,
DE 19956
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231624	 	 	Bank of America,
 N.A.
	 	1000 HALSTEAD BLVD ELIZABETH
CITY, NC 27909
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231637	 	 	Bank of America,
 N.A.
	 	1961 S. LOUDOUN STREET
WINCHESTER, VA 22601
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231653	 	 	Bank of America,
 N.A.
	 	307 NO EISENHOWER DRIVE
BECKLEY, WV 25801
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231666	 	 	Bank of America,
 N.A.
	 	7217 AIRWAYS BLVD SOUTHAVEN,
MS 38671
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231679	 	 	Bank of America,
 N.A.
	 	2021 NE BROADWAY DES MOINES,
IA 50313
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231682	 	 	Bank of America,
 N.A.
	 	5735 4TH STREET SW CEDAR
RAPIDS, IA 52404
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231695	 	 	Bank of America,
 N.A.
	 	2108 E. LINCOLN WAY AMES, IA
50010
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231705	 	 	Bank of America,
 N.A.
	 	3616 TOWSON AVENUE FORT
SMITH, AR 72901
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231718	 	 	Bank of America,
 N.A.
	 	2025 WESTFIELD AVE WATERLOO,
IA 50701
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231721	 	 	Bank of America,
 N.A.
	 	2809 LARSON STREET LA CROSSE,
WI 54603
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231734	 	 	Bank of America,
 N.A.
	 	3008 NORTH BALTIMORE STREET
KIRKSVILLE, MO 63501
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231747	 	 	Bank of America,
 N.A.
	 	5635 HIGHWAY 54O SAGE BEACH,
MO 65065
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231750	 	 	Bank of America,
 N.A.
	 	1226 E. 16TH AVENUE HIBBING, MN
55746
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231763	 	 	Bank of America,
 N.A.
	 	754 E YOUNG WARRENSBURG, MO
64093
	 	Adreanne Bell-Justice
(703)761-8256






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name
	RSC Equipment Rental, Inc.

	 	 	4426231776	 	 	Bank of America, 

N.A.
	 	6740 HUDSON BLVD OAKDALE, MN
55128
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231789	 	 	Bank of America, 

N.A.
	 	4201 W. FIRST STREET DULUTH,
MN 55807
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231792	 	 	Bank of America, 
N.A.
	 	1821 CORNHUSKER HWY.
LINCOLN, NE 68521
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231802	 	 	Bank of America, 

N.A.
	 	810 STRONG HWY EL DORADO, AR
71730
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231815	 	 	Bank of America, 

N.A.
	 	1025 CEDAR CROSS RD. DUBUQUE,
IA 52003
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231828	 	 	Bank of America, 

N.A.
	 	3620 NORTH LEWIS AVENUE
SIOUX FALLS, SD 57104
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231831	 	 	Bank of America, 

N.A.
	 	174 KENWORTH BLVD JACKSON,
TN 38305
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231860	 	 	Bank of America, 

N.A.
	 	2340 FERNBROOK LANE NORTH
PLYMOUTH, MN 55447
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231873	 	 	Bank of America, 

N.A.
	 	3750 HIGHWAY 13 WEST
BURNSVILLE, MN 55337
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231886	 	 	Bank of America, 

N.A.
	 	8616 S. 135TH ST OMAHA, NE 68138
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231899	 	 	Bank of America, 

N.A.
	 	3020 HIGHWAY 63 NORTH
ROCHESTER, MN 55906
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231909	 	 	Bank of America, 

N.A.
	 	3352 SOUTHWAY DRIVE SAINT
CLOUD, MN 56301
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231970	 	 	Bank of America, 

N.A.
	 	1326 S BISHOP AVE ROLLA, MO
65401
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231983	 	 	Bank of America, 

N.A.
	 	230394 HIGHLAND ROAD
SCOTTSBLUFF, NE 69361
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426231996	 	 	Bank of America, 

N.A.
	 	11250 EAST 40TH AVENUE
DENVER, CO 80239
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232005	 	 	Bank of America, 

N.A.
	 	1250 ZUNI STREET DENVER, CO
80204
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232021	 	 	Bank of America, 

N.A.
	 	9170 COORS NW ALBUQUERQUE,
NM 87120
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232034	 	 	Bank of America, 

N.A.
	 	2401 MENAUL NE ALBUQUERQUE,
NM 87107
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232047	 	 	Bank of America, 

N.A.
	 	1429 MULBERRY FORT COLLINS,
CO 80524
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232063	 	 	Bank of America, 

N.A.
	 	13109 HWY 85 LITTLETON, CO
80125
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232076	 	 	Bank of America, 

N.A.
	 	2323 WEST HIGHWAY 66 GALLUP,
NM 87301
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232089	 	 	Bank of America, 

N.A.
	 	P.O. BOX 775489 STEAMBOAT
SPRINGS, CO 80487
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232115	 	 	Bank of America, 

N.A.
	 	1215 WEST LINCOLN WAY
CHEYENNE, WY 82001
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232131	 	 	Bank of America, 

N.A.
	 	PO BOX 4240 BRECKENRIDGE, CO
80424
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232160	 	 	Bank of America, 

N.A.
	 	2401 STEEL DRIVE COLORADO
SPRINGS, CO 80907
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232173	 	 	Bank of America, 

N.A.
	 	814 N. SANTA FE AVENUE PUEBLO,
CO 81003
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232186	 	 	Bank of America, 

N.A.
	 	2707 CERRILLOSSANTA FE, NM
87507
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232199	 	 	Bank of America, 

N.A.
	 	1437 US HWY 70 WEST
ALAMOGORDO, NM 88310
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232209	 	 	Bank of America, 

N.A.
	 	1045 CHAMBERS AVE EAGLE, CO
81631
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232212	 	 	Bank of America, 

N.A.
	 	1600 KANSAS AVENUE
LONGMONT, CO 80501
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232238	 	 	Bank of America, 

N.A.
	 	3233 CY AVENUE CASPER, WY
82604
	 	Adreanne Bell-Justice
(703)761-8256






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name
	RSC Equipment Rental, Inc.

	 	 	4426232254	 	 	Bank of America,

N.A.
	 	2781 WEST 2100 SOUTHWEST
VALLEY CITY, UT 84119
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232267	 	 	Bank of America,

N.A.
	 	3301 CITIES SERVICE HWY
WESTLAKE, LA 70669
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232270	 	 	Bank of America,

N.A.
	 	38385 HIGHWAY 30 GONZALES, LA
70737
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232283	 	 	Bank of America,

N.A.
	 	2720 HIGHWAY 61 N VICKSBURG,
MS 39183
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232296	 	 	Bank of America,

N.A.
	 	4330 HIGHWAY 80 WEST JACKSON,
MS 39209
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232306	 	 	Bank of America,

N.A.
	 	5595 HIGHWAY 49 SOUTH
HATTIESBURG, MS 39402
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232319	 	 	Bank of America,

N.A.
	 	227 SHELTON STREET COLUMBUS,
MS 39702
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232322	 	 	Bank of America,

N.A.
	 	3612 COLISEUM BLVD
ALEXANDRIA, LA 71303
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232335	 	 	Bank of America,

N.A.
	 	4911 HIGHWAY 90 EAST
BROUSSARD, LA 70518
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232348	 	 	Bank of America,

N.A.
	 	68674 HWY 59 MANDEVILLE, LA
70448
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232351	 	 	Bank of America,

N.A.
	 	80 GRADY ROAD GRENADA, MS
38901
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232380	 	 	Bank of America,

N.A.
	 	1948 CLIFF GOOKIN BLVD.
TUPELO, MS 38801
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232393	 	 	Bank of America,

N.A.
	 	600 HIGHWAY 25 STARKVILLE,
MS39759
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232416	 	 	Bank of America,

N.A.
	 	1214 JEFFERSON ROAD
DEMOPOLIS, AL 36732
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232432	 	 	Bank of America,

N.A.
	 	10606 E MAIN STREET HOUMALA
70363
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232445	 	 	Bank of America,

N.A.
	 	5603 7TH ST. BAY CITY, TX 77414
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232458	 	 	Bank of America,

N.A.
	 	3035 SO FRONTAGE ROAD
MERIDIAN, MS 39301
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232474	 	 	Bank of America,

N.A.
	 	6952 AIRLINE HWY BATON ROUGE,
LA 70805
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232487	 	 	Bank of America,

N.A.
	 	1444 WESTBANK EXPRESS WAY
WESTWEGO, LA 70094
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232490	 	 	Bank of America,

N.A.
	 	11580 CHEF MENTEUR HWY NEW
ORLEANS, LA 70128
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232500	 	 	Bank of America,

N.A.
	 	913 CHIPPEWA ST. BATON ROUGE,
LA 70805
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232513	 	 	Bank of America,

N.A.
	 	4225 COLLEGE ST BEAUMONT, TX
77707
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232526	 	 	Bank of America,

N.A.
	 	824 S HWY 35 BYPASS PORT
LAVACA, TX 77979
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232539	 	 	Bank of America,

N.A.
	 	2500 W. AIRLINE HIGHWAY LA
PLACE, LA 70068
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232542	 	 	Bank of America,

N.A.
	 	2011 HIGHWAY 288 FREEPORT, TX
77541
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232555	 	 	Bank of America,

N.A.
	 	1635 INDUSTRIAL PARK DR.
NEDERLAND, TX 77627
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232568	 	 	Bank of America,

N.A.
	 	4002 TEXAS AVENUE TEXAS CITY,
TX 77590
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232584	 	 	Bank of America,

N.A.
	 	43388 US HIGHWAY 72
STEVENSON, AL 35772
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232597	 	 	Bank of America,

N.A.
	 	1002 E 2ND STREET MUSCLE
SHOALS, AL 35661
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232607	 	 	Bank of America,

N.A.
	 	6688 W ANDREW JOHNSON
HIGHWAY TALBOTT, TN 37877
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232610	 	 	Bank of America,

N.A.
	 	3913 24TH STREET MOLINE, IL
61265
	 	Adreanne Bell-Justice
(703)761-8256






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name
	RSC Equipment Rental, Inc.

	 	 	4426232623	 	 	Bank of America,
N.A.
	 	4419 REAS BRIDGE ROAD
DECATUR, IL 62521
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232636	 	 	Bank of America,
N.A.
	 	1414 E TRIUMPH DRIVE URBANA,
IL 61802
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232649	 	 	Bank of America,
N.A.
	 	300 W CHICAGO AVENUE EAST
CHICAGO, IN 46312
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232652	 	 	Bank of America,
N.A.
	 	21600 DORAL ROAD WAUKESHA,
WI 53186
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232665	 	 	Bank of America,
N.A.
	 	8807 HIGHWAY 225 LA PORTE, TX
77571
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232678	 	 	Bank of America,
N.A.
	 	3180 HWY 20 WEST DECATUR, AL
35601
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232681	 	 	Bank of America,
N.A.
	 	376 DAN TIBBS ROAD
HUNTSVILLE, AL 35806
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232694	 	 	Bank of America,
N.A.
	 	1500 FRITZ STREET SOUTHEAST
CLEVELAND, TN 37323
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232704	 	 	Bank of America, N.A.
	 	608 WEST AVENUE CROSSVILLE, TN 38555
	 	Adreanne Bell-Justice (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232720	 	 	Bank of America,
N.A.
	 	2201 E. HIGGINS ROADELK GROVE
VILLAGE, IL 60007
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232746	 	 	Bank of America,
N.A.
	 	5814 GREEN VALLEY RDOSHKOSH,
WI 54904
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232759	 	 	Bank of America,
N.A.
	 	6001 ATWOOD DRIVE RICHMOND,
KY 40475
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232762	 	 	Bank of America,
N.A.
	 	912 W. CUMBERLAND GAP PKWY
CORBIN, KY 40701
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232775	 	 	Bank of America,
N.A.
	 	1050 SOUTH GEAR AVE.WEST
BURLINGTON, IA 52655
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232788	 	 	Bank of America,
N.A.
	 	2700 SOUTH 17TH. STREET
CLINTON, IA 52732
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232791	 	 	Bank of America,
N.A.
	 	2701 S. MAIN ST BLOOMINGTON, IL
61704
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232801	 	 	Bank of America,
N.A.
	 	3161 MARKET STREET GREEN BAY,
WI 54304
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232814	 	 	Bank of America,
N.A.
	 	26 MARSH COURT MADISON, WI
53718
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232827	 	 	Bank of America,
N.A.
	 	1845 E, LINCOLN HIGHWAY
DEKALB, IL 60115
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232830	 	 	Bank of America,
N.A.
	 	22634 SO. FRONTAGE ROAD WEST
CHANNAHON, IL 60410
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232856	 	 	Bank of America,
N.A.
	 	970 LOVERS LANE BOWLING
GREEN, KY 42104
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232869	 	 	Bank of America,
N.A.
	 	1830 FOREMAN DRIVE
COOKEVILLE, TN 38501
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232885	 	 	Bank of America,
N.A.
	 	4300 MUHLHAUSER ROAD
FAIRFIELD, OH 45014
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232898	 	 	Bank of America,
N.A.
	 	3485 ROGER E SCHUPP
LOUISVILLE, KY 40205
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232908	 	 	Bank of America,
N.A.
	 	4828 CONSTELLATION
AVE.EVANSVILLE, IN 47715
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232911	 	 	Bank of America,
N.A.
	 	5605 MESKER STREETSCHOFIELD,
WI 54476
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232924	 	 	Bank of America,
N.A.
	 	1303 WASHINGTON ST.
MUSCATINE, IA 52761
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232937	 	 	Bank of America,
N.A.
	 	1600 SOUTH DIRKSEN PKWY
SPRINGFIELD, IL 62703
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232940	 	 	Bank of America,
N.A.
	 	65 SULPHUR SPRINGS ROAD
LEBANON, KY 40033
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232953	 	 	Bank of America,
N.A.
	 	4311 N. MAYFLOWER RD. SOUTH
BEND, IN 46628
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232979	 	 	Bank of America,
N.A.
	 	5773 EXECUTIVE BLVD. DAYTON,
OH 45424
	 	Adreanne Bell-Justice
(703)761-8256






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name
	RSC Equipment Rental, Inc.

	 	 	4426232982	 	 	Bank of America,

N.A.
	 	3805 S. HARDING ST.
INDIANAPOLIS, IN 46217
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426232995	 	 	Bank of America,

N.A.
	 	16340 PARK TEN PLACE #300
HOUSTON, TX 77084
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237631	 	 	Bank of America,

N.A.
	 	2136 W. BEAVER STREET
JACKSONVILLE, FL 32209
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237644	 	 	Bank of America,

N.A.
	 	8618 PHILLIPS HIGHWAY
JACKSONVILLE, FL 32256
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237657	 	 	Bank of America,

N.A.
	 	911 S. LOOP WEST HOUSTON, TX
77054
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237660	 	 	Bank of America,

N.A.
	 	8787 HIGHWAY 225 LA PORTE, TX
77571
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237673	 	 	Bank of America,

N.A.
	 	3500 ELLEN TROUT DRIVELUFKIN,
TX 75904
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237686	 	 	Bank of America,

N.A.
	 	2301 SO TEXAS AVENUE COLLEGE
STATION, TX 77840
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237699	 	 	Bank of America,

N.A.
	 	820 HIGHWAY 30
EASTHUNTSVILLE, TX 77320
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237709	 	 	Bank of America,

N.A.
	 	5210 SO GENERAL BRUCE TEMPLE,
TX 76502
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237712	 	 	Bank of America,

N.A.
	 	3301 INTERSTATE HWY 35
NORTHROUND ROCK, TX 78664
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237725	 	 	Bank of America,

N.A.
	 	501 SO PADRE ISLAND DR. CORPUS
CHRISTI, TX 78405
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237738	 	 	Bank of America,

N.A.
	 	14144 66TH STREET NORTH LARGO,
FL 33771
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237741	 	 	Bank of America,

N.A.
	 	3019 S. U.S.HIGHWAY 1 FORT
PIERCE, FL 34982
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237754	 	 	Bank of America,

N.A.
	 	2123 HAMILTON RD. LAGRANGE,
GA 30240
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237767	 	 	Bank of America,

N.A.
	 	1275 CARROLLTON-VILLA RICA
HWY VILLA RICA, GA 30180
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237770	 	 	Bank of America,

N.A.
	 	729 S. WESTOVER BLVD. ALBANY,
GA 31721
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237783	 	 	Bank of America,

N.A.
	 	4293 HWY 58 CHATTANOOGA, TN
37416
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237806	 	 	Bank of America,

N.A.
	 	50 TRADE STREET BOGART, GA
30622
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237819	 	 	Bank of America,

N.A.
	 	6575 SOUTHERN BLVD. WEST
PALM BEACH, FL 33413
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237822	 	 	Bank of America,

N.A.
	 	1830 MASON AVENUE DAYTONA
BEACH, FL 32117
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237835	 	 	Bank of America,

N.A.
	 	11507 US 19 NORTH PORT RICHEY,
FL 34668
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237848	 	 	Bank of America,

N.A.
	 	3051 HANSON STREET FORT
MYERS, FL 33916
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237851	 	 	Bank of America,

N.A.
	 	SHENANDOAH INDUSTRIAL PARK
NEWNAN, GA30265
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237864	 	 	Bank of America,

N.A.
	 	616 HWY. 138 SW RIVERDALE,
GA30274
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237877	 	 	Bank of America,

N.A.
	 	3521 MIKE PADGETT HIGHWAY
AUGUSTA, GA 30906
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237880	 	 	Bank of America,

N.A.
	 	6230 SOUTHWEST PARKWAY
WICHITA FALLS, TX 76310
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237893	 	 	Bank of America,

N.A.
	 	4542 S. INTERSTATE HWY 35 S.SAN
MARCOS, TX 78666
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237903	 	 	Bank of America,

N.A.
	 	2225 AUSTIN STREET SAN
ANGELO, TX 76903
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237916	 	 	Bank of America,

N.A.
	 	11618 OTTER CREEK SOUTH
MABELVALE, AR 72103
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237932	 	 	Bank of America,

N.A.
	 	2600 WEST MAIN JACKSONVILLE,
AR 72076
	 	Adreanne Bell-Justice
(703)761-8256






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name
	RSC Equipment Rental, Inc.

	 	 	4426237945	 	 	Bank of America,
N.A.
	 	6600 HIGHWAY 70 BARTLETT, TN
38134
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237958	 	 	Bank of America,
N.A.
	 	119 DOODLE AVENUE FORT
WALTON BEACH, FL 32547
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237961	 	 	Bank of America,
N.A.
	 	691 NORTHWEST 31ST AVE
POMPANO BEACH, FL 33069
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237974	 	 	Bank of America,
N.A.
	 	2471 SMITH STREET KISSIMMEE,
FL 34744
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426237987	 	 	Bank of America,
N.A.
	 	10427 HWY 84 EAST
THOMASVILLE, GA 31792
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238009	 	 	Bank of America,
N.A.
	 	8155 EAST GATE BLVD MOUNT
JULIET, TN 37122
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238012	 	 	Bank of America,
N.A.
	 	147 JACK MILLER BLVD.
CLARKSVILLE, TN 37042
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238025	 	 	Bank of America,
N.A.
	 	1425 SOUTH CHURCH STREET
MURFREESBORO, TN 37130
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238038	 	 	Bank of America,
N.A.
	 	709 SEABOARD STREET MYRTLE
BEACH, SC 29577
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238054	 	 	Bank of America,
N.A.
	 	4017 HWY 74 WEST MONROE, NC
28110
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238067	 	 	Bank of America,
N.A.
	 	700 SO 15TH AVENUE HOPEWELL,
VA 23860
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238070	 	 	Bank of America,
N.A.
	 	3925 WASHINGTON BLVD.
BALTIMORE, MD 21227
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238083	 	 	Bank of America,
N.A.
	 	135 PEACHTREE ROAD BYRON, GA
31008
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238096	 	 	Bank of America,
N.A.
	 	323 SOUTH HOUSTON LAKE ROAD
WARNER ROBINS, GA 31088
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238106	 	 	Bank of America,
N.A.
	 	5417 MIDDLEBROOK PIKE
KNOXVILLE, TN 37921
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238119	 	 	Bank of America,
N.A.
	 	301 CRUTCHER STREET
NASHVILLE, TN 37213
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238122	 	 	Bank of America,
N.A.
	 	109 CENTURY COURT FRANKLIN,
TN 37064
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238135	 	 	Bank of America,
N.A.
	 	610 E PINE LOG ROAD AIKEN, SC
29803
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238148	 	 	Bank of America,
N.A.
	 	1201 ELECTRIC ROAD SALEM, VA
24153
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238151	 	 	Bank of America,
N.A.
	 	1570 RADFORD ROAD
CHRISTIANSBURG, VA 24073
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238164	 	 	Bank of America,
N.A.
	 	2721 WEST 5TH NORTH STREET
SUMMERVILLE, SC 29483
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238177	 	 	Bank of America,
N.A.
	 	1303 GOVERNOR COURT
ABINGDON, MD 21009
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238180	 	 	Bank of America,
N.A.
	 	4622 WEDGEWOOD BLVD
FREDERICK, MD 21703
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238193	 	 	Bank of America,
N.A.
	 	6876 W.REPUBLIC RD. REPUBLIC,
MO 65738
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238203	 	 	Bank of America,
N.A.
	 	215 EAST BASELINE ROAD
GILBERT, AZ 85233
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238216	 	 	Bank of America,
N.A.
	 	6520 WEST BARRAQUE PINE
BLUFF, AR 71602
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238229	 	 	Bank of America,
N.A.
	 	2505 N.24TH. ST. ROGERS, AR 72756
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238232	 	 	Bank of America,
N.A.
	 	2927 BROWNS LANE JONESBORO,
AR 72401
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238245	 	 	Bank of America,
N.A.
	 	513 AIRPORT RD. HOT SPRINGS, AR
71913
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238258	 	 	Bank of America,
N.A.
	 	3655 NO MONROE STREET
TALLAHASSEE, FL 32303
	 	Adreanne Bell-Justice
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.

	 	 	4426238261	 	 	Bank of America,
N.A.
	 	539 S.W. ARROW HEAD TERRACE
LAKE CITY, FL 32024
	 	Adreanne Bell-Justice
(703)761-8256







 











 





	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name	 	 

	RSC Equipment Rental, Inc.
	 	4426238274	 	Bank of America, N.A.	 	3801 SE NOWATA ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	BARTLESVILLE, OK 74006	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238300	 	Bank of America, N.A.	 	9080 VETERANS MEMORIAL	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	PARKWAY O FALLON, MO 63366	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238313	 	Bank of America, N.A.	 	325 SOUTH KANSAS AVENUE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	LIBERAL, KS 67901	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238326	 	Bank of America, N.A.	 	3900 I-40 EAST AMARILLO, TX	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	79103	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238339	 	Bank of America, N.A.	 	3004 SO. ARKANSAS	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	RUSSELLVILLE, AR 72802	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238342	 	Bank of America, N.A.	 	709 WEST GAINES STREET	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	TALLAHASSEE, FL 32304	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238355	 	Bank of America, N.A.	 	2445 CAPITAL CIRCLE N.E.	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	TALLAHASSEE, FL 32308	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238368	 	Bank of America, N.A.	 	4383 INNER PERIMETER RD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	VALDOSTA, GA 31602	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238371	 	Bank of America, N.A.	 	1100 VINE STREET HAYS, KS 67601	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238384	 	Bank of America, N.A.	 	11615 SOUTH ROGERS ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	OLATHE, KS 66062	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238397	 	Bank of America, N.A.	 	1040 BURLINGTON NORTH	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	KANSAS CITY, MO 64116	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238423	 	Bank of America, N.A.	 	9707 E ORME WICHITA, KS 67207	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238436	 	Bank of America, N.A.	 	9127 W KELLOGG DR WICHITA, KS	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	67209	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238449	 	Bank of America, N.A.	 	951 SOUTHEAST OLDHAM PKWY	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	LEES SUMMIT, MO 64081	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238452	 	Bank of America, N.A.	 	3215 PARIS RD.COLUMBIA, MO	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	65201	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238465	 	Bank of America, N.A.	 	2805 E NEW MANJOPLIN, MO 64801	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238478	 	Bank of America, N.A.	 	2900 NO. INTERSTATE DRIVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	NORMAN, OK 73072	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238481	 	Bank of America, N.A.	 	201 NORTH SARA RD. YUKON, OK	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	73099	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238494	 	Bank of America, N.A.	 	324 W. MEMORIAL ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	OKLAHOMA CITY, OK 73114	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238517	 	Bank of America, N.A.	 	2050 SOUTHERN EXPRESSWAY	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	CAPE GIRARDEAU, MO 63703	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238520	 	Bank of America, N.A.	 	307 NO 14TH DODGE CITY, KS 67801	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238533	 	Bank of America, N.A.	 	3004 THUNDER ROAD FARGO, ND	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	58104	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238546	 	Bank of America, N.A.	 	48 INDUSTRIAL PARK DRIVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	HOLLISTER, MO 65672	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238559	 	Bank of America, N.A.	 	3100 HASKELL LAWRENCE, KS	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	66046	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238562	 	Bank of America, N.A.	 	8200 CRYDEN WAYFORESTVILLE,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	MD 20747	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238575	 	Bank of America, N.A.	 	392 NORTH EXPRESSWAYGRIFFIN,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	GA 30223	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238588	 	Bank of America, N.A.	 	708 W. ELGIN STREET BROKEN	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	ARROW, OK 74012	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238591	 	Bank of America, N.A.	 	8200 CHARLES PAGE BLVD SAND	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	SPRINGS, OK 74063	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238601	 	Bank of America, N.A.	 	421 NORTH OUTER SERVICE ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	VALLEY PARK, MO 63088	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238614	 	Bank of America, N.A.	 	3639 MAIN E QUINCY, IL 62305	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238627	 	Bank of America, N.A.	 	5076 MID AMERICA CT	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	COLLINSVILLE, IL 62234	 	(703)761-8256	 
















 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name	 	 

	RSC Equipment Rental, Inc.
	 	4426238630	 	Bank of America, N.A.	 	3883 SWEETEN CREEK ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	ARDEN, NC 28704	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238643	 	Bank of America, N.A.	 	215 EAST BASELINE ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	GILBERT, AZ 85233	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238656	 	Bank of America, N.A.	 	1770 WEST PRINCE ROAD TUCSON,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	AZ 85705	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238669	 	Bank of America, N.A.	 	3461 EAST DEUCE OF CLUBS SHOW LOW, AZ 85901	 	Adreanne Bell-Justice 
(703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238685	 	Bank of America, N.A.	 	648 EAST FRY BLVD SIERRA	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	VISTA, AZ 85635	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238698	 	Bank of America, N.A.	 	1060 EAST HIGHWAY 70 SAFFORD,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	AZ 85546	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238708	 	Bank of America, N.A.	 	2020 HIGHWAY 60 GLOBEAZ , 85501	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238711	 	Bank of America, N.A.	 	171 SOUTH BROWNING PARKWAY	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	FARMINGTON, NM 87401	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238724	 	Bank of America, N.A.	 	21445 NO 27TH AVENUE PHOENIX,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	AZ 85027	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238737	 	Bank of America, N.A.	 	6921 EAST CAVE CREEK RD CAVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	CREEK, AZ 85331	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238740	 	Bank of America, N.A.	 	6363 E. SECOND ST. PRESCOTT	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	VALLEY, AZ 86314	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238766	 	Bank of America, N.A.	 	880 BOONE STATION RD JOHNSON	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	CITY, TN 37615	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238782	 	Bank of America, N.A.	 	4616 LASSEN LANE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	FREDERICKSBURG, VA 22408	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238795	 	Bank of America, N.A.	 	1308 HORNER ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	WOODBRIDGE, VA 22191	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238805	 	Bank of America, N.A.	 	1344 TAYLOR FARM ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	VIRGINIA BEACH, VA 23453	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238821	 	Bank of America, N.A.	 	1400 BLUFF ROAD COLUMBIA, SC	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	29201	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238847	 	Bank of America, N.A.	 	1429 NORTH PINAL AVE CASA	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	GRANDE, AZ 85122	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238850	 	Bank of America, N.A.	 	2402 HIGHWAY 72 - 221 EAST	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	GREENWOOD, SC 29648	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238876	 	Bank of America, N.A.	 	12391 RANDOLPH RIDGE LANE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	MANASSAS, VA 20109	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238889	 	Bank of America, N.A.	 	104 MEADE AVENUE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	CHARLOTTESVILLE, VA 22902	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238902	 	Bank of America, N.A.	 	6710 EVERGLADES DRIVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	RICHMOND, VA 23225	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238928	 	Bank of America, N.A.	 	3022 GRIFFITH	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	STREETCHARLOTTE, NC 28203	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238931	 	Bank of America, N.A.	 	105 SOUTH SWING ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	GREENSBORO, NC 27409	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238944	 	Bank of America, N.A.	 	5600 CHAPEL HILL ROAD RALEIGH,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	NC 27607	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238957	 	Bank of America, N.A.	 	1000 WOODRUFF ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	GREENVILLE, SC 29607	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238960	 	Bank of America, N.A.	 	2841 AZALEA DRIVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	CHARLESTON, SC 29405	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238973	 	Bank of America, N.A.	 	925 RIVERVIEW ROAD ROCK HILL,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	SC 29732	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426238986	 	Bank of America, N.A.	 	1020 NORTH FRONT STREET	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	WILMINGTON, NC 28401	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239008	 	Bank of America, N.A.	 	229 HURRICANE SHOALS RD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	LAWRENCEVILLE, GA 30045	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239011	 	Bank of America, N.A.	 	7920 NE ST. JOHNS ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	VANCOUVER, WA 98665	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239024	 	Bank of America, N.A.	 	229 CENTER STREET	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	JACKSONVILLE, NC 28546	 	(703)761-8256	 
















 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name	 	 

	RSC Equipment Rental, Inc.
	 	4426239037	 	Bank of America, N.A.	 	1500 SO BROADWAY SALINA, KS 67401	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239053	 	Bank of America, N.A.	 	520 E. LA CADENA DRIVE RIVERSIDE, CA 92507	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239079	 	Bank of America, N.A.	 	2900 E. SPRING ST. LONG BEACH,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	CA 90806	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239082	 	Bank of America, N.A.	 	141 SWEETEN CREEK ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	ASHEVILLE, NC 28803	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239095	 	Bank of America, N.A.	 	1000 CHATHAM PKWY.	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	NORTHGARDEN CITY, GA 31408	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239105	 	Bank of America, N.A.	 	1950 GUFFIN LANE MARIETTA, GA	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	30066	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239118	 	Bank of America, N.A.	 	4016 HIGHWAY BLVD SPENCER, IA 51301	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239121	 	Bank of America, N.A.	 	1008 COMMERCIAL DRIVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	BRUNSWICK, GA 31520	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239134	 	Bank of America, N.A.	 	28377 FELIX VALDEZ AVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	TEMECULA, CA 92590	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239176	 	Bank of America, N.A.	 	2678 E. HUNTINGTON DRIVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	FLAGSTAFF, AZ 86001	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239189	 	Bank of America, N.A.	 	2250 SILVER CREEK ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	BULLHEAD CITY, AZ 86442	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239192	 	Bank of America, N.A.	 	1410 E PRIEN LAKE RD LAKE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	CHARLES, LA 70601	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239202	 	Bank of America, N.A.	 	2720 E. 16TH ST (HWY 95)YUMA, AZ 85365	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239215	 	Bank of America, N.A.	 	2177 JERROLD AVENUESAN	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	FRANCISCO, CA 94124	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239228	 	Bank of America, N.A.	 	2150 O'TOOLE AVE SAN JOSE, CA	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	95131	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239244	 	Bank of America, N.A.	 	4030 PACHECO BLVD MARTINEZ,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	CA 94553	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239257	 	Bank of America, N.A.	 	1210 WEST BROADWAY MOSES	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	LAKE, WA 98837	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239260	 	Bank of America, N.A.	 	2810 HIGHLAND AVE EVERETT,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	WA 98201	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239273	 	Bank of America, N.A.	 	5421 1ST AVENUE SOUTH	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	SEATTLE, WA 98108	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239286	 	Bank of America, N.A.	 	13850 SE AMBLER RD.	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	CLACKAMAS, OR 97015	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239325	 	Bank of America, N.A.	 	2358 N 1ST ST HERMISTON, OR	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	97838	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239354	 	Bank of America, N.A.	 	2302 EAST “Q” STREET TACOMA,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	WA 98421	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239367	 	Bank of America, N.A.	 	9045 WILLOWS ROAD REDMOND,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	WA 98052	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239370	 	Bank of America, N.A.	 	1301 EAST COLLEGE WAY MOUNT	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	VERNON, WA 98273	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239383	 	Bank of America, N.A.	 	62530 HIGHWAY 101 SOUTH COOS	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	BAY, OR 97420	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239419	 	Bank of America, N.A.	 	3092 SILVERTON ROAD SALEM, OR 97301	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239435	 	Bank of America, N.A.	 	3635 US HWY. 98 N. LAKE LAND, FL 33809	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239448	 	Bank of America, N.A.	 	5907 E. ADAMO TAMPA, FL 33619	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239464	 	Bank of America, N.A.	 	907 E. CANAL ST. MULBERRY, FL	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	33860	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239477	 	Bank of America, N.A.	 	200 S. LASALLE STREET DURHAM,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	NC 27705	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239480	 	Bank of America, N.A.	 	4201 L B MC LEOD RD ORLANDO,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	FL 32811	 	(703)761-8256	 
















 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name	 	 

	RSC Equipment Rental, Inc.
	 	4426239493	 	Bank of America, N.A.	 	602 COPELAND DRIVE HAMPTON,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	VA 23661	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239503	 	Bank of America, N.A.	 	4301 MURCHISON ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	FAYETTEVILLE, NC 28311	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239516	 	Bank of America, N.A.	 	100 WEBER AVE. LEESBURG, FL	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	34748	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239529	 	Bank of America, N.A.	 	355 5TH ST. S.W. WINTER HAVEN,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	FL 33880	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239532	 	Bank of America, N.A.	 	737 E. MAINLEWISVILLE, TX 75057	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239545	 	Bank of America, N.A.	 	6935 WOODWAY DRIVE WACO, TX	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	76712	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239558	 	Bank of America, N.A.	 	1766 S. TREADA WAY ABILENE, TX 79602	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239561	 	Bank of America, N.A.	 	2807 N GARNETT ST TULSA, OK	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	74116	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239574	 	Bank of America, N.A.	 	3595 FM 1960 WHUMBLE, TX 77338	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239590	 	Bank of America, N.A.	 	2613 S. ORLANDO DR, HWY	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	17/92SANFORD, FL 32773	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239600	 	Bank of America, N.A.	 	505 E. PLAZA DRIVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	MOORESVILLE, NC 28115	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239613	 	Bank of America, N.A.	 	2850 W STATE RD 520 COCOA, FL	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	32926	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239626	 	Bank of America, N.A.	 	12997 NORTH FREEWAY FORT	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	WORTH, TX 76177	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239639	 	Bank of America, N.A.	 	2809 W. KINGSLEY ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	GARLAND, TX 75041	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426239642	 	Bank of America, N.A.	 	6914 GATEWAY EAST EL PASO, TX	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	79915	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426240974	 	Bank of America, N.A.	 	320 HIGHWAY 67 MIDLOTHIAN, TX 76065	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426240987	 	Bank of America, N.A.	 	3101 SOUTH I-35 SVC RD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	OKLAHOMA CITY, OK 73129	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426240990	 	Bank of America, N.A.	 	10300 IH-35 NORTH AUSTIN, TX	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	78753	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426270371	 	Bank of America, N.A.	 	2728 N. WESTMORELAND DALLAS, TX 75212	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426282770	 	Bank of America, N.A.	 	29880 I-10 WEST BOERNE, TX 78006	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426287681	 	Bank of America, N.A.	 	1533 NORTH MCDONALD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	MCKINNEY, TX 75071	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426305893	 	Bank of America, N.A.	 	3708 ARCH AVENUE GRAND	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	ISLAND, NE 68803	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426315605	 	Bank of America, N.A.	 	3407 N. MAIN STREET EAST	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	PEORIA, IL 61611	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426363547	 	Bank of America, N.A.	 	32000 STATE HIGHWAY 249	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	PINEHURST, TX 77362	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426363576	 	Bank of America, N.A.	 	3520 N PERKINS RD STILLWATER,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	OK 74075	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426369318	 	Bank of America, N.A.	 	161 CHARLES STREET	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	HARRISONBURG, VA 22802	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426385716	 	Bank of America, N.A.	 	6311 HARBORSIDE DR	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	GALVESTON, TX 77554	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426415851	 	Bank of America, N.A.	 	290 E. MAIN FARMINGTON, AR	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	72730	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426418036	 	Bank of America, N.A.	 	301 WEST MABEL STREET	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	MANKATO, MN 56002	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426418052	 	Bank of America, N.A.	 	460 32ND ROAD CLIFTON, CO 81520	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426418065	 	Bank of America, N.A.	 	2735 FM 2218 ROSENBERG, TX	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	77471	 	(703)761-8256	 
















 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name	 	 

	RSC Equipment Rental, Inc.
	 	4426418078	 	Bank of America, N.A.	 	12104 NAVARRO ST.VICTORIA, TX	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	77904	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426418081	 	Bank of America, N.A.	 	1600 OLLIE LN. MARBLE FALLS, TX 78654	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426418104	 	Bank of America, N.A.	 	13240 STATE HWY 110	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	SOUTHTYLER, TX 75707	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426418117	 	Bank of America, N.A.	 	573 NEW GOFF MOUNTAIN ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	CROSS LANES, WV 25313	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426432119	 	Bank of America, N.A.	 	9510 W. CLEARWWATER AVE.	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	KENNEWICK, WA 99336	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426456535	 	Bank of America, N.A.	 	101 FEDERAL DRIVE WELCH, WV	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	24801	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426477831	 	Bank of America, N.A.	 	708 WEST PALMS LAS CRUCES, NM 88005	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426479444	 	Bank of America, N.A.	 	507 HIGHWAY 71 BASTROP, TX	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	78602	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426494500	 	Bank of America, N.A.	 	2601 E. 2ND ST. GILLETTE, WY	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	82718	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426569040	 	Bank of America, N.A.	 	2500 SOUTH 32ND STREET	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	MUSKOGEE, OK 74401	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426570288	 	Bank of America, N.A.	 	15 SHARPNERS POND ROAD	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	NORTH ANDOVER, MA 01845	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426570291	 	Bank of America, N.A.	 	ONE FIELDS POINT DRIVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	PROVIDENCE, RI 02905	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426570301	 	Bank of America, N.A.	 	60 WOOSTER STREET NEW	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	BRITAIN, CT 06052	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426584135	 	Bank of America, N.A.	 	100 LIBERTY LANE CHALFONT, PA 18914	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426584148	 	Bank of America, N.A.	 	3131 EAST BROADWAY AVE.	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	BISMARCK, ND 58501	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426584151	 	Bank of America, N.A.	 	2651 GABEL RD. BILLINGS, MT	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	59102	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426584164	 	Bank of America, N.A.	 	1373 CONANT ST MAUMEE, OH	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	43537	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426584177	 	Bank of America, N.A.	 	2150 4TH AVE. SOUTH CLEAR	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	LAKE, IA 50428	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426602253	 	Bank of America, N.A.	 	29786 N. HIGHWAY 281 BULVERDE,	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	TX 78163	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426630212	 	Bank of America, N.A.	 	802 WESTIN OAKS DRIVE	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	HAMMOND, LA 70404	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426630225	 	Bank of America, N.A.	 	12735 HIGHWAY 43 AXIS, AL 36505	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	 	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426630238	 	Bank of America, N.A.	 	3837 HIGHWAY 63 MOSS POINT, MS 39563	 	Adreanne Bell-Justice
 (703)761-8256
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426630241	 	Bank of America, N.A.	 	905 W. JADE AVENUE PORT	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	ARTHUR, TX 77640	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426630254	 	Bank of America, N.A.	 	1013 EMERALD VALLEY DR.	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	LAREDO, TX 78043	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426863351	 	Bank of America, N.A.	 	557 AIRPARK DR. DURANGO, CO	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	81303	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426868916	 	Bank of America, N.A.	 	980 S. PAGEWOOD ST. ODESSA, TX	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	79762	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426882277	 	Bank of America, N.A.	 	3495 E RUBEN M. TORRES	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	BROWNSVILLE, TX 78521	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	4426885070	 	Bank of America, N.A.	 	7840 HIGHWAY 146 SOUTH	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	BAYTOWN, TX 77520	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	3299999740	 	Bank of America, N.A.	 	6929 E GREENWAY PARKWAY	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	SCOTTSDALE, AZ 85254	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	8188513183	 	Bank of America, N.A.	 	6929 E GREENWAY PARKWAY	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	SCOTTSDALE, AZ 85254	 	(703)761-8256	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental, Inc.
	 	3299053118	 	Bank of America, N.A.	 	6929 E GREENWAY PARKWAY	 	Adreanne Bell-Justice
	 
	 	 	 	 	 	SCOTTSDALE, AZ 85254	 	(703)761-8256	 
















 






	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Account Number	 	Name of Bank	 	ADDRESS	 	Bank Contact Name

	RSC Equipment Rental of
	 	1000447	 	Royal Bank of 	 	6929 E GREENWAY PARKWAY	 	Francine Fillion (866)
	Canada 
	 	 	 	Canada	 	SCOTTSDALE, AZ 85254	 	248-7014	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental of
	 	1001148	 	Royal Bank of	 	6929 E GREENWAY PARKWAY	 	Francine Fillion (866)
	Canada 
	 	 	 	Canada	 	SCOTTSDALE, AZ 85254	 	248-7014	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental of
	 	1001775	 	Royal Bank of	 	6929 E GREENWAY PARKWAY	 	Francine Fillion (866)
	Canada
	 	 	 	Canada	 	SCOTTSDALE, AZ 85254	 	248-7014	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental of
	 	1096270	 	Royal Bank of	 	6929 E GREENWAY PARKWAY	 	Francine Fillion (866)
	Canada 
	 	 	 	Canada	 	SCOTTSDALE, AZ 85254	 	248-7014	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental of
	 	4007258	 	Royal Bank of 	 	6929 E GREENWAY PARKWAY	 	Francine Fillion (866)
	Canada 
	 	 	 	Canada	 	SCOTTSDALE, AZ 85254	 	248-7014	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Holdings II, LLC
	 	452605	 	Deutsche Bank	 	6929 E GREENWAY PARKWAY	 	Meg Sutton (212) 250-
	 
	 	 	 	Trust Companies 	 	SCOTTSDALE, AZ 85254	 	6150	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Holdings III, LLC
	 	452613	 	Deutsche Bank	 	6929 E GREENWAY PARKWAY	 	Meg Sutton (212) 250-
	 
	 	 	 	Trust Companies 	 	SCOTTSDALE, AZ 85254	 	6150	 	 



















 





SCHEDULE 4.15(b) 

to Credit Agreement




Schedule 4.15(b): Credit Card Arrangements




Bank of America—RSC Equipment Rental, Inc.





	 	1.	 	Merchant Application and Agreement, with Bank of America and RSC
Equipment Rental, Inc (the “Company”).





American Express—RSC Equipment Rental, Inc.





	 	1.	 	American Express Card Acceptance Agreement, among American Express and the
Company.





Moneris Solutions Inc.—RSC Equipment Rental of Canada Ltd.





	 	1.	 	Agreement, dated as of April 1998 , among Moneris Solutions Inc. and RSC
Equipment Rental of Canada Ltd.




 









 











SCHEDULE 4.15(c) 

to Credit Agreement




Schedule 4.15(c): Blocked Accounts




	 	 	 	 	 	 	 	 	 
	 	 	Account Number/	 	 	 	 	 	Bank Contact Name
	Grantor	 	Type of Account	 	Name of Bank	 	Address	 	and Phone Number
	RSC Equipment 

Rental, Inc

	 	8188513183/

Concentration/Lockbox
	 	Bank of America,
N.A.
	 	CDA USCG Illinois North

#8188, 231 La Salle

Chicago, IL 60697
	 	Adreanne Bell-Justice

(703)761-8256
	 
	 	 	 	 	 	 	 	 
	Rental Service
Corporation of
Canada Ltd.

	 	03749-1006873
	 	Royal Bank of Canada
	 	1 Place Ville Marie,

8th Floor, West Wing

Montreal, QC H3C 3A9
	 	Francine Fillion
(514) 874-3041






 









 






SCHEDULE 5.2 

to Credit Agreement




Schedule 5.2: Material Adverse Effect Disclosure



None.







 









 








SCHEDULE 5.4 

to Credit Agreement




Schedule 5.4: Consents Required



None.







 









 








SCHEDULE 5.8 

to Credit Agreement




Schedule 5.8: Real Property I. Owned Property




	 	 	 	 	 	 	 	 	 
	City	 	State	 	Address	 	Zip
	Ft. Pierce

	 	FL
	 	3019 S. US Highway 1
	 	 	34982	 
	Muscatine

	 	IA
	 	1303 Washington St.
	 	 	52761	 
	Pensacola

	 	FL
	 	5580 N. Pensacola Boulevard
	 	 	32505	 





II. Leased Property




LEASED PROPERTY




	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	1

	 	R-001-01
	 	Edmonton
	 	AB
	 	4915 101st Avenue
	 	 T6A-0L6
	2

	 	R-002-02
	 	Bonnyville
	 	AB
	 	4920-56 Avenue & 4912 & 4916 — 56 Avenue
	 	 T9N 2N8
	4

	 	R-004-01
	 	Edmonton
	 	AB
	 	15730 118th Ave.
	 	 T5N-3V8
	5

	 	R-005-01
	 	Fort Saskatchewan
	 	AB
	 	11141 — 89th Avenue	 	 
	6

	 	R-006-02
	 	Fort McMurray
	 	AB
	 	275 MacAlpine Crescent	 	 
	6

	 	R-006-04
	 	Ft. McMurray
	 	AB
	 	200 Lougheed Drive
	 	 T9K 2W3
	6

	 	R-006-08
	 	Ft. McMurray
	 	AB
	 	200 Lougheed Dr.
	 	 T9K 2W3
	6

	 	R-006-09
	 	Ft. McMurray
	 	AB
	 	200 Loougheed Dr.
	 	 T9K 2W3
	7

	 	R-007-02
	 	Sherwood Park
	 	AB
	 	244, 2181 Premier Way
	 	 T8H 2V1
	8

	 	R-008-04
	 	Saskatoon
	 	SK
	 	2921 Millar Avenue
	 	 S7K-6P6
	9

	 	R-009-01
	 	Regina
	 	SK
	 	235 McDonald St. North
	 	 S4N-5W2
	9

	 	R-009-02
	 	Regina
	 	SK
	 	110 Henderson Drive
	 	 S4N 5W2
	10

	 	R-010-02
	 	Calgary
	 	AB
	 	3639 8th Street SE	 	 
	11

	 	R-011-02
	 	Red Deer
	 	AB
	 	6732 — 65th Avenue
	 	 T4P 1A5
	12

	 	R-012-01
	 	Whitecourt
	 	AB
	 	3915 38th Street
	 	 T7S-1P1
	13

	 	R-013-01
	 	Prince Albert
	 	SK
	 	59 17th Steet West
	 	 S6V-3X2
	14

	 	R-014-01
	 	Jacksonville
	 	FL
	 	2136 W. Beaver Street
	 	 32209
	15

	 	R-015-01
	 	Jacksonville
	 	FL
	 	8618 Philips Highway
	 	 32256
	16

	 	R-016-01
	 	Westlake
	 	LA
	 	3301 Cities Service Hwy.
	 	 70669
	17

	 	R-017-02
	 	Lake Charles
	 	LA
	 	1410 E. Prien Lake Road
	 	 70601
	18

	 	R-018-01
	 	Houston
	 	TX
	 	911 South Loop West
	 	 77054
	21

	 	R-021-01
	 	Gonzales
	 	LA
	 	38385 Highway 30
	 	 70737
	22

	 	R-022-02
	 	Buffalo
	 	TX
	 	U.S. Highway 79 South / 766 Highway 79 West
	 	 75831
	27

