RSC Holdings Inc. Sample Contracts

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Executive Employment Agreement • February 13th, 2007 • RSC Holdings Inc. • Arizona
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Indemnification Agreement • February 13th, 2007 • RSC Holdings Inc. • New York
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ARTICLE II NOTE FORMS
Indenture • February 13th, 2007 • RSC Holdings Inc. • New York
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Recapitalization Agreement • February 13th, 2007 • RSC Holdings Inc. • New York
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EXHIBIT 10.2 EMPLOYEE STOCK OPTION AGREEMENT This Employee Stock Option Agreement, dated as of December 19, 2006, between Atlas Copco North America Inc. (to be renamed RSC Holdings Inc.), a Delaware corporation, and the Employee whose name appears on...
Employee Stock Option Agreement • February 13th, 2007 • RSC Holdings Inc. • