Attached files

file filename
8-K - FORM 8-K - RSC Holdings Inc.y80429e8vk.htm
EX-4.1 - EX-4.1 - RSC Holdings Inc.y80429exv4w1.htm
EX-4.2 - EX-4.2 - RSC Holdings Inc.y80429exv4w2.htm
EX-10.2 - EX-10.2 - RSC Holdings Inc.y80429exv10w2.htm
Exhibit 10.1
Execution Copy
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
          FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of November 9, 2009, among RSC HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), RSC HOLDINGS III, LLC, a Delaware limited liability company (the “Parent Borrower”), RSC EQUIPMENT RENTAL, INC., an Arizona corporation (“RSC”), RSC EQUIPMENT RENTAL OF CANADA LTD., a corporation incorporated and existing under the laws of the Province of Alberta (“RSC Canada”, and together with the Parent Borrower and RSC, the “Borrowers”), the Lenders (as defined below) party hereto, DEUTSCHE BANK AG, NEW YORK BRANCH, as U.S. administrative agent (in such capacity, the “U.S. Administrative Agent”) and DEUTSCHE BANK AG, CANADA BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement (as defined below).
W I T N E S S E T H:
          WHEREAS, Holdings, the Borrowers, the banks and other financial institutions from time to time party thereto (the “Lenders”), the U.S. Administrative Agent and the Canadian Administrative Agent are party to an Amended and Restated Credit Agreement, dated as of November 27, 2006 and amended and restated as of July 30, 2009 (as amended, restated, amended and restated, modified and supplemented to, but not including, the date hereof, the “Credit Agreement”); and
          WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend and/or modify the Credit Agreement as herein provided;
          NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
     1. Subsection 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:
     “First Amendment”: the First Amendment to this Agreement, dated as of November 9, 2009.
     “First Amendment Effective Date”: as defined in the First Amendment.
     2. The definition of “Specified Equity Contribution” appearing in Subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (c) of such definition and (ii) inserting the following new text immediately prior to the period at the end of such definition:
“and (e) such equity contribution is not used, directly or indirectly, to (i) prepay or repurchase Second Lien-Term Loans or (ii) redeem or repurchase Senior Notes”

 


 

     3. Subsection 8.2(o) to the Credit Agreement is hereby amended by (i) inserting the phrase “(less any original issue discount, if applicable)” immediately after the phrase “the principal amount (or accreted value, if applicable) thereof” in clause (i) of the proviso to such subsection and (ii) inserting the phrase “(including any underwriting discounts or commissions)” immediately after the phrase “fees and expenses” in clause (i) of the proviso to such subsection.
     4. Subsection 8.13 of the Credit Agreement is hereby amended by inserting the following new clause (i) immediately following clause (h) appearing in such subsection:
     “(i) 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 (i) prepayments or repurchases of Second-Lien Term Loans with (x) the proceeds of refinancing Indebtedness in respect of such Second-Lien Term Loans incurred in compliance with Section 8.2(o) and/or (y) proceeds received (directly or indirectly) by the Parent Borrower from equity issuances by any Parent Entity of its Capital Stock; provided that if any such proceeds described in preceding clause (x) or (y) are utilized to prepay or repurchase Second-Lien Term Loans at a discount below par, the Borrowers shall have entered into arrangements reasonably satisfactory to the U.S. Administrative Agent to ensure that such prepayments or repurchases are financed solely with proceeds of such refinancing Indebtedness or such equity issuance, as the case may be, prior to the incurrence of any such refinancing Indebtedness or such equity issuance, as the case may be, and (ii) redemptions or repurchases of Senior Notes with (x) the proceeds of refinancing Indebtedness in respect of such Senior Notes incurred in compliance with Section 8.2(o) and/or (y) proceeds received (directly or indirectly) by the Parent Borrower from equity issuances by any Parent Entity of its Capital Stock.”
II. Miscellaneous Provisions.
     1. In order to induce the Lenders to enter into this First Amendment, Holdings and each Borrower hereby represent and warrant that:
     (a) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both immediately before and immediately after giving effect to this First Amendment; and
     (b) all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on the First Amendment Effective Date, both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (unless such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such specific date).
     2. This First Amendment is limited as specified and shall not constitute or be deemed to constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document and shall not prejudice any right or rights that the Administrative Agents or the Lenders may have now or in the future under or in connection with the Credit Agreement or any other Loan Document. Except as expressly amended or waived

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hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms
     3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Parent Borrower and the U.S. Administrative Agent.
     4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
     5. The First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied:
     (i) Holdings, each Borrower and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: May Yip (facsimile number: 212-354-8113 / email address: myip@whitecase.com);
     (ii) the Borrowers shall have paid to each Lender which executes and delivers to the U.S. Administrative Agent (or its designee) a counterpart hereof by 5:00 P.M. (New York City time) on November 9, 2009 (or such later date and time specified by the Borrowers and notified in writing to the Lenders by the U.S. Administrative Agent), a non-refundable cash fee (the “Amendment Fee”) in dollars in an amount equal to 0.05% of the RCF Commitments of such Lender as in effect on the First Amendment Effective Date. The Amendment Fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter. The Amendment Fee shall be paid by the Borrowers to the U.S. Administrative Agent for distribution to the relevant Lenders not later than the Business Day following the First Amendment Effective Date; and
     (iii) the Borrowers shall have paid to the U.S. Administrative Agent (or its applicable affiliate) all fees, costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the U.S. Administrative Agent (or its applicable affiliate) to the extent then required under Section 11.5 of the Credit Agreement.
     6. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby on the First Amendment Effective Date.
*   *   *

-3-


 

          IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.
         
  RSC HOLDINGS II, LLC
 
 
  By:   /s/ Kevin J. Groman  
    Name:   Kevin J. Groman  
    Title:   SVP — General Counsel  
 
  RSC HOLDINGS III, LLC
 
 
  By:   /s/ Kevin J. Groman  
    Name:   Kevin J. Groman  
    Title:   SVP — General Counsel  
 
  RSC EQUIPMENT RENTAL, INC.
 
 
  By:   /s/ Kevin J. Groman  
    Name:   Kevin J. Groman  
    Title:   SVP — General Counsel  
 
  RSC EQUIPMENT RENTAL OF CANADA LTD.
 
 
  By:   /s/ Kevin J. Groman  
    Name:   Kevin J. Groman  
    Title:   SVP — General Counsel  
 
Signature Page to First Amendment

 


 

         
  DEUTSCHE BANK AG, NEW YORK BRANCH,
     as U.S. Administrative Agent
 
 
  By:   /s/ Marguerite Sutton    
    Name:   Marguerite Sutton   
    Title:   Director   
 
     
  By:   /s/ Paul O’Leary    
    Name:   Paul O’Leary   
    Title:   Director   
 
  DEUTSCHE BANK AG, CANADA BRANCH,
     as Canadian Administrative Agent
 
 
  By:      
    Name:      
    Title:      
 
     
  By:      
    Name:      
    Title:      
 
Signature Page to First Amendment

 


 

         
  DEUTSCHE BANK AG, NEW YORK BRANCH,
   as U.S. Administrative Agent
 
 
  By:      
    Name:      
    Title:      
 
     
  By:      
    Name:      
    Title:      
 
  DEUTSCHE BANK AG, CANADA BRANCH,
   as Canadian Administrative Agent
 
 
  By:   /s/ Eitan Szlak    
    Name:   Eitan Szlak   
    Title:   Vice President   
 
     
  By:   /s/ Marcellus Leung    
    Name:   Marcellus Leung   
    Title:   Assistant Vice President   
 
Signature Page to First Amendment

 


 

         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

DEUTSCHE BANK AG, CANADA BRANCH
 
 
  By:   /s/ Eitan Szlak    
    Name:   Eitan Szlak   
    Title:   Vice President   
 
     
  By:   /s/ Marcellus Leung    
    Name:   Marcellus Leung   
    Title: Assistant Vice President   
 
Signature Page to First Amendment

 


 

         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

DEUTSCHE BANK AG NEW YORK BRANCH
 
 
  By:   /s/ Marguerite Sutton    
    Name:   Marguerite Sutton   
    Title:   Director   
 
     
  By:   /s/ Paul O’Leary    
    Name:   Paul O’Leary   
    Title:   Director   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:
 
 
  ALLIED IRISH BANKS P.L.C.   
 
  By:   /s/ Martin Chin   
    Name:   Martin Chin   
    Title:   Senior Vice President   
 
     
  By:   /s/ Brent Phillips    
    Name:   Brent Phillips   
    Title:   Vice President   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:
 
 
  Bank of America, N.A.   
 
  By:   /s/ Robert Scalzitti    
    Name:   Robert Scalzitti   
    Title:   Vice President   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:
 
 
  Bank of America N.A., (acting though its Canada Branch)(“Lender”)   
 
  By:   /s/ Clara McGibbon   
    Name:   Clara McGibbon   
    Title:   Assistant Vice President   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:
 
 
  THE BANK OF NOVA SCOTIA   
 
  By:   /s/ Karen L. Anillo    
    Name:   Karen L. Anillo   
    Title:   Director   
 
Signature Page to First Amendment

 


 

         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


BMO CAPITAL MARKETS FINANCING, INC.
 
 
  By:   /s/ Scott W. Morris    
    Name:   Scott W. Morris    
    Title:   Vice President   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Burdale Financial Ltd:

 


 
  By:   /s/ Phillip R. Webb    
    Name:   Phillip R. Webb   
    Title:   Duly Authorized Signatory   
 
     
  By:   /s/ Antimo Barbieri    
    Name: Antimo Barbieri   
    Title:   Duly Authorized Signatory   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


Capital One Leverage Finance Corp.
 
 
  By:   /s/ Nick Malatestinic    
    Name:   Nick Malatestinic   
    Title:   SVP   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


Commerzbank AG, New York branch
 
 
  By:   /s/ Mary Harold    
    Name:   Mary Harold    
    Title:   SVP   
 
     
  By:   /s/ John Carlos    
    Name:   John Carlos   
    Title:   VP   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


E*TRADE BANK
 
 
  By:   /s/ Matthew Geary    
    Name:   Matthew Geary    
    Title:   SVP   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


Fortis Bank S.A/N.V., New York Branch
 
 
  By:   /s/ Barbara E. Nash    
    Name:   Barbara E. Nash   
    Title: Managing Director & Group Head   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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. SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


Fortis Capital (Canada) LTD.
 
 
  By:   /s/ Barbara E. Nash    
    Name:   Barbara E. Nash   
    Title: Managing Director & Group Head   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

GENERAL ELECTRIC CAPITAL CORPORATION:
 
 
  By:   /s/ Dwayne Coker    
    Name:   Dwayne Coker   
    Title:   Duly Authorized Signatory   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

GE BUSINESS FINANCIAL SERVICES, INC. (formerly known as Merrill Lynch Business Financial Services, Inc.):
 
 
  By:   /s/ Dwayne Coker    
    Name:   Dwayne Coker   
    Title:   Duly Authorized Signatory   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

GE CANADA FINANCE HOLDING COMPANY:
 
 
  By:   /s/ Richard Zeni    
    Name:   Richard Zeni    
    Title:   Duly Authorized Signatory   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


GMAC Commercial Finance, Inc.
 
 
  By:   /s/ Dennis Baelis    
    Name:   Dennis Baelis   
    Title:   Managing Director   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


GMAC Commercial Finance Corporation Canada
 
 
  By:   /s/ Dennis Baelis    
    Name:   Dennis Baelis    
    Title:   Managing Director   
 
Signature Page to First Amendment

 


 

         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, JNC., RSC EQUIPMENT RENTAL OF CANADA LTD., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:

HSBC Business Credit Inc.
 
 
  By:   /s/ Daniel J. Williams    
    Name:   Daniel J. Williams   
    Title:   Vice President   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:

JP Morgan Chase Bank, N.A.
 
 
  By:   /s/ Andrew Ray    
    Name:   Andrew Ray    
    Title:   Vice President   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


Lloyds ISB Bank, PLC
 
 
  By:   /s/ Jeremy Harrison    
    Name:   Jeremy Harrison   
    Title: Director
          H067 
 
 
     
     /s/ Candi Obrentz    
    Candi Obrentz   
    Associate Director Financial
Institutions, USA 0013 
 
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


Mizuho Corporate Bank, Ltd.
 
 
  By:   /s/ James R. Fayen    
    Name:   James R. Fayen   
    Title:   Deputy General Manager   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:


MORGAN STANLEY BANK, N.A.
 
 
  By:   /s/ Ryan Vetsch    
    Name:   Ryan Vetsch   
    Title:   Authorized Signatory   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution: RBS Business Capital, a division of RBS Asset Finance, Inc. F/K/A Citizens Business Capital, a division of Citizens Leasing Corporation
 
 
  By:   /s/ James H. Herzog, Jr.    
    Name:   James H. Herzog, Jr.    
    Title:   Senior Vice President   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:

Regions Bank
 
 
  By:   /s/ George Louis McKinley    
    Name:   George Louis McKinley   
    Title:   Attorney in Fact   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:

ROYAL BANK OF CANADA
 
 
  By:   /s/ Stuart Coulter    
    Name:   Stuart Coulter   
    Title:   Attorney-in-fact   
     
  By:   /s/ Dustin Craven  
    Name:   Dustin Craven   
    Title:   Attorney-in-fact   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:

United Overseas Bank Limited, New York Agency
 
 
  By:   /s/ K. Jin Koh    
    Name:   K. Jin Koh   
    Title:   GM   
     
  By:   /s/ Mario Sheng    
    Name:   Mario Sheng   
    Title:   AVP   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:

UPS Capital Corporation
 
 
  By:   /s/ John P. Holloway    
    Name:   John P. Holloway   
    Title:   Director of Portfolio Management   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:

Wachovia Capital Finance Corporation (Canada)
 
 
  By:   /s/ David Hill    
    Name:   David Hill    
    Title:   Vice President   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:

Wachovia Capital Finance Corporation (Western)
 
 
  By:   /s/ David Hill    
    Name:   David Hill    
    Title:   Vice President   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution:

WELLS FARGO BANK, N.A.
 
 
  By:   /s/ Reginald M. Goldsmith, III    
    Name:   Reginald M. Goldsmith, III    
    Title:   Senior Vice President   
 
Signature Page to First Amendment

 


 

Execution Copy
         
  SIGNATURE PAGE TO THE FIRST AMENDMENT TO AMENDED AND RESTATED 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 SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, AS U.S. ADMINISTRATIVE AGENT AND DEUTSCHE BANK AG, CANADA BRANCH, AS CANADIAN ADMINISTRATIVE AGENT

Name of Institution: WELLS FARGO FINANCIAL CORPORATION CANADA
 
 
  By:   /s/ Paul D. Young   
    Name:   Paul D. Young   
    Title:   Vice President   
 
Signature Page to First Amendment