	 	R-027-02
	 	Lufkin
	 	TX
	 	3500 Ellen Trout Drive
	 	 75904
	28

	 	R-028-01
	 	Longview
	 	TX
	 	1419 FM 1845
	 	 75603
	30

	 	R-030-02
	 	Laredo
	 	TX
	 	1013 Emerald Valley Drive
	 	 78043
	31

	 	R-031-01
	 	College Station
	 	TX
	 	2301 S. Texas Avenue
	 	 77840
	32

	 	R-032-02
	 	Huntsville
	 	TX
	 	820 Bus Hwy 30 E
	 	 77340






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	33

	 	R-033-01
	 	Brenham
	 	TX
	 	2700 W. Highway 290
	 	 77834
	34

	 	R-034-01
	 	Temple
	 	TX
	 	5210 S. General Bruce
	 	 76502
	36

	 	R-036-01
	 	Round Rock
	 	TX
	 	3301 Interstate Hwy. 35 North
	 	 78664
	38

	 	R-038-03
	 	Moss Point
	 	MS
	 	3837 Highway 63
	 	 39563
	39

	 	R-039-02
	 	Vicksburg
	 	MS
	 	2720 Highway 61 North
	 	 39183
	40

	 	R-040-02
	 	Corpus Christi
	 	TX
	 	501 S. Padre Island Drive
	 	 78405
	41

	 	R-041-01
	 	Jackson
	 	MS
	 	4330 Highway 80 West
	 	 39209
	42

	 	R-042-01
	 	Hattiesburg
	 	MS
	 	5595 Highway 49 South
	 	 39402
	43

	 	R-043-03
	 	Foley
	 	AL
	 	19862 County Road 20
	 	 36535
	44

	 	R-044-02
	 	Columbus
	 	MS
	 	227 Shelton Street
	 	 39702
	45

	 	R-045-01
	 	Largo
	 	FL
	 	14144 66th Street N.
	 	 33771
	46

	 	R-046-02
	 	Port Richey
	 	FL
	 	11507 U.S. 19 North
	 	 34668
	48

	 	R-048-01
	 	Ft. Myers
	 	FL
	 	3051 Hanson Street
	 	 33916
	51

	 	R-051-01
	 	Decatur
	 	AL
	 	3180 Highway 20 West
	 	 35601
	52

	 	R-052-02
	 	Trussville
	 	AL
	 	3235 Veterans Circle
	 	 35235
	54

	 	R-054-01
	 	La Grange
	 	GA
	 	2123 Hamilton Rd.
	 	 30240
	55

	 	R-055-01
	 	Columbus
	 	GA
	 	2400 Whittlesey Road
	 	 31909
	56

	 	R-056-01
	 	Columbus
	 	GA
	 	1747 Warm Springs Rd.
	 	 31904
	57

	 	R-057-02
	 	Auburn
	 	AL
	 	1845 East Glenn Avenue
	 	 36830
	58

	 	R-058-01
	 	Newnan
	 	GA
	 	35 Herring Road
	 	 30263
	59

	 	R-059-02
	 	Villa Rica
	 	GA
	 	1275 Carrollton-Villa Rica Highway
	 	 30180
	60

	 	R-060-01
	 	Riverdale
	 	GA
	 	604 & 616 Hwy 138 S.W.
	 	 30274
	61

	 	R-061-01
	 	Demopolis
	 	AL
	 	1214 Jefferson Road
	 	 36732
	66

	 	R-066-01
	 	Tuscaloosa
	 	AL
	 	2750 Southside Drive
	 	 35401
	67

	 	R-067-01
	 	Albany
	 	GA
	 	729 S. Westover Boulevard
	 	 31707
	68

	 	R-068-01
	 	Augusta
	 	GA
	 	3521 Old Savannah Road.
	 	 30906
	69

	 	R-069-01
	 	Chattanooga
	 	TN
	 	4293 Highway 58
	 	 37416
	72

	 	R-072-01
	 	Bogart
	 	GA
	 	50 Trade Street
	 	 30622
	73

	 	R-073-01
	 	Rome
	 	GA
	 	3297 Martha Berry Hwy.
	 	 30165
	75

	 	R-075-02
	 	West Palm Beach
	 	FL
	 	6575 Southern Boulevard	 	 
	77

	 	R-077-01
	 	Daytona Beach
	 	FL
	 	1830 Mason Ave.
	 	 32117
	80

	 	R-080-02
	 	Stevenson
	 	AL
	 	43388 U.S. Highway 72
	 	 35772
	81

	 	R-081-03
	 	Huntsville
	 	AL
	 	376 Dan Tibbs Road
	 	 35806
	82

	 	R-082-02
	 	Muscle Shoals
	 	AL
	 	1512 E 2nd Street
	 	 35662
	92

	 	R-092-02
	 	Mobile
	 	AL
	 	4251 Alden Dr.
	 	 36693
	99

	 	R-099-01
	 	Scottsdale
	 	AZ
	 	6929 E. Greenway STE 200
	 	 85254
	107

	 	R-107-01
	 	Leesville
	 	LA
	 	11832 Lake Charles Highway
	 	 71496
	110

	 	R-110-01
	 	Alexandria
	 	LA
	 	3612 Coliseum Blvd.
	 	 71303
	112

	 	R-112-01
	 	Wichita Falls
	 	TX
	 	6230 Southwest Pkwy.
	 	 76310
	114

	 	R-114-02
	 	Bulverde
	 	TX
	 	29786 N. Highway 281
	 	 78163
	115

	 	R-115-02
	 	Broussard
	 	LA
	 	4911 Highway 90 East
	 	 70518
	116

	 	R-116-01
	 	Houma
	 	LA
	 	10606 E. Main St.
	 	 70363






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	117

	 	R-117-01
	 	Marble Falls
	 	TX
	 	1600 Ollie Lane
	 	 78654
	118

	 	R-118-01
	 	Mandeville
	 	LA
	 	68674 Hwy. 59
	 	 70471
	119

	 	R-119-01
	 	Orange
	 	TX
	 	5194 FM 1006
	 	 77630
	120

	 	R-120-02
	 	Bay City
	 	TX
	 	5603 7th Street
	 	 77414
	121

	 	R-121-01
	 	San Marcos
	 	TX
	 	4542 IH 35
	 	 78666
	122

	 	R-122-01
	 	Killeen
	 	TX
	 	1300 W. Central TX Expy.
	 	 76542
	124

	 	R-124-02
	 	Tyler
	 	TX
	 	13240 State Highway 110 South
	 	 75707
	126

	 	R-126-02
	 	Boerne
	 	TX
	 	29880 W IH-10
	 	 78006
	127

	 	R-127-01
	 	San Angelo
	 	TX
	 	2225 Austin St
	 	 76903
	130

	 	R-130-01
	 	Grenada
	 	MS
	 	80 Grady Road
	 	 38901
	131

	 	R-131-02
	 	Mabelvale
	 	AR
	 	11618 Otter Creek South
	 	 72103
	135

	 	R-135-01
	 	Jacksonville
	 	AR
	 	2600 W. Main
	 	 72076
	136

	 	R-136-01
	 	Southaven
	 	MS
	 	7217 Airways Road
	 	 38671
	138

	 	R-138-01
	 	Meridian
	 	MS
	 	3035 S. Frontage Road
	 	 39301
	139

	 	R-139-03
	 	Bartlett
	 	TN
	 	6600 Summer Avenue / Hwy 70
	 	 38134
	141

	 	R-141-01
	 	Fort Walton Beach
	 	FL
	 	119 Doodle Avenue
	 	 32547
	142

	 	R-142-05
	 	Davie
	 	FL
	 	3540 Burris Road
	 	 33314
	145

	 	R-145-02
	 	Thomasville
	 	GA
	 	10247 Highway 84 East
	 	 31757
	150

	 	R-150-02
	 	Jasper
	 	AL
	 	13001 Highway 78
	 	 35501
	151

	 	R-151-02
	 	Montgomery
	 	AL
	 	700 Enterprise Court	 	 36117- 2299
	152

	 	R-152-02
	 	Oxford
	 	AL
	 	1214 Hamrick Drive West
	 	 36203
	153

	 	R-153-01
	 	Alexander City
	 	AL
	 	364 Highway 280
	 	 35010
	154

	 	R-154-02
	 	Dothan
	 	AL
	 	3425 Napier Field Rd
	 	 36303
	155

	 	R-155-03
	 	Axis
	 	AL
	 	12735 Highway 43
	 	 36505
	156

	 	R-156-01
	 	Panama City
	 	FL
	 	1503 West 15th Street
	 	 32401
	157

	 	R-157-01
	 	Attalla
	 	AL
	 	140 Industrial Drive
	 	 35954
	159

	 	R-159-01
	 	Pelham
	 	AL
	 	1369 McCain Pkwy
	 	 35124
	160

	 	R-160-01
	 	Byron
	 	GA
	 	135 Peachtree Road
	 	 31008
	169

	 	R-169-03
	 	Lebanon
	 	TN
	 	5188 Eastgate Blvd
	 	 37090
	170

	 	R-170-01
	 	Cleveland
	 	TN
	 	1500 Fritz Street SE
	 	 37323
	171

	 	R-171-03
	 	Knoxville
	 	TN
	 	5417 Middlebrook Pike
	 	 37921
	173

	 	R-173-01
	 	Talbott
	 	TN
	 	6688 W. A. Johnson Hwy.
	 	 37814
	174

	 	R-174-01
	 	Crossville
	 	TN
	 	608 West Avenue
	 	 38555
	175

	 	R-175-02
	 	Clarksville
	 	TN
	 	147 Jack Miller Boulevard
	 	 37042
	176

	 	R-176-03
	 	Nashville
	 	TN
	 	301 Crutcher Street	 	 
	177

	 	R-177-01
	 	Murfreesboro
	 	TN
	 	1425 S. Church Street
	 	 37130
	178

	 	R-178-01
	 	Franklin
	 	TN
	 	109 Century Court
	 	 37064
	180

	 	R-180-01
	 	Myrtle Beach
	 	SC
	 	709 Seaboard Street
	 	 29577
	188

	 	R-188-01
	 	Monroe
	 	NC
	 	4013 Highway 74 West
	 	 28110
	190

	 	R-190-01
	 	Hopewell
	 	VA
	 	700 South 15th Avenue
	 	 23860
	191

	 	R-191-01
	 	Baltimore
	 	MD
	 	3925 Washington Blvd.
	 	 21227
	196

	 	R-196-01
	 	Thomasville
	 	PA
	 	6778 Lincoln Hwy. West
	 	 17364






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	201

	 	R-201-01
	 	Aiken
	 	SC
	 	610 Pine Log Road
	 	 29803
	202

	 	R-202-01
	 	Salem
	 	VA
	 	1201 Electric Road
	 	 24153
	203

	 	R-203-02
	 	Christiansburg
	 	VA
	 	1570 Radford Road
	 	 24073
	204

	 	R-204-02
	 	Summerville
	 	SC
	 	2721 West 5th North Street
	 	 29483
	206

	 	R-206-01
	 	Abingdon
	 	MD
	 	1303 Governor Court
	 	  21009
	207

	 	R-207-02
	 	Frederick
	 	MD
	 	4620 Wedgewood Boulevard
	 	 21703
	210

	 	R-210-01
	 	Moline
	 	IL
	 	3913 24th Street
	 	 61265
	212

	 	R-212-01
	 	Des Moines
	 	IA
	 	2021 NE Broadway
	 	 50313
	213

	 	R-213-01
	 	Cedar Rapids
	 	IA
	 	5735 4th Street SW
	 	 52404
	214

	 	R-214-01
	 	Decatur
	 	IL
	 	4419 & 4375 Reas Bridge Road
	 	 62521
	216

	 	R-216-01
	 	Urbana
	 	IL
	 	1414 Triumph Drive
	 	 61802
	218

	 	R-218-02
	 	Ames
	 	IA
	 	2108 Lincoln Way
	 	 50010
	219

	 	R-219-01
	 	E. Chicago
	 	IN
	 	300 W. Chicago Ave.
	 	 46312
	221

	 	R-221-02
	 	Republic
	 	MO
	 	6876 W. Republic Road
	 	 65738
	222

	 	R-222-02
	 	Clifton
	 	CO
	 	460 32nd Road
	 	 81520
	223

	 	R-223-03
	 	Stillwater
	 	OK
	 	3520 N. Perkins Road
	 	 74075
	224

	 	R-224-01
	 	Waukesha
	 	WI
	 	21600 Doral Road
	 	 53187
	224

	 	R-224-02
	 	Waukesha
	 	WI
	 	21650 Doral Road
	 	 53187
	226

	 	R-226-01
	 	ElK Grove Village
	 	IL
	 	2201 East Higgins Road
	 	 60070
	230

	 	R-230-02
	 	Pine Bluff
	 	AR
	 	6520 W. Barraque Street
	 	 71602
	231

	 	R-231-01
	 	Texarkana
	 	TX
	 	2022 Texas Blvd.
	 	 75501
	232

	 	R-232-02
	 	Rogers
	 	AR
	 	2505 N. 24th Street
	 	 72756
	233

	 	R-233-01
	 	Jonesboro
	 	AR
	 	2927 Browns Lane
	 	 72401
	235

	 	R-235-03
	 	Blytheville
	 	AR
	 	4855 North County Road 773
	 	 72316
	237

	 	R-237-01
	 	Russellville
	 	AR
	 	3004 S. Arkansas
	 	 72802
	238

	 	R-238-01
	 	Fort Smith
	 	AR
	 	3616 Towson Avenue
	 	 72901
	239

	 	R-239-02
	 	Hot Springs
	 	AR
	 	513 Airport Road
	 	 71913
	240

	 	R-240-01
	 	Tallahassee
	 	FL
	 	709 West Gaines St.
	 	 32304
	241

	 	R-241-01
	 	Tallahassee
	 	FL
	 	3655 N. Monroe St.
	 	 32303
	243

	 	R-243-01
	 	Tallahassee
	 	FL
	 	2445 Capital Circle NE
	 	 32308
	244

	 	R-244-02
	 	Lake City
	 	FL
	 	539 S.W. Arrowhead Terrace
	 	 32024
	245

	 	R-245-02
	 	Valdosta
	 	GA
	 	4383 Inner Perimeter Road
	 	 31602
	248

	 	R-248-01
	 	Oshkosh
	 	WI
	 	5814 Green Valley Road
	 	 53066
	249

	 	R-249-01
	 	Bartlesville
	 	OK
	 	3801 SE Nowata Road
	 	 74006
	249

	 	R-249-02
	 	Bartlesville
	 	OK
	 	Lot Next Door	 	 
	250

	 	R-250-01
	 	Waterloo
	 	IA
	 	2025 Westfield Avenue
	 	 50704
	251

	 	R-251-01
	 	LaCrosse
	 	WI
	 	2809 Larson Street
	 	 54603
	252

	 	R-252-03
	 	Hays
	 	KS
	 	1100 Vine Street
	 	 67601
	254

	 	R-254-02
	 	Hubbard
	 	OH
	 	7094 Truck World Blvd
	 	 44425
	257

	 	R-257-02
	 	O’Fallon
	 	MO
	 	9080 Veterans Memorial Drive
	 	 63366
	274

	 	R-274-03
	 	Richmond
	 	KY
	 	6001 Atwood Drive
	 	 40475
	276

	 	R-276-02
	 	Corbin
	 	KY
	 	912 W. Cumberland Gap Parkway
	 	 40701






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	279

	 	R-279-01
	 	Ardmore
	 	OK
	 	3212 Prairie Valley Road
	 	 73401
	280

	 	R-280-02
	 	Kirksville
	 	MO
	 	3008 North Baltimore Street
	 	 63501
	281

	 	R-281-02
	 	Osage Beach
	 	MO
	 	5635 Highway 54
	 	 65065
	282

	 	R-282-01
	 	Hibbing
	 	MN
	 	1226 E. 16th Avenue & 1508 13th Street E.
	 	 55746
	283

	 	R-283-01
	 	Liberal
	 	KS
	 	325 S. Kansas Avenue
	 	 67901
	285

	 	R-285-01
	 	Scottsbluff
	 	NE
	 	230394 Highland Road
	 	 69361
	286

	 	R-286-04
	 	Mankato
	 	MN
	 	301 W. Mabel Street
	 	 56002
	288

	 	R-288-03
	 	Harrisburg
	 	PA
	 	932 S. 13th Street
	 	 17104
	290

	 	R-290-01
	 	Denver
	 	CO
	 	11250 East 40th Avenue
	 	 80239
	291

	 	R-291-01
	 	Denver
	 	CO
	 	1250 Zuni Street
	 	 80204
	292

	 	R-292-01
	 	Amarillo
	 	TX
	 	3900 Interstate 40 East
	 	 79103
	293

	 	R-293-01
	 	Lubbock
	 	TX
	 	317 Southeast Loop 289
	 	 79404
	295

	 	R-295-01
	 	Albuquerque
	 	NM
	 	9170 Coors NW
	 	 87120
	296

	 	R-296-01
	 	Albuquerque
	 	NM
	 	2401 Menaul NE
	 	 87107
	297

	 	R-297-02
	 	Grand Island
	 	NE
	 	3708 Arch Avenue
	 	 68801
	298

	 	R-298-01
	 	Olathe
	 	KS
	 	11615 S. Rogers Road
	 	 66062
	299

	 	R-299-02
	 	Kansas City
	 	MO
	 	1040 Burlington
	 	 64116
	300

	 	R-300-01
	 	Fort Collins
	 	CO
	 	1429 E. Mulberry
	 	 80524
	302

	 	R-302-01
	 	Littleton
	 	CO
	 	13109 N. Highway 85
	 	 80125
	303

	 	R-303-01
	 	Colorado Springs
	 	CO
	 	2401 Steel Drive
	 	 80907
	308

	 	R-308-03
	 	Akron
	 	OH
	 	2292 South Arlington Street
	 	 44319
	309

	 	R-309-03
	 	Maumee
	 	OH
	 	1373 Conant Street
	 	 43537
	311

	 	R-311-01
	 	Wichita
	 	KS
	 	9707 E. Orme
	 	 67207
	312

	 	R-312-02
	 	Wichita
	 	KS
	 	9127 West Kellogg Drive	 	 67209- 1860
	314

	 	R-314-01
	 	Lees Summit
	 	MO
	 	951 SE. Oldham Parkway
	 	 64081
	315

	 	R-315-01
	 	Warrensburg
	 	MO
	 	754 E. Young
	 	 64093
	315

	 	R-315-02
	 	Warrensburg
	 	MO
	 	611 Creach Drive
	 	 64093
	316

	 	R-316-03
	 	Columbia
	 	MO
	 	3215 Paris Road
	 	 65202
	317

	 	R-317-01
	 	Joplin
	 	MO
	 	2805 Newman Road
	 	 64801
	318

	 	R-318-01
	 	Norman
	 	OK
	 	2900 North Interstate Dr.
	 	 73072
	319

	 	R-319-02
	 	St. Joseph
	 	MO
	 	3818 South Leonard Road
	 	 64503
	320

	 	R-320-01
	 	Plymouth
	 	MN
	 	2340 Fernbrook Lane
	 	 55447
	322

	 	R-322-01
	 	Oakdale
	 	MN
	 	6740 Hudson Blvd.
	 	 55128
	322

	 	R-322-02
	 	Oakdale
	 	MN
	 	Hudson Blvd
	 	 55128
	323

	 	R-323-01
	 	Burnsville
	 	MN
	 	3750 Highway 13 West
	 	 55337
	324

	 	R-324-01
	 	Duluth
	 	MN
	 	4201 West First Street
	 	 55807
	325

	 	R-325-02
	 	LaVista
	 	NE
	 	8616 S. 135th Street
	 	 68138
	326

	 	R-326-01
	 	Lincoln
	 	NE
	 	1821 Cornhusker Hwy.
	 	 68521
	326

	 	R-326-02
	 	Lincoln
	 	NE
	 	1830 Yolande
	 	 68521
	327

	 	R-327-02
	 	West Burlington
	 	IA
	 	1050 S. Gear Avenue
	 	 52655
	328

	 	R-328-01
	 	Clinton
	 	IA
	 	2705 S. 17th Street
	 	 52732






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	330

	 	R-330-01
	 	Rochester
	 	MN
	 	3020 Highway 63 North
	 	 55906
	331

	 	R-331-01
	 	El Dorado
	 	AR
	 	810 Strong Highway
	 	 71730
	332

	 	R-332-03
	 	Yukon
	 	OK
	 	201 Sara Road
	 	 73131
	333

	 	R-333-01
	 	Broken Arrow
	 	OK
	 	708 W. Elgin Street
	 	 74012
	334

	 	R-334-01
	 	Oklahoma City
	 	OK
	 	324 W. Memorial Rd.
	 	 73114
	335

	 	R-335-02
	 	Muskogee
	 	OK
	 	2500 S. 32nd Street
	 	 74401
	336

	 	R-336-02
	 	Brownsville
	 	TX
	 	3495 E Ruben M Torres
	 	 78521
	337

	 	R-337-02
	 	Sand Springs
	 	OK
	 	8200 Charles Page Boulevard
	 	 74063
	339

	 	R-339-03
	 	Valley Park
	 	MO
	 	421 West Outer Loop Road
	 	 63088
	340

	 	R-340-01
	 	Bloomington
	 	IL
	 	2701 South Main Street
	 	 61704
	341

	 	R-341-01
	 	Cape Girardeau
	 	MO
	 	2050 Southern Expressway
	 	 63703
	342

	 	R-342-02
	 	Quincy
	 	IL
	 	3801 Maine Street
	 	 62301
	343

	 	R-343-01
	 	Green Bay
	 	WI
	 	3161 Market Street
	 	 54304
	344

	 	R-344-01
	 	Madison
	 	WI
	 	26 Marsh Court
	 	 53718
	345

	 	R-345-01
	 	Schofield
	 	WI
	 	5605 Mesker Street
	 	 54476
	346

	 	R-346-01
	 	Peru
	 	IL
	 	2901 N. Peoria Street
	 	 61354
	347

	 	R-347-01
	 	DeKalb
	 	IL
	 	1845 East Lincoln Hwy.
	 	 60115
	348

	 	R-348-02
	 	East Peoria
	 	IL
	 	3407 N. Main Street
	 	 61611
	351

	 	R-351-02
	 	Clear Lake
	 	IA
	 	2150 4th Street S.W.
	 	 50428
	352

	 	R-352-01
	 	Dodge City
	 	KS
	 	307 North 14th Avenue
	 	 67801
	353

	 	R-353-01
	 	Tupelo
	 	MS
	 	1948 Cliff Gookin Blvd.
	 	 38801
	354

	 	R-354-02
	 	Channahon
	 	IL
	 	22634 South Frontage Road West
	 	 60410
	355

	 	R-355-01
	 	St. Cloud
	 	MN
	 	3352 Southway Drive
	 	 56301
	357

	 	R-357-02
	 	Springfield
	 	IL
	 	1600 S. Dirksen Parkway
	 	 62703
	358

	 	R-358-02
	 	Dubuque
	 	IA
	 	1025 Cedar Cross Road
	 	 52003
	359

	 	R-359-02
	 	Collinsville
	 	IL
	 	5076 Mid America Court
	 	 62234
	361

	 	R-361-03
	 	Fargo
	 	ND
	 	3004 Thunder Road South
	 	 58104
	362

	 	R-362-01
	 	Sioux Falls
	 	SD
	 	3620 North Lewis Avenue
	 	 57105
	366

	 	R-366-03
	 	Hollister
	 	MO
	 	#48 Industrial Park Drive
	 	 65672
	367

	 	R-367-02
	 	Jackson
	 	TN
	 	174 Kenworth Boulevard
	 	 38305
	369

	 	R-369-02
	 	Lawrence
	 	KS
	 	31st St & Haskell Ave
	 	 66046- 4329
	370

	 	R-370-02
	 	New Castle
	 	DE
	 	900 Basin Rd
	 	 19720
	371

	 	R-371-01
	 	Lancaster
	 	PA
	 	1209 Marshall Avenue
	 	 17601
	372

	 	R-372-01
	 	Laurel
	 	DE
	 	28587 Sussex Highway
	 	 19956
	375

	 	R-375-05
	 	New Castle
	 	DE
	 	910 Basin Road Suite 220 — 2nd Floor
	 	 19720
	376

	 	R-376-02
	 	Griffin
	 	GA
	 	392 North Expressway
	 	 30223
	377

	 	R-377-01
	 	Statesboro
	 	GA
	 	16300 U.S. Highway 80 West
	 	 30458
	380

	 	R-380-02
	 	Elizabethtown
	 	KY
	 	210 Corporate Dr.
	 	 42701
	381

	 	R-381-01
	 	Lebanon
	 	KY
	 	65 Sulphur Springs Rd.
	 	 40033
	382

	 	R-382-02
	 	Duncansville
	 	PA
	 	947 Route 22 East
	 	 16635
	383

	 	R-383-01
	 	Arden
	 	NC
	 	3883 Sweeten Creek Road
	 	 28704






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	386

	 	R-386-02
	 	Chalfont
	 	PA
	 	100 Liberty Lane
	 	 18914
	388

	 	R-388-02
	 	Bowling Green
	 	KY
	 	970 Lovers Lane
	 	 42101
	390

	 	R-390-01
	 	Gilbert
	 	AZ
	 	215 E. Baseline Road
	 	 85233
	390

	 	R-390-03
	 	Gilbert
	 	AZ
	 	115 East Baseline Road
	 	 85233
	391

	 	R-391-01
	 	Tucson
	 	AZ
	 	9 W. Prince Road
	 	 85705
	392

	 	R-392-01
	 	Show Low
	 	AZ
	 	3461 East Deuce of Clubs
	 	 85901
	394

	 	R-394-01
	 	Sierra Vista
	 	AZ
	 	648 East Fry Blvd.
	 	 85635
	395

	 	R-395-02
	 	Safford
	 	AZ
	 	1060 E. Highway 70
	 	 85546
	396

	 	R-396-02
	 	Globe
	 	AZ
	 	2020 US Highway 60
	 	 85501
	397

	 	R-397-01
	 	Gallup
	 	NM
	 	2323 West Hwy. 66
	 	 87301
	398

	 	R-398-02
	 	Farmington
	 	NM
	 	181 S. Browning Parkway
	 	 87401
	399

	 	R-399-01
	 	Phoenix
	 	AZ
	 	21445 North 27th Ave.
	 	 85027
	400

	 	R-400-01
	 	Pueblo
	 	CO
	 	814 N Santa Fe Ave.
	 	 81003
	401

	 	R-401-01
	 	Steamboat Springs
	 	CO
	 	2251 Downhill Drive
	 	 80477
	402

	 	R-402-02
	 	Cave Creek
	 	AZ
	 	6921 East Cave Creek Road
	 	 85331
	403

	 	R-403-01
	 	Santa Fe
	 	NM
	 	2707 Cerrillos
	 	 87505
	403

	 	R-403-02
	 	Santa Fe
	 	NM
	 	Lots C-5 & C6 Del Camino Rd.
	 	 87502
	405

	 	R-405-02
	 	Alamogordo
	 	NM
	 	1437 Hwy 70 West
	 	 88310
	406

	 	R-406-04
	 	Las Cruces
	 	NM
	 	700 & 708 West Palms
	 	 88005
	409

	 	R-409-01
	 	Eagle
	 	CO
	 	1045 Chambers Ave. Lot C-11
	 	 81631
	410

	 	R-410-01
	 	Cheyenne
	 	WY
	 	709 West Lincolnway
	 	 82001
	412

	 	R-412-02
	 	Prescott Valley
	 	AZ
	 	6363 E. 2nd Street
	 	 86301
	413

	 	R-413-01
	 	Casa Grande
	 	AZ
	 	1429 North Pinal Avenue
	 	 85222
	415

	 	R-415-01
	 	Breckenridge
	 	CO
	 	116 Country Road 450
	 	 80424
	415

	 	R-415-02
	 	Breckenridge
	 	CO
	 	0112 Summit County Road #450
	 	 80424
	419

	 	R-419-01
	 	Longmont
	 	CO
	 	900 S. Sunset Road
	 	 80302
	421

	 	R-421-01
	 	Elizabeth City
	 	NC
	 	1000 Halstead Boulevard
	 	 27907
	423

	 	R-423-01
	 	Manhattan
	 	KS
	 	915 Enoch Lane
	 	 66502
	426

	 	R-426-01
	 	Stuart
	 	FL
	 	725 S.E. Monterey Rd.
	 	 34994
	429

	 	R-429-01
	 	Rhinelander
	 	WI
	 	5809 Highway 8 West
	 	 54501
	431

	 	R-431-01
	 	Greenwood
	 	SC
	 	2402 Highway 72/221 E. Brickyard Rd.
	 	 29646
	432

	 	R-432-02
	 	Johnson City
	 	TN
	 	800 Boone Station Rd
	 	 37615
	438

	 	R-438-02
	 	Starkville
	 	MS
	 	600 Highway 25
	 	 39759
	439

	 	R-439-01
	 	Casper
	 	WY
	 	3233 Cy Avenue
	 	 82604
	442

	 	R-442-03
	 	Manassas
	 	VA
	 	12391 Randolph Ridge Road
	 	 20109
	443

	 	R-443-02
	 	Fredericksburg
	 	VA
	 	4616 Lassen Lane	 	 
	444

	 	R-444-01
	 	Winchester
	 	VA
	 	1961 S. Loudoun Street
	 	 22601
	445

	 	R-445-06
	 	Cross Lanes
	 	WV
	 	575 New Goff Mountain Road
	 	 25313
	446

	 	R-446-01
	 	Woodbridge
	 	VA
	 	1308 Horner Road
	 	 22191
	447

	 	R-447-02
	 	Virginia Beach
	 	VA
	 	1344 Taylor Farm Road
	 	 23453






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	454

	 	R-454-03
	 	Harrisonburg
	 	VA
	 	161 Charles Street
	 	 22821
	457

	 	R-457-01
	 	Columbia
	 	SC
	 	1400 Bluff Road
	 	 29201
	460

	 	R-460-01
	 	Princeton
	 	WV
	 	319 Oakvale Road
	 	 24701
	462

	 	R-462-01
	 	Beckley
	 	WV
	 	309 North Eisenhower Drive
	 	 25801
	462

	 	R-462-02
	 	Beckley
	 	WV
	 	307 N Eisenhower Dr (Lots 2 & 3)
	 	 25801
	462

	 	R-462-03
	 	Beckley
	 	WV
	 	309 North Eisenhower Drive
	 	 25801
	463

	 	R-463-03
	 	Charlottesville
	 	VA
	 	104 Meade Street
	 	 22902
	465

	 	R-465-01
	 	Richmond
	 	VA
	 	6710-6720 Everglades Drive
	 	 23225
	472

	 	R-472-05
	 	Charlotte
	 	NC
	 	3022 Griffith St
	 	 28203
	473

	 	R-473-01
	 	Greensboro
	 	NC
	 	105 Swing Road
	 	 27409
	474

	 	R-474-01
	 	Raleigh
	 	NC
	 	5600 Chapel Hill Road
	 	 27607
	475

	 	R-475-02
	 	South Bend
	 	IN
	 	4311 North Mayflower Road	 	 
	476

	 	R-476-01
	 	Greenville
	 	SC
	 	1000 Woodruff Road
	 	 29607
	477

	 	R-477-01
	 	Charleston
	 	SC
	 	2841 Azalea Drive
	 	 29405
	478

	 	R-478-02
	 	Rock Hill
	 	SC
	 	910 Riverview Road
	 	 29732
	479

	 	R-479-01
	 	Wilmington
	 	NC
	 	1020 N. Front Street 2200 West Loop South, #475
	 	 28401
	480

	 	R-480-02
	 	Asheville
	 	NC
	 	141 Sweeten Creek Road
	 	 28803
	482

	 	R-482-02
	 	Savannah
	 	GA
	 	1000 Chatham Parkway North
	 	 31408- 3036
	483

	 	R-483-01
	 	Victoria
	 	TX
	 	12104 N. Navarro
	 	 77904
	484

	 	R-484-03
	 	Providence
	 	RI
	 	1 Fields Point Drive
	 	 02905
	485

	 	R-485-01
	 	Cookeville
	 	TN
	 	1830 Foreman Drive
	 	 38501
	486

	 	R-486-01
	 	Lawrenceville
	 	GA
	 	229 Hurricane Shoals Road
	 	 30045
	487

	 	R-487-02
	 	Marietta
	 	GA
	 	1950 Guffin Lane
	 	 30066
	489

	 	R-489-01
	 	Vancouver
	 	WA
	 	7920 N.E. St. Johns Rd.	 	 
	489

	 	R-489-02
	 	Vancouver
	 	WA
	 	7920 NE St. Johns Rd
	 	 98665
	490

	 	R-490-02
	 	Spencer
	 	IA
	 	4016 Highway Boulevard
	 	 51301
	492

	 	R-492-01
	 	Manvel
	 	TX
	 	7302 Corporate Drive
	 	 77578
	494

	 	R-494-01
	 	Jacksonville
	 	NC
	 	229 Center Street
	 	 28546
	495

	 	R-495-02
	 	Pinehurst
	 	TX
	 	32000 SH #249
	 	 77362
	497

	 	R-497-01
	 	Brunswick
	 	GA
	 	1008 Commercial St
	 	 31522
	498

	 	R-498-02
	 	Middleton
	 	MA
	 	15 Sharpners Pond Rd., Building G
	 	 01949
	501

	 	R-501-01
	 	Salina
	 	KS
	 	1500 S. Broadway
	 	 67401
	505

	 	R-505-02
	 	Riverside
	 	CA
	 	520 E. LaCadena Drive
	 	 92501
	506

	 	R-506-01
	 	Bakersfield
	 	CA
	 	4117 Rosedale Highway
	 	 93308
	508

	 	R-508-01
	 	Long Beach
	 	CA
	 	2900 E. Spring Street
	 	 90806
	511

	 	R-511-02
	 	Temecula
	 	CA
	 	28377 Felix Valdez Avenue
	 	 92590
	513

	 	R-513-01
	 	Santa Ana
	 	CA
	 	1000 S. Grand Avenue	 	 
	521

	 	R-521-02
	 	Flagstaff
	 	AZ
	 	2678 E. Huntington Drive
	 	 86001
	522

	 	R-522-03
	 	Gillette
	 	WY
	 	2601 E 2nd Street
	 	 82718
	523

	 	R-523-02
	 	Bullhead City
	 	AZ
	 	2250 Silvercreek Road
	 	 86442
	525

	 	R-525-03
	 	Billings
	 	MT
	 	2651 Gabel Road
	 	 59102
	527

	 	R-527-01
	 	Yuma
	 	AZ
	 	2720 E 16th Street (Hwy 95)	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	528

	 	R-528-01
	 	West Valley City
	 	UT
	 	2781 W. 2100 South
	 	 84119
	550

	 	R-550-01
	 	San Francisco
	 	CA
	 	2177 Jerrold Avenue
	 	 94124
	552

	 	R-552-01
	 	San Jose
	 	CA
	 	2150 O’Toole Avenue
	 	 95131
	556

	 	R-556-02
	 	Martinez
	 	CA
	 	4030 Pacheco Boulevard
	 	 94553
	556

	 	R-556-04
	 	Martinez
	 	CA
	 	4022 Pacheco BLVD.
	 	 94553
	559

	 	R-559-01
	 	Ellensburg
	 	WA
	 	501 South Main
	 	 98926
	560

	 	R-560-01
	 	Moses Lake
	 	WA
	 	1210 W. Broadway
	 	 98837
	561

	 	R-561-01
	 	Tacoma
	 	WA
	 	2302 East “Q” Street
	 	 98421
	562

	 	R-562-02
	 	Everett
	 	WA
	 	2810 Highland Avenue
	 	 98201
	563

	 	R-563-01
	 	Redmond
	 	WA
	 	9045 Willows Road
	 	 98052
	565

	 	R-565-01
	 	Seattle
	 	WA
	 	5421 1st Avenue South
	 	 98108
	565

	 	R-565-03
	 	Seattle
	 	WA
	 	S. Dawson St.	 	 
	566

	 	R-566-01
	 	Mt Vernon
	 	WA
	 	1301 East College Way
	 	 98273
	569

	 	R-569-02
	 	Clackamas
	 	OR
	 	1385 SE Amber Road
	 	 97015
	571

	 	R-571-03
	 	Durango
	 	CO
	 	557 Air Park Drive
	 	 81301
	575

	 	R-575-02
	 	Hermiston
	 	OR
	 	2358 N. First Place
	 	 97838
	578

	 	R-578-01
	 	Coos Bay
	 	OR
	 	1819 Highway 101 South	 	 
	580

	 	R-580-02
	 	Martinez
	 	CA
	 	4030 Pacheco Boulevard
	 	 94553
	583

	 	R-583-01
	 	Salem
	 	OR
	 	3092 Silverton Road
	 	 97301
	595

	 	R-595-01
	 	Conklin
	 	AB
	 	161 Northland Dr.
	 	 T0P 1H0
	595

	 	R-595-02
	 	Conklin
	 	AB
	 	119 Poplar Dr.
	 	T0P1H0
	601

	 	R-601-03
	 	Kamloops
	 	BC
	 	705 Laval Crescent
	 	V2C 5P2
	602

	 	R-602-01
	 	Medicine Hat
	 	AB
	 	2230-9th Avenue
	 	T1A 0N5
	602

	 	R-602-02
	 	Medicine Hat
	 	AB
	 	23 Southwest Drive SW
	 	T1A On5
	604

	 	R-604-01
	 	Lethbridge
	 	AB
	 	1405 33 Street N.
	 	T1H 5H2
	605

	 	R-605-03
	 	Lloydminster
	 	SK
	 	4401 — 37th Avenue
	 	F9V 1E9
	614

	 	R-614-01
	 	Lakeland
	 	FL
	 	3635 Hwy. 98 N.
	 	 33805
	615

	 	R-615-03
	 	Chapin
	 	SC
	 	No. 192000002200 on HWY 213 adjacent to the SCEG	 	 
	616

	 	R-616-01
	 	Tampa
	 	FL
	 	5907 E. Adamo Drive
	 	 33619
	618

	 	R-618-02
	 	Mulberry
	 	FL
	 	907 East Canal Street
	 	 33860
	619

	 	R-619-05
	 	Naples
	 	FL
	 	6487 Airport Pulling Road
	 	 34109
	620

	 	R-620-02
	 	Durham
	 	NC
	 	200 S. LaSalle Street
	 	 27705
	622

	 	R-622-02
	 	Orlando
	 	FL
	 	4201 L.B. McLeod
	 	 32811
	623

	 	R-623-02
	 	Gulfport
	 	MS
	 	10230 Logan Cline Drive
	 	 39503
	624

	 	R-624-01
	 	Moose Jaw
	 	SK
	 	850 High St
	 	 S6H 1T9
	626

	 	R-626-02
	 	New Britain
	 	CT
	 	60 Wooster Street
	 	 06052
	629

	 	R-629-01
	 	Hampton
	 	VA
	 	602 Copeland Drive
	 	 23661
	631

	 	R-631-02
	 	Fayetteville
	 	NC
	 	4301 Murchison Road
	 	 28311
	633

	 	R-633-02
	 	Mooresville
	 	NC
	 	505 East Plaza Drive
	 	 28115
	641

	 	R-641-02
	 	Leesburg
	 	FL
	 	100 Weber Ave & Hwy 44
	 	 34748
	642

	 	R-642-02
	 	Cocoa
	 	FL
	 	2850 W. State Road 520
	 	 32926
	644

	 	R-644-01
	 	Winter Haven
	 	FL
	 	355 5th Street SW
	 	 33880






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	647

	 	R-647-01
	 	Hammond
	 	LA
	 	802 Westin Oaks Drive	 	 
	650

	 	R-650-01
	 	Ft Worth
	 	TX
	 	12997 North Freeway
	 	 76117
	651

	 	R-651-01
	 	Shreveport
	 	LA
	 	300 Lynbrook Boulevard
	 	 71106
	652

	 	R-652-03
	 	Bastrop
	 	TX
	 	507 Highway 71
	 	 78602
	653

	 	R-653-01
	 	Lewisville
	 	TX
	 	737 East Main
	 	 75067
	654

	 	R-654-03
	 	Dallas
	 	TX
	 	2728 Westmoreland
	 	 75212
	655

	 	R-655-01
	 	Waco
	 	TX
	 	6931 Woodway Drive — bldg #3
	 	 76712
	656

	 	R-656-02
	 	Plaquemine
	 	LA
	 	58020 Industrial Boulevard
	 	 70764
	657

	 	R-657-02
	 	Donaldsonville
	 	LA
	 	2235 Highway 70
	 	 70346
	659

	 	R-659-01
	 	Abilene
	 	TX
	 	1766 S. Treadaway
	 	 79602
	660

	 	R-660-03
	 	Tulsa
	 	OK
	 	2807 North Garnett Road	 	 
	661

	 	R-661-02
	 	Odessa
	 	TX
	 	980 S. Pagewood Avenue
	 	 79762
	662

	 	R-662-02
	 	Lawton
	 	OK
	 	2420 Lee Boulevard
	 	 73505
	664

	 	R-664-02
	 	Humble
	 	TX
	 	3595 FM 1960 West
	 	 77338
	666

	 	R-666-03
	 	Baton Rouge
	 	LA
	 	6952 & 6958 Airline Highway
	 	 70805
	668

	 	R-668-01
	 	Westwego
	 	LA
	 	1444 W. Bank Expressway
	 	 70094
	668

	 	R-668-02
	 	Westwego
	 	LA
	 	1446 W. Bank Expressway
	 	 70094
	669

	 	R-669-02
	 	Garland
	 	TX
	 	2809 West Kingsley Road
	 	 75041
	670

	 	R-670-01
	 	El Paso
	 	TX
	 	6914 Gateway East
	 	 79915
	671

	 	R-671-04
	 	Williston
	 	ND
	 	2409 7th Ave. E.
	 	 58801
	671

	 	R-671-05
	 	Williston
	 	ND
	 	802 University Ave
	 	 58801
	672

	 	R-672-01
	 	New Orleans
	 	LA
	 	11580 Chef Menteur Highway
	 	 70128
	673

	 	R-673-01
	 	Midlothian
	 	TX
	 	320 North Highway 67
	 	 76065
	676

	 	R-676-01
	 	Oklahoma City
	 	OK
	 	3101 South Prospect
	 	 73129
	677

	 	R-677-01
	 	Austin
	 	TX
	 	10300 I.H. 35 North
	 	 78753
	681

	 	R-681-02
	 	Austin
	 	TX
	 	4811 East Ben White
	 	 78744
	682

	 	R-682-01
	 	Lynchburg
	 	VA
	 	3560 Young Place
	 	 24501
	683

	 	R-683-01
	 	Washington
	 	PA
	 	944 Manifold Rd
	 	 15301
	686

	 	R-686-01
	 	Wenatchee
	 	WA
	 	421 S. Wenatchee Blvd.
	 	 98801
	689

	 	R-689-02
	 	McKinney
	 	TX
	 	1533 N. McDonald
	 	 75069
	691

	 	R-691-01
	 	San Antonio
	 	TX
	 	5120 Wurzbach Road
	 	 78238
	692

	 	R-692-02
	 	San Antonio
	 	TX
	 	5333 E. Houston
	 	 78220
	692

	 	R-692-03
	 	San Antonio
	 	TX
	 	5333 E. Houston
	 	 78220
	693

	 	R-693-03
	 	Baytown
	 	TX
	 	7840 Highway 146 South
	 	 77520
	694

	 	R-694-02
	 	Mobile
	 	AL
	 	4230 B Halls Mill Road	 	 
	694

	 	R-694-03
	 	Mobile
	 	AL
	 	4226 Halls Mill Road
	 	 36693
	707

	 	R-707-01
	 	Birmingham
	 	AL
	 	4111 Pinson Valley Parkway
	 	 35215
	708

	 	R-708-01
	 	Fairfield
	 	OH
	 	4300 Muhlhauser Road
	 	 45014
	709

	 	R-709-03
	 	Weatherford
	 	TX
	 	2201 Tin Top Road, #400
	 	 76086
	711

	 	R-711-03
	 	Port Arthur
	 	TX
	 	905 West Jade Avenue
	 	 77640
	712

	 	R-712-02
	 	Sun Valley
	 	CA
	 	8450 Haddon Avenue
	 	 91352
	716

	 	R-716-03
	 	Baton Rouge
	 	LA
	 	913 Chippewa Street
	 	 70805






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	721

	 	R-721-02
	 	Houston
	 	TX
	 	11003 Bissonnet
	 	 77099
	726

	 	R-726-02
	 	Stafford
	 	TX
	 	2510 S. Main Street
	 	 77477
	727

	 	R-727-03
	 	Conroe
	 	TX
	 	4007 Sprayberry Lane
	 	 77318
	730

	 	R-730-01
	 	Louisville
	 	KY
	 	3485 Roger E. Schupp Street	 	 
	731

	 	R-731-02
	 	Evansville
	 	IN
	 	4828 Constellation Avenue
	 	 47711
	735

	 	R-735-02
	 	Huber Heights
	 	OH
	 	5773 Executive Boulevard
	 	 45424
	736

	 	R-736-02
	 	Indianapolis
	 	IN
	 	3805 S. Harding Street
	 	 46278
	738

	 	R-738-03
	 	Bismarck
	 	ND
	 	3131 East Broadway, Suite 1
	 	 58501
	740

	 	R-740-01
	 	Charlotte
	 	NC
	 	10840 Metromont Parkway
	 	 28269- 7507
	741

	 	R-741-01
	 	Raleigh
	 	NC
	 	4320 New Bern Avenue	 	 
	744

	 	R-744-01
	 	Chesapeake
	 	VA
	 	3501 Business Center Drive	 	 
	747

	 	R-747-01
	 	Rolla
	 	MO
	 	1326 S. Bishop Avenue
	 	 65401
	749

	 	R-749-01
	 	Pharr
	 	TX
	 	3925 N. Cage Boulevard
	 	 78577
	750

	 	R-750-02
	 	San Benito
	 	TX
	 	1720 W Expressway 83
	 	 78586
	751

	 	R-751-02
	 	Houston
	 	TX
	 	15210 FM 529 at Highway 6
	 	 77095
	752

	 	R-752-02
	 	Beaumont
	 	TX
	 	4225 College Street
	 	 77707
	754

	 	R-754-02
	 	Webster
	 	TX
	 	17700 Highway 3
	 	 77598
	755

	 	R-755-02
	 	Ft. Worth
	 	TX
	 	4900 E. Loop 820 South
	 	 76119
	757

	 	R-757-02
	 	Katy
	 	TX
	 	20202 Park Row
	 	 77449
	758

	 	R-758-03
	 	Eunice
	 	NM
	 	1804 Texas Avenue
	 	 88231
	759

	 	R-759-01
	 	Port Lavaca
	 	TX
	 	824 S. Hwy 35 Bypass
	 	 77979
	760

	 	R-760-01
	 	Rosenberg
	 	TX
	 	2735 FM 2218
	 	 77471
	770

	 	R-770-02
	 	Houston
	 	TX
	 	8200 East Freeway
	 	 77029
	800

	 	R-800-01
	 	LaPlace
	 	LA
	 	2500 W. Airline Highway
	 	 70068
	804

	 	R-804-02
	 	Freeport
	 	TX
	 	2011 Highway 288
	 	 77541
	804

	 	R-804-03
	 	Freeport
	 	TX
	 	2011 Highway 288
	 	 77541
	808

	 	R-808-02
	 	Nederland
	 	TX
	 	1635 Industrial Park Drive
	 	 77627
	815

	 	R-815-02
	 	Texas City
	 	TX
	 	4002 Texas Avenue
	 	 77590
	825

	 	R-825-03
	 	LaPorte
	 	TX
	 	8807 & 8787 Highway 225
	 	 77571
	830

	 	R-830-02
	 	Galveston
	 	TX
	 	6311 Harborside Drive
	 	 77554
	837

	 	R-837-01
	 	Lake Buena Vista
	 	FL
	 	(c/o BVCC) 3291 Wedway
	 	 32830
	891

	 	R-891-01
	 	Deer Park
	 	TX
	 	444 W. Pasadena Blvd., Suite B
	 	 77536
	973

	 	R-973-00
	 	Charlotte
	 	NC
	 	3417 E Trade Park Court
	 	 28217
	976

	 	R-976-01
	 	Plymouth
	 	MN
	 	3200 Harbor Lane
	 	 55447
	983

	 	R-983-04
	 	Houston
	 	TX
	 	16340 Park Ten Place, #300
	 	 77084
	62

	 	R-062-03
	 	Milledgeville
	 	GA
	 	51 Marshall Road
	 	 31061
	109

	 	R-109-02
	 	Palatka
	 	FL
	 	901 Highway 19 N.
	 	 32177
	162

	 	R-162-03
	 	Somerset
	 	KY
	 	530 Enterprise Dr.
	 	 42501
	186

	 	R-186-03
	 	Goldsboro
	 	NC
	 	2411 Hwy 70
	 	 27530
	200

	 	R-200-03
	 	Waynesboro
	 	GA
	 	6970 River Road
	 	 30830
	269

	 	R-269-02
	 	Hickory
	 	NC
	 	22 17th St. NW
	 	 28601
	272

	 	R-272-02
	 	Blair
	 	NE
	 	695 East Grant St.
	 	 68008






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 	 	 	 	 
	Number	 	Property ID	 	City	 	State	 	Address	 	Zip
	273

	 	R-273-03
	 	Yazoo City
	 	MS
	 	Township 12 North, Range 2 West
	 	 39194
	373

	 	R-373-01
	 	Cleveland
	 	OH
	 	4416 Pershing Ave.
	 	 44127
	385

	 	R-385-04
	 	Covington
	 	VA
	 	113 E. Fudge St.
	 	 24426
	428

	 	R-428-03
	 	Chippewa Falls
	 	WI
	 	3482 130th St.
	 	 54729
	471

	 	R-471-01
	 	Springdale
	 	PA
	 	911 Rail Road Street
	 	 15144
	515

	 	R-515-01
	 	Tumwater
	 	WA
	 	2840 Black Lake Blvd.
	 	 98512
	576

	 	R-576-03
	 	Roseburg
	 	OR
	 	2661 NE Stephens St.
	 	 97470
	577

	 	R-577-03
	 	Boise
	 	ID
	 	6438 Supply Way
	 	 83716
	671

	 	R-671-03
	 	Williston
	 	ND
	 	1301 Bison Dr.
	 	 58801
	679

	 	R-679-01
	 	Greeley
	 	CO
	 	450 East 16th St.
	 	 80631
	766

	 	R-766-01
	 	Boulder
	 	WY
	 	Lot 58 — Sand Draw Ind.	 	 
	772

	 	R-772-01
	 	Truth Or Consequence
	 	NM
	 	234 Aleman Rd
	 	 87901
	773

	 	R-773-01
	 	Artesia
	 	NM
	 	7217 Roswell Highway
	 	 88210
	774

	 	R-774-01
	 	Modesto
	 	CA
	 	1650 Culpepper
	 	 95351
	778

	 	R-778-01
	 	Lancaster
	 	CA
	 	42144 6th. St. E
	 	 93534
	791

	 	R-791-01
	 	West Sacramento
	 	CA
	 	2345 Evergreen Ave.
	 	 95691
	796

	 	R-796-01
	 	Woodward
	 	OK
	 	3901 1st Street
	 	 73801
	797

	 	R-797-01
	 	Calera
	 	OK
	 	710 Service Road
	 	 74730
	798

	 	R-798-01
	 	Enid
	 	OK
	 	4914 West Owen K. Garriott Rd.
	 	 73703
	799

	 	R-799-01
	 	McAlester
	 	OK
	 	1124 George Nigh Expressway
	 	 74501
	827

	 	R-827-01
	 	El Centro
	 	CA
	 	1201 S. Hope St.
	 	 92243
	868

	 	R-868-01
	 	Castroville
	 	CA
	 	1455 Wood St., Unit 1
	 	 95012
	871

	 	R-871-01
	 	Edwardsville
	 	KS
	 	9254 Woodend, Suite 9154C
	 	 66111
	875

	 	R-875-01
	 	Esterhazy
	 	SK
	 	306 Sumner St.
	 	 S0A OXO
	878

	 	R-878-01
	 	N. Battleford
	 	SK
	 	10030 Marquis Ave.
	 	 S9A 2Y6
	879

	 	R-879-01
	 	North Las Vegas
	 	NV
	 	3109 Losee Road
	 	 89030







 












 





SCHEDULE 5.9

to Credit Agreement




Schedule 5.9: Intellectual Property Claims



None.








 









 








SCHEDULE 5.16

to Credit Agreement




Schedule 5.16: Subsidiaries




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Subsidiary’s	 	 	 	# of	 	Total	 	 	 	 
	 	 	Jurisdiction	 	Direct Equity	 	Shares	 	Shares	 	Ownership	 	Pledged
	Subsidiary	 	of Formation	 	Holder	 	Owned	 	Outstanding	 	Interest	 	(Y/N)
	RSC Holdings III, LLC

	 	Delaware

	 	RSC Holdings II, LLC
	 	 	N/A
	 	 	 	N/A
	 	 	 	100
	%
	 	Y

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RSC Equipment
Rental, Inc.
(formerly known as
Rental Service
Corporation)

	 	
Arizona
	 	
RSC Holdings III, LLC
	 	 	
1000	 	 	 	
1000	 	 	 	
100	
%	 	
Y
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RSC Equipment
Rental of Canada
Ltd. (formerly
known as Rental
Service
Corporation of
Canada Ltd.)

	 	Alberta, Canada
	 	RSC Equipment Rental, Inc.
	 	 	1100	 	 	 	1100	 	 	 	100	%	 	Y






 









 






SCHEDULE 5.18

to Credit Agreement




Schedule 5.18: Environmental Matters



None.






 









 








SCHEDULE 5.21

to Credit Agreement




Schedule 5.21: Insurance




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	Deductible
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,000,000	 
	General Liability

	 	Liberty
	 	11/27/2006
	 	5/1/2008
	 	TB2-631-508763-036
	 	 	 	 	 	 	 	 
	Occurrence

	 	Mutual
	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	General Aggregate

	 	U.S.
	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Agg.

	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	Personal & Advertising

	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	Inj.

	 	Canada
	 	11/27/2006
	 	5/1/2008
	 	KE1-508764-016
	 	$	3,000,000	 	 	 	1,000,000	 
	Fire Damage

	 	 	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	General Aggregate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Products/Comp Ops
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Automobile Liability

	 	Liberty
	 	11/27/2006
	 	5/1/2008
	 	AS2-631-508763-046
	 	 	 	 	 	 	1,500,000	 
	Combined Single Limit

	 	Mutual
	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	Personal Injury

	 	U.S.
	 	 	 	 	 	 	 	 	 	Statutory
	 	 	 	 	 
	Protection

	 	 	 	 	 	 	 	 	 	 	 	Min.
	 	 	 	 	 
	Medical Payments

	 	 	 	 	 	 	 	 	 	 	 	$	5,000	 	 	 	 	 
	Uninsured/Underinsured

	 	 	 	 	 	 	 	 	 	 	 	Statutory
	 	 	 	 	 
	Physical Damage

	 	 	 	 	 	 	 	 	 	 	 	Min.
	 	 	 	 	 
	Combined Single Limit

	 	 	 	 	 	 	 	 	 	 	 	Not Covered
	 	 	 	 
	 

	 	Canada
	 	11/27/2006
	 	5/1/2008
	 	AC1-831-508764-026
	 	$	3,000,000	 	 	 	1,500,000	 
	 

	 	 	 	 	 	 	 	AH1-631-508764-36
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	AQ1-631-508764-046
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Workers Compensation

	 	Liberty
	 	11/27/2006
	 	5/1/2008
	 	WC7-631-508763-26
	 	 	 	 	 	 	500,000	 
	Occurrence

	 	Mutual
	 	 	 	 	 	WA7-63D-508763-016
	 	Statutory
	 	 	 	 	 
	Employers Liability
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Each Accident

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Disease (Policy Limit)

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Disease (Each

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Employee)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Automobile

	 	AXIS
	 	11/27/2006
	 	11/27/2007
	 	ENU729733/01/2006
	 	$	1,000,000	 	 	Excess of

	Liability Occurrence

	 	Surplus
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Primary Auto

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Umbrella Liability

	 	AIG
	 	11/27/2005
	 	11/27/2007
	 	 	4485802	 	 	 	 	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	Primary GL,

	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	WC and

	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	Excess

	Agg.

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Auto

	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SIR 25,000

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Swiss Re
	 	11/27/2006
	 	11/27/2007
	 	H2X0000110-00	 	 	 	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	$	50,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	 	550,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	Deductible
	Excess Liability

	 	Travelers
	 	11/27/2006
	 	11/27/2007
	 	 	Q109002439	 	 	$	25,000,000	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	 	p/o	 	 	$	100,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	p/o	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Great
	 	11/27/2006
	 	11/27/2007
	 	EXC9252772
	 	$	25,000,000	 	 	Excess of

	Occurrence

	 	American
	 	 	 	 	 	 	 	 	 	 	p/o	 	 	$	100,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	p/o	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Crime 

Limit

	 	AIG
	 	11/27/2006
	 	11/27/2007
	 	 	965-63-42	 	 	$	5,000,000	 	 	 	100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Employment Practices 

Liability Limit

	 	AIG
	 	11/27/2006
	 	11/27/2007
	 	 	965-63-70	 	 	$	10,000,000	 	 	$	500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiduciary Liability 

Limit

	 	AIG
	 	11/27/2006
	 	11/27/2007
	 	 	965-63-79	 	 	$	5,000,000	 	 	 	25,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors & Officers 

Liability 

Limit

	 	AIG
	 	11/27/2006
	 	11/27/2007
	 	 	965-63-59	 	 	$	20,000,000	 	 	 	500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Directors &

	 	Arch
	 	11/27/2006
	 	11/27/2007
	 	PCD0018946-00
	 	 	 	 	 	Excess of

	Officers Liability 

Limit

	 	 	 	 	 	 	 	 	 	 	 	$	10,000,000	 	 	$	20,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Directors &

	 	Liberty
	 	11/27/2006
	 	11/27/2007
	 	DO4N509444001
	 	 	 	 	 	Excess of

	Officers Liability 

Limit

	 	Mutual
	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors & Officers 

Liability (PUBLIC) 

Limit

	 	AIG
	 	11/27/2006
	 	11/27/2008
	 	 	742-18-58	 	 	$	10,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors & Officers

	 	Arch
	 	11/27/2006
	 	11/27/2008
	 	DOX-00211683-00
	 	 	 	 	 	Excess of

	Liability (PUBLIC) 

Limit

	 	 	 	 	 	 	 	 	 	 	 	$	10,000,000	 	 	$	10,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors & Officers

	 	Liberty
	 	11/27/2006
	 	11/27/2008
	 	DO4N509444003
	 	 	 	 	 	Excess of

	Liability (PUBLIC)

	 	 	 	 	 	 	 	 	 	 	 	$	10,000,000	 	 	$	30,000,000	 
	Limit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Side A D&O 

Liability(PUBLIC) 

Limit

	 	XL
	 	11/27/2006
	 	11/27/2008
	 	ELU097980-07
	 	$	10,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors & Officers

	 	Travelers
	 	11/27/2006
	 	11/27/2008
	 	EC09001247
	 	 	 	 	 	Excess of

	Liability (PUBLIC)

	 	 	 	 	 	 	 	 	 	 	 	$	10,000,000	 	 	$	20,000,000	 
	Limit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pollution 

Occurrence

	 	Chubb
	 	11/27/2006
	 	 	 	 	 	 	 	$	5,000,000	 	 	 	250,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Crime 

Limit

	 	AIG
	 	11/27/2007
	 	11/27/2008
	 	 	9656342	 	 	$	5,000,000	 	 	 	100,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	Deductible
	Employment Practices 

Liability 

Limit

	 	AIG
	 	11/27/2007
	 	11/27/2008
	 	302-95-49
	 	$	10,000,000	 	 	$	500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiduciary Liability 

Limit

	 	AIG
	 	11/27/2007
	 	11/27/2008
	 	300-47-94
	 	$	5,000,000	 	 	 	25,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General Liability 

Occurrence

	 	Liberty

Mutual
	 	05/01/2008
	 	5/1/2009
	 	TB2-631-508763-038
	 	$	3,000,000	 	 	 	1,000,000	 
	General Aggregate

	 	U.S.
	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Agg.

	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	Personal & Advertising

	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	Inj.

	 	Canada
	 	05/01/2008
	 	5/1/2009
	 	KE1-631-508764-18
	 	$	3,000,000	 	 	 	1,000,000	 
	Fire Damage

	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Occurrence

	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	General Aggregate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Products/Comp Ops
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Automobile Liability 

Combined Single Limit

	 	Liberty

Mutual
	 	05/01/2008
	 	5/1/2009
	 	AS2-631-508763-048
	 	$	3,000,000	 	 	 	1,500,000	 
	Personal Injury

	 	U.S.
	 	 	 	 	 	 	 	Statutory
	 	 	 	 	 
	Protection

	 	 	 	 	 	 	 	 	 	Min.
	 	 	 	 	 
	Medical Payments

	 	 	 	 	 	 	 	 	 	$	5,000	 	 	 	 	 
	Uninsured/Underinsured

	 	 	 	 	 	 	 	 	 	Statutory
	 	 	 	 	 
	Physical Damage

	 	 	 	 	 	 	 	 	 	Min.
	 	 	 	 	 
	Combined Single Limit

	 	 	 	 	 	 	 	 	 	Not Covered
	 	 	 	 	 
	 

	 	 	 	 	 	 	 	AC1-631-508764-028	 	 	 	 	 	 	 	 
	 

	 	Canada 	 	05/01/2008 	 	5/1/2009 	 	AH1-631-508764-038	 	$	3,000,000	 	 	 	1,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Workers Compensation 

Occurrence

	 	Liberty

Mutual
	 	05/01/2008
	 	5/1/2009
	 	WA7-63D-508763-078
	 	Statutory
	 	 	 	500,000	 
	Employers Liability

	 	 	 	 	 	 	 	WC7-631-508763-068	 	 	 	 	 	 	 	 
	Each Accident

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Disease (Policy Limit)

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Disease (Each

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Employee)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Automobile

	 	AXIS
	 	11/27/2007
	 	5/1/2009
	 	ENU729733/01/2007
	 	$	1,000,000	 	 	Excess of

	Liability

	 	Surplus
	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 
	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	 	 	Primary Auto

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Umbrella Liability

	 	AIG
	 	11/27/2007
	 	5/1/2009
	 	BE9835354
	 	$	50,000,000	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	Primary GL,

	General Aggregate

	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	WC and

	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	 	 	Excess Auto

	Agg.

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	25,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Swiss Re
	 	11/27/2007
	 	5/1/2009
	 	H2X0000110-01
	 	$	50,000,000	 	 	Excess of

	Occurrence

	 	North
	 	 	 	 	 	 	 	$	50,000,000	 	 	$	50,000,000	 
	General Aggregate

	 	American
	 	 	 	 	 	 	 	$	50,000,000	 	 	 	 	 
	Products/Comp Ops

	 	Specialty
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	Deductible
	Excess Liability

	 	Travelers
	 	11/27/2007
	 	5/1/2009
	 	Q109002865	 	 	 	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	100,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	 	p/o	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	p/o	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	 	 	 
	 
	Excess Liability

	 	Great
	 	11/27/2007
	 	5/1/2009
	 	EXC9254117
	 	 	 	 	 	Excess of

	Occurrence

	 	American
	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	100,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	 	p/o	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	p/o	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	$	50,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Crime
Limit

	 	AIG
	 	11/27/2008
	 	11/27/2009
	 	94-555-91-47	 	$	5,000,000	 	 	 	100,000	 
	Employment Practices 

Liability Limit

	 	AIG

National
	 	11/27/2008
	 	11/27/2009
	 	94-555-92-09	 	$	10,000,000	 	 	$	500,000	 
	Fiduciary Liability Limit

	 	Union

AIG
	 	11/27/2008
	 	11/27/2009
	 	94-555-91-28	 	$	5,000,000	 	 	 	25,000	 
	Directors & Officers
Liability

	 	AIG
	 	11/27/2008
	 	5/23/2009
	 	5128752	 	$	10,000,000	 	 	 	500,000	 
	Limit
Excess Directors &

	 	AXIS
	 	11/27/2008
	 	5/23/2009
	 	MNN739727/01/2008
	 	$	10,000,000	 	 	Excess of

	Officers Liability

	 	Surplus
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000,000	 
	Limit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Directors &


	 	St. Paul

	 	11/27/2008
	 	5/23/2009
	 	EX09001247
EC09001753
	 	$	10,000,000	 	 	Excess of

	Officers
Liability
Limit

	 	Travelers	 	 	 	 	 	 	 	 	 	 	 	 	 	$	20,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Directors &

	 	Liberty
	 	11/27/2008
	 	5/23/2009
	 	DO4N50944403
	 	$	10,000,000	 	 	 	 	 
	Officers Liability

	 	Mutual
	 	 	 	 	 	 	 	 	 	 	 	 	 	Excess of

	Limit

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	D&O Side A DIC 

Limit

	 	XL
	 	11/27/2008
	 	5/23/2009
	 	ELU10484308
	 	$	10,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General Liability

	 	Liberty
	 	05/01/2009
	 	5/1/2010
	 	TB2-631-508763-039
	 	 	 	 	 	 	1,000,000	 
	Occurrence

	 	Mutual
	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	General Aggregate

	 	U.S.
	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Agg.

	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	Personal & Advertising

	 	 	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	Inj.

	 	Canada
	 	05/01/2009
	 	5/1/2010
	 	KE1-631-508764-019
	 	$	3,000,000	 	 	 	1,000,000	 
	Damage to Rented

	 	 	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Premises

	 	 	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Occurrence
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General Aggregate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Products/Comp Ops
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	Deductible
	Automobile Liability

	 	Liberty
	 	05/01/2009
	 	5/1/2010
	 	AS2-631-508763-049
	 	 	 	 	 	 	1,500,000	 
	Combined Single Limit

	 	Mutual
	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	Personal Injury

	 	U.S.
	 	 	 	 	 	 	 	 	 	Statutory
	 	 	 	 	 
	Protection

	 	 	 	 	 	 	 	 	 	 	 	Min.
	 	 	 	 	 
	Medical Payments

	 	 	 	 	 	 	 	 	 	 	 	$	5,000	 	 	 	 	 
	Uninsured/Underinsured

	 	 	 	 	 	 	 	 	 	 	 	Statutory
	 	 	 	 	 
	Physical Damage

	 	 	 	 	 	 	 	 	 	 	 	Min.
	 	 	 	 	 
	Combined Single Limit

	 	 	 	 	 	 	 	 	 	 	 	Not Covered
	 	 	 	 	 
	Deductible-Per

	 	Canada
	 	05/01/2009
	 	5/1/2010
	 	AH1-631-508764-039
	 	$	3,000,000	 	 	 	1,500,000	 
	Accident

	 	 	 	 	 	 	 	 	 	 	 	$	1,500,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Workers Compensation

	 	Liberty
	 	05/01/2009
	 	5/1/2010
	 	WA7-63D-508763-079
	 	 	 	 	 	 	500,000	 
	Occurrence

	 	Mutual
	 	 	 	 	 	 	 	 	 	Statutory
	 	 	 	 	 
	Employers Liability

	 	 	 	 	 	 	 	WC7-631-508763-069
	 	 	 	 	 	 	 	 
	Each Accident

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Disease (Policy Limit)

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Disease (Each

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Employee)

	 	 	 	 	 	 	 	 	 	 	 	$	500,000	 	 	 	 	 
	Deductible
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Automobile

	 	Lexington
	 	05/01/2009
	 	5/1/2010
	 	 	21404504	 	 	 	 	 	 	Excess of

	Liability

	 	Ins Co
	 	 	 	 	 	 	 	 	 	$	2,000,000	 	 	$	3,000,000	 
	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Primary Auto

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	AIG
	 	05/01/2009
	 	5/1/2010
	 	3323713 USA
	 	 	 	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	3323714 CN
	 	$	25,000,000	 	 	Primary GL,

	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	WC and

	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	Excess Auto

	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Chubb
	 	05/01/2009
	 	5/1/2010
	 	 	79871802	 	 	 	 	 	 	Excess of

	Occurrence

	 	Federal
	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	25,000,000	 
	General Aggregate

	 	Ins. Co.
	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	AWAC
	 	05/01/2009
	 	5/1/2010
	 	 	C011907/001	 	 	 	 	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	50,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Swiss Re
	 	05/01/2009
	 	5/1/2010
	 	 	H2X0000110-02	 	 	 	 	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	75,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Great
	 	05/01/2009
	 	5/1/2010
	 	EXC 8634048
	 	 	 	 	 	Excess of

	Occurrence

	 	American
	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	100,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Fireman’s
	 	05/01/2009
	 	5/1/2010
	 	SHX 00070676418
	 	 	 	 	 	Excess of

	Occurrence

	 	Fund
	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	125,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Crime 

Limit

	 	AIG
	 	11/27/2008
	 	11/27/2009
	 	 	01-381-12-00	 	 	$	5,000,000	 	 	 	100,000	 






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	Deductible
	Employment Practices 

Liability 

Limit

	 	AIG
	 	11/27/2008
	 	11/27/2009
	 	01-381-16-543
	 	$	10,000,000	 	 	$	500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiduciary Liability 

Limit

	 	AIG
	 	11/27/2008
	 	11/27/2009
	 	01-381-15-47
	 	$	5,000,000	 	 	 	25,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors & Officers 

Liability 

Limit

	 	AIG
	 	5/23/2009
	 	5/23/2010
	 	01-879-55-91
	 	$	10,000,000	 	 	 	500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Directors &

Officers Liability Limit

	 	AXIS

Surplus
	 	5/23/2009
	 	5/23/2010
	 	MLN739724/01/2009
	 	$	10,000,000	 	 	Excess of
$10,000,000

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Directors &

Officers Liability Limit

	 	St. Paul
Travelers
	 	5/23/2009
	 	5/23/2010
	 	EC09001753
	 	$	10,000,000	 	 	Excess of
$20,000,000

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Directors &

Officers Liability Limit

	 	ACE
	 	5/23/2009
	 	5/23/2010
	 	DOX G23661822 001
	 	$	10,000,000	 	 	Excess of
$30,000,000

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	D&O Side A DIC 

Limit

	 	Hudson
	 	5/23/2010
	 	5/23/2010
	 	HN-0303-2434
	 	$	10,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General Liability

	 	Liberty
	 	05/01/2010
	 	5/1/2011
	 	TB2-631-508763-030
	 	 	 	 	 	 	1,000,000	 
	Occurrence

	 	Mutual
	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	General Aggregate

	 	U.S.
	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Agg.

	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	Personal & Advertising

	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	Inj.

	 	Canada
	 	05/01/2010
	 	5/1/2011
	 	KE1-631-508764-010
	 	$	3,000,000	 	 	 	1,000,000	 
	Damage to Rented

	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Premises

	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 
	Occurrence
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General Aggregate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Products/Comp Ops
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Automobile Liability 

Combined Single Limit

	 	Liberty

Mutual
	 	05/01/2010
	 	5/1/2011
	 	AS2-631-508763-040
	 	$	3,000,000 Statutory	 	 	 	1,500,000	 
	Personal Injury

	 	U.S.
	 	 	 	 	 	 	 	Min.
	 	 	 	 	 
	Protection

	 	 	 	 	 	 	 	 	 	$	5,000	 	 	 	 	 
	Medical Payments

	 	 	 	 	 	 	 	 	 	 	Statutory	 	 	 	 	 
	Uninsured/Underinsured

	 	 	 	 	 	 	 	 	 	Min.
	 	 	 	 	 
	Physical Damage

	 	 	 	 	 	 	 	 	 	Not Covered
	 	 	 	 	 
	Combined Single Limit

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 

	 	Canada
	 	 	 	5/1/2011
	 	AH1-631-508764-030	 	$	3,000,000	 	 	 	1,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Workers Compensation

	 	Liberty
	 	05/01/2010
	 	5/1/2011
	 	WA7-63D-508763-070	 	 	Statutory 	 	 	 	 	 
	Occurrence

	 	Mutual
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Employers Liability

	 	 	 	 	 	 	 	WC7-631-508763-060	 	$	1,000,000	 	 	 	 	 
	Each Accident

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Disease (Policy Limit)

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Disease (Each

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Employee)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	500,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	Deductible
	Excess Automobile

	 	Lexington
	 	05/01/2010
	 	5/1/2011
	 	 	23815573	 	 	 	 	 	 	Excess of

	Liability Occurrence

	 	Ins Co
	 	 	 	 	 	 	 	 	 	$	2,000,000	 	 	$	3,000,000	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Primary Auto

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Chartis
	 	05/01/2010
	 	5/1/2011
	 	15972276 USA
	 	 	 	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	15972277 CN
	 	$	25,000,000	 	 	Primary GL,

	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	WC and

	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	Excess Auto

	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	ACE
	 	05/01/2010
	 	5/1/2011
	 	 	G24908483	 	 	 	 	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	25,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Chubb
	 	05/01/2010
	 	5/1/2011
	 	 	79871802	 	 	 	 	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	50,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Swiss Re
	 	05/01/2010
	 	5/1/2011
	 	 	H2X0000110-03	 	 	 	 	 	 	Excess of

	Occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	75,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Products/Comp Ops

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Agg.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Great
	 	05/01/2010
	 	5/1/2011
	 	EXC8783248
	 	 	 	 	 	Excess of

	Occurrence

	 	American
	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	100,000,000	 
	General Aggregate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Liability

	 	Fireman’s
	 	05/01/2010
	 	5/1/2011
	 	SHX00074363046
	 	 	 	 	 	Excess of

	Occurrence

	 	Fund
	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	$	125,000,000	 
	General Aggregate

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Crime 

Limit

	 	Chartis
	 	11/27/2010
	 	11/27/2011
	 	 	01-309-85-57	 	 	$	5,000,000	 	 	 	100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Employment Practices 

Liability Limit

	 	Chartis
	 	11/27/2010
	 	11/27/2011
	 	 	01-381-16-53	 	 	$	10,000,000	 	 	$	500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiduciary Liability 

Limit

	 	Chartis
	 	11/27/2010
	 	11/27/2011
	 	 	01-381-15-47	 	 	$	5,000,000	 	 	 	25,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors & Officers 

Liability Limit

	 	Chartis
	 	5/23/2010
	 	5/23/2011
	 	 	01-877-30-55	 	 	$	10,000,000	 	 	$	500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Directors &

Officers Liability Limit

	 	AXIS

Surplus
	 	5/23/2010
	 	5/23/2011
	 	MLN739724/01/2010
	 	$	10,000,000	 	 	Excess of
$ 10,000,000

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Directors &

Officers Liability Limit

	 	St. Paul
Travelers
	 	5/23/2010
	 	5/23/2011
	 	EC06100403
	 	$	10,000,000	 	 	Excess of
$ 20,000,000

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Directors &

Officers Liability Limit

	 	ACE
	 	5/23/2010
	 	5/23/2011
	 	DOXG23661822 002
	 	$	10,000,000	 	 	Excess of
$ 30,000,000

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	D&O Side A DIC 

Limit

	 	Hudson
	 	5/23/2010
	 	5/23/2011
	 	HNO3032434052310
	 	$	10,000,000	 	 	 	 	 







 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	 	Limits	 	 	Deductible
	Property
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property (includes 

Fleet)

	 	Lexington
Ins. Co. (AIG)
	 	11/27/2006
	 	11/27/2007
	 	8755586	 	 	 	 	 	 	 
	Blanket Limit Per 

Occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 
	Earthquake (All
States/Prov.) Per
occurrence & Annual
Aggregate

	 	 	 	 	 	 	 	 	 	 	 	 	Policy Limit
	 	 	 
	Flood Per occurrence &

Annual Aggregate

	 	 	 	 	 	 	 	 	 	 	 	 	Policy Limit
	 	 	 
	Windstorm Per 

occurrence & Annual 

Aggregate

	 	 	 	 	 	 	 	 	 	 	 	 	Policy Limit
	 	 	 
	Extra Expense(1) 

except:

	 	 	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 
	Extra Expense

	 	 	 	 	 	 	 	 	 	 	 	$	1,500,000	 	 	 
	Newly Acquired

	 	 	 	 	 	 	 	 	 	 	 	$	2,000,000	 	 	 
	Locations (180 Days) 

Unscheduled

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 
	Location(9) 

Debris Removal

	 	 	 	 	 	 	 	 	 	 	 	 	$500,000,000
or 25% of
loss,
whichever is
less
	 	 	 
	EDP Equipment &

Media

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 
	Valuable Papers &

Records

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 
	Accounts Receivable

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 
	Off Premises Power 

Interruption

	 	 	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 
	Licensed Vehicles on 

Premises per occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 
	Transit per occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 
	Boiler & Machinery 

Sublimits
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Expediting Expense

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 
	Hazardous Substance

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 
	Perishable

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 
	Goods/Spoilage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Data Restoration

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 
	Newly Acquired 

Locations (180 Days)

	 	 	 	 	 	 	 	 	 	 	 	$	2,000,000	 	 	 
	Service Interruption

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	 	Deductible	 
	Deductibles per:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Policy All Perils 

Except:

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Fleet (Rental 

Equipment)

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	500,000	 
	Flood SHEZ (2)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV @ each location, $500K Min.
	 
	Flood as the result of
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Names Storm-All 

Locations

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV @ each location, $100K Min.
	 
	Flood




Earthquake- States of
CA & AK

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV @ each location, $25K Min. and $100K Max.
5% of TIV @ each location, $500K Min.
	 
	Earthquake- see 

appendix (3)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV @ each location, $250K Min.
	 
	Wind-see appendix (4) 

Wind-All Other 

Service Interruption

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV, $250K Min. $100,000 24 Hour Waiting Period
	 
	Property(includes Fleet)

	 	Fireman’s
Fund
	 	11/27/2007
	 	11/27/2008
	 	USA Policy No.
MXI97125485	 	 	 	 	 	 	 	 
	Blanket Limit Per 

Occurrence

	 	 	 	 	 	 	 	CANADA Policy No.
FU210542
	 	$	25,000,000	 	 	 	 	 
	Earthquake (All
States/Prov.) Per
occurrence & Annual
Aggregate

	 	 	 	 	 	 	 	 	 	 	Policy Limit
	 	 	 	 	 
	Flood Per occurrence &

Annual Aggregate

	 	 	 	 	 	 	 	 	 	 	Policy Limit
	 	 	 	 	 
	Windstorm Per 

occurrence & Annual 

Aggregate

	 	 	 	 	 	 	 	 	 	 	Policy Limit
	 	 	 	 	 
	Extra Expense:

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Newly Acquired 

Locations (180 Days)

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	 	Limits	 	 	Deductible
	Demolition and
increased cost of
Construction

	 	 	 	 	 	 	 	 	 	 	 	$	10,000,000	 	 	 
	Debris Removal

	 	 	 	 	 	 	 	 	 	 	 	 	$5,000,000
or 25% of the
combined
amount of
Property
Damage and
Time
Element
Loss,
whichever is
less
	 	 	 
	EDP Equipment &

Media

	 	 	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 
	Valuable Papers &

Records

	 	 	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 
	Accounts Receivable

	 	 	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 
	Off Premises Power 

Interruption

	 	 	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 
	Licensed Vehicles on 

Premises per occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 
	Transit per occurrence

	 	 	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 
	Civil Authority and
Ingress/Egress

	 	 	 	 	 	 	 	 	 	 	 	 	Thirty (30)
Days per
occurrence
	 	 	 
	Off Premises Property
of Others in Insured’s
Care Custody or
Control

	 	 	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 
	Personal Property of the
insured’s officers and
employees while on the
premises of the insured

	 	 	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 
	Employee Tools and
Equipment and RSC
Equipment on Service
Trucks

	 	 	 	 	 	 	 	 	 	 	 	$	100,000	 	 	 
	Fungus and Mold

	 	 	 	 	 	 	 	 	 	 	 	$	25,000	 	 	 
	EDP Equipment at IBM 

Services Center 

Rochester NY

	 	 	 	 	 	 	 	 	 	 	 	$	1,800,000	 	 	 
	Boiler & Machinery 

Sublimits
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Limit Per Accident 

except

	 	 	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 
	Expediting Expense

	 	 	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	 	Deductible	 
	Hazardous Substance

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Perishable 

Goods/Spoilage

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Data Restoration

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Newly Acquired 

Locations (180 Days)

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Off Premises Service 

Interruption

	 	 	 	 	 	 	 	 	 	 	Included Per
accident
	 	 	 	 	 
	Service Interruption

	 	 	 	 	 	 	 	 	 	$	100,000	 	 	 	 	 
	Brands and Labels

	 	 	 	 	 	 	 	 	 	$	25,000	 	 	 	 	 
	Data or Media

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Error or Omission

	 	 	 	 	 	 	 	 	 	$	100,000	 	 	 	 	 
	Ordinance of Law

	 	 	 	 	 	 	 	 	 	$	100,000	 	 	 	 	 
	Ammonia

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Contamination

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Water Damage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deductibles per:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Policy All Perils except.

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Fleet (Rental 

Equipment)

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	500,000	 
	Rental Equip at RSC 

Locations

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Property In Transit

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Re-Rent of Equip of
Others

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Off Premises Property
of Others in Insured’s
Care Custody or
Control

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Employee Tools and

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	2,500	 
	Equipment and RSC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Equipment on Service
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trucks
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flood see appendix (1)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2% of TIV @ each

 location, $100K Min.
	 
	Flood as the result of
Named Storm-All
Locations

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2% of TIV @ each location, $100K Min.
	 
	Flood

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10000	 
	Earthquake

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10000	 
	Earthquake-see 

appendix (2)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV @ each location, $100K Min.
	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	 	Deductible	 
	Wind-see appendix (3)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2% of TIV, $100K Min.
	 
	Wind-All Other

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	100,000	 
	Service Interruption

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	24 Hour Waiting Period
	 
	CARGO

	 	Firemen’s
Fund
	 	4/1/2007
	 	4/1/2008
	 	MXI97125485
	 	 	 	 	 	$	5,000	 
	Property (Includes Fleet)

	 	Lexington
	 	11/27/2008
	 	11/27/2009
	 	USA Policy No.
8757618	 	 	 	 	 	 	 	 
	Blanket Limit Per 

Occurrence

	 	 	 	 	 	 	 	CANADA Policy No.
19652252
	 	$	25,000,000	 	 	 	 	 
	Earthquake (All
States/Prov.) Per
occurrence & Annual
Aggregate

	 	 	 	 	 	 	 	 	 	 	Policy Limit
	 	 	 	 	 
	Flood Per occurrence &

Annual Aggregate

	 	 	 	 	 	 	 	 	 	 	Policy Limit
	 	 	 	 	 
	Windstorm Per 

occurrence & Annual 

Aggregate

	 	 	 	 	 	 	 	 	 	 	Policy Limit
	 	 	 	 	 
	Extra Expense:

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Newly Acquired 

Locations (180 Days)

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Demolition and
Increased cost of
Construction

	 	 	 	 	 	 	 	 	 	$	10,000,000	 	 	 	 	 
	Debris Removal

	 	 	 	 	 	 	 	 	 	 	$5,000,000
or 25% of the
combined
amount of
Property
Damage and
Time
Element
Loss,
whichever is
less
	 	 	 	 	 
	EDP Equipment &

Media

	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 	 	 
	Valuable Papers &

Records

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Accounts Receivable

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Off Premises Power 

Interruption

	 	 	 	 	 	 	 	 	 	 	$5,000,000
excluding
T&D lines
	 	 	 	 	 
	Licensed Vehicles on 

Premises per occurrence

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Transit per occurrence

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 







 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	 	Deductible	 
	Civil Authority and
Ingress/Egress

	 	 	 	 	 	 	 	 	 	 	Thirty (30) Days per occurrence
	 	 	 	 	 
	Off Premises Property of
Others in Insured’s Care
Custody or Control

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Personal Property of the
insured’s officers and
employees while on the
premises of the insured

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Employee Tools and Equipment
and RSC Equipment on Service
Trucks

	 	 	 	 	 	 	 	 	 	$	100,000	 	 	 	 	 
	Fungus and Mold
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EDP Equipment at IBM 

Services Center Rochester NY

	 	 	 	 	 	 	 	 	 	$	1,800,000	 	 	 	 	 
	Boiler & Machinery Sublimits
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Limit Per Accident except

	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Expediting Expense

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Hazardous Substance

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Perishable Goods/Spoilage

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Data Restoration

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Newly Acquired Locations

(180 Days)

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Off Premises Service 

Interruption

	 	 	 	 	 	 	 	 	 	 	Included Per Accident
	 	 	 	 	 
	Service Interruption

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Brands and Labels

	 	 	 	 	 	 	 	 	 	$	25,000	 	 	 	 	 
	Data or Media

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Error or Omission

	 	 	 	 	 	 	 	 	 	$	100,000	 	 	 	 	 
	Ordinance of Law

	 	 	 	 	 	 	 	 	 	$	100,000	 	 	 	 	 
	Ammonia

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Contamination
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Water Damage

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Deductibles per:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Policy All Perils except.

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Fleet (Rental Equipment)

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	500,000	 
	Rental Equip at RSC Locations

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Property In Transit

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	50,000	 
	Re-Rent of Equip of Others

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	 	Deductible	 
	Off Premises Property of
Others in Insured’s Care
Custody or Control

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Employee Tools and
Equipment and RSC Equipment
on Service Trucks

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	2,500	 
	Flood see appendix (1)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$25,000 except
appendix (1)
	 
	Flood as the result of
Named Storm-All Locations

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV @ each
location, $100K
Min.
	 
	Flood

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	25,000	 
	Earthquake

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	25,000	 
	Earthquake-see appendix (2)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV @ each
location or 3% of
TIV, $100K Min.
	 
	Wind-see appendix (3)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV, $100K
Min.
	 
	Wind-All Other

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	25,000	 
	Service Interruption

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	24 Hour Waiting
Period
	 
	Property (Includes Fleet)

	 	Lexington
	 	11/27/2009
	 	11/27/2010
	 	USA Policy No.
019946346	 	 	 	 	 	 	 	 
	Blanket Limit Per Occurrence

	 	 	 	 	 	 	 	CANADA Policy No.
19652252
	 	$	25,000,000	 	 	 	 	 
	Earthquake (All
States/Prov.) Per
occurrence & Annual
Aggregate

	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Flood Per occurrence &

Annual Aggregate

	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Windstorm Per occurrence &

Annual Aggregate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Extra Expense:

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Newly Acquired Locations

(180 Days)

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Demolition and Increased
cost of Construction

	 	 	 	 	 	 	 	 	 	$	10,000,000	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	 	Deductible	 
	Debris Removal

	 	 	 	 	 	 	 	 	 	$ 	5,000,000 or 25% of the
combined amount of
Property Damage and Time
Element Loss, whichever
is less
	 	 	 	 	 
	EDP Equipment & Media
all insured locations.

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	EDP Equipment & Media @

IBM Service Center, 

Rochester, NY

	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 	 	 
	Valuable Papers & Records

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Accounts Receivable

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Off Premises Power 

Interruption

	 	 	 	 	 	 	 	 	 	$ 	5,000,000 excluding T&D
lines
	 	 	 	 	 
	Licensed Vehicles on 

Premises per occurrence

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Transit per occurrence

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Civil Authority and
Ingress/Egress

	 	 	 	 	 	 	 	 	 	 	Thirty (30) Days per
occurrence
	 	 	 	 	 
	Off Premises Property of
Others in Insured’s Care
Custody or Control

	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 	 	 
	Personal Property of the
insured’s officers and
employees while on the
premises of the insured

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Employee Tools and
Equipment and RSC
Equipment on Service
Trucks

	 	 	 	 	 	 	 	 	 	$	100,000	 	 	 	 	 
	Fungus and Mold

	 	 	 	 	 	 	 	 	 	$	100,000	 	 	 	 	 
	Boiler & Machinery 

Sublimits
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Limit Per Accident except

	 	 	 	 	 	 	 	 	 	$	25,000,000	 	 	 	 	 
	Expediting Expense

	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 	 	 
	Hazardous Substance

	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Effective	 	Expiration	 	 	 	 	 	 	 	 
	Insurance Type	 	Insurer	 	Date	 	Date	 	Policy #	 	Limits	 	 	Deductible	 
	Perishable Goods/Spoilage

	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 	 	 
	Data Restoration

	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 	 	 
	Newly Acquired Locations

(180 Days)

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Off Premises Service 

Interruption

	 	 	 	 	 	 	 	 	 	 	Included Per Accident
	 	 	 	 	 
	Service Interruption

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Brands and Labels

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Data or Media

	 	 	 	 	 	 	 	 	 	$	5,000,000	 	 	 	 	 
	Error or Omission

	 	 	 	 	 	 	 	 	 	$	2,500,000	 	 	 	 	 
	Ordinance of Law

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Ammonia

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Contamination Water Damage

	 	 	 	 	 	 	 	 	 	$	1,000,000	 	 	 	 	 
	Deductibles per:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Policy All Perils except:

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Fleet (Rental Equipment)

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	500,000	 
	Rental Equip at RSC Locations

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Property In Transit

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	50,000	 
	Re-Rent of Equip of Others

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Off Premises Property of
Others in Insured’s Care
Custody or Control

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Employee Tools and Equipment
and RSC Equipment on Service
Trucks

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	2,500	 
	Flood see appendix (1)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$25,000 
except
appendix (1)
	 
	Flood as the result of Named
Storm-All Locations

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV @ each
location, $100K
Min.
	 
	Flood

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	25,000	 
	Earthquake

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	25,000	 
	Earthquake-see appendix (2)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV @ each
location or 30% of
TIV, $100K Min.
	 
	Wind-see appendix (3)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5% of TIV, $100K
Min.
	 
	Wind-All Other

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,000	 
	Service Interruption

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	24 Hour Waiting Period
	 







 











 





SCHEDULE 6.1(f)

to Credit Agreement




Schedule 6.1(f): Lien Searches




	 	 	 	 	 	 	 	 	 
	 	 	UCC	 	PPSA	 	Judgment	 	Tax
	RSC Holdings II,
LLC

	 	Delaware, SOS
	 	N/A
	 	Arizona, Maricopa

County
	 	Delaware, SOS

(Federal)
	 
	 	 	 	 	 	 	 	 
	 

	 	Arizona, Maricopa

County
	 	 	 	Arizona, Maricopa

County Superior
	 	Arizona, SOS

(Federal and State)
	 

	 	 	 	 	 	Court	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Arizona, Maricopa
County (Federal
and State)
	 
	 	 	 	 	 	 	 	 
	RSC Holdings III,
LLC
	 	Delaware, SOS
	 	N/A
	 	Arizona, Maricopa

County
	 	Delaware, SOS

(Federal)
	 
	 	 	 	 	 	 	 	 
	 

	 	Arizona, Maricopa

County
	 	 	 	Arizona, Maricopa

County Superior

Court
	 	Arizona, SOS

(Federal and State)
	 
	 	 	 	 	 	 	 	 
	RSC Equipment
Rental, Inc.

	 	Arizona, SOS
	 	N/A
	 	 	 	Arizona, SOS
	 
	 	 	 	 	 	 	 	 
	RSC Equipment
Rental of Canada
Ltd.

	 	District of
Columbia,
Recorder of Deeds
	 	Ontario


British Columbia
	 	District of
Columbia,
Recorder of Deeds
	 	District of
Columbia,
Recorder of Deeds
(Federal and State)
	 

	 	 	 	Alberta


Saskatchewan
	 	Ontario


British Columbia


Alberta


Saskatchewan	 	 






 









 






SCHEDULE 8.3(j)

to Credit Agreement




Schedule 8.3(j): Permitted Liens




Capital Lease Liens





	 	A.	 	Liens related to the Motor Vehicle Open Ended Operating Lease No. 0988 dated as of
April 24, 2000 between DL Peterson Trust and RSC
($76,686,796.29 aggregate principal amount as of January 31,
2011).





Purchase Money Obligation Liens





	 	A.	 	Liens related to purchase money obligations in favor of Ingersoll Rand
($3,362,103 aggregate principal amount as of January 31, 2011).
	 
	 	B.	 	Liens related to purchase money obligations in favor of John Deere
($21,740,989 aggregate principal amount as of January 31, 2011).
	 
	 	C.	 	Liens related to purchase money obligations in favor of Clark Equipment
($23,902,482 aggregate principal amount as of January 31, 2011).
	 
	 	D.	 	Liens related to purchase money obligations in favor of JCB Inc.
($344,289 aggregate principal amount as of January 31, 2011).
	 
	 	E.	 	Liens related to purchase money obligations in favor of CCA Financial,
LLC ($0 aggregate principal amount as of January 31, 2011).
	 
	 	F.	 	Liens related to purchase money obligations in favor of Kubota Tractor
Corp. ($57,762 aggregate principal amount as of January 31, 2011).





Judgment Liens





	 	A.	 	Liens arising from judgments of less than $50,000 on an individual basis in
respect of claims arising in the ordinary course of the business of Holdings and
its Subsidiaries.




 









 











SCHEDULE 8.4(a)

to Credit Agreement




Schedule 8.4(a): Permitted Guarantee Obligations




Capital Lease Obligations





	 	A.	 	Guarantee Obligations in respect of the Motor Vehicle Open Ended
Operating Lease No. 0988 dated as of April 24, 2000 between DL Peterson Trust
and RSC ($76,686,796.29 aggregate principal amount as of January 31, 2011).




 









 











SCHEDULE 8.6(j)

to Credit Agreement




Schedule 8.6(j): Permitted Asset Sales




	 	 	 	 	 	 	 	 	 	 	 
	 	 	State	 	City	 	Address	 	Zip Code
	1.

	 	Florida
	 	Ft. Pierce
	 	3019 S. US Highway 1
	 	 	34982	 
	2.

	 	Florida
	 	Pensacola
	 	5580 N. Pensacola Boulevard
	 	 	32505	 
	3.

	 	Iowa
	 	Muscatine
	 	1303 Washington Street
	 	 	52761	 






 









 






SCHEDULE 8.8(c)

to Credit Agreement




Schedule 8.8(c): Permitted Investments



None.




 









 








SCHEDULE 8.10(v)

to Credit Agreement




Schedule 8.10(v): Permitted Transactions with Affiliates



None.





 









 








SCHEDULE 8.11(b)

to Credit Agreement




Schedule 8.11(b): Sale and Leaseback Real Properties




	 	 	 	 	 	 	 	 	 
	 	 	State	 	City	 	Address	 	Zip Code
	1.
	 	Florida	 	Ft. Pierce	 	3019 S. US Highway 1	 	34982
	2.
	 	Florida	 	Pensacola	 	5580 N. Pensacola Boulevard	 	32505
	3.
	 	Iowa	 	Muscatine	 	1303 Washington Street	 	52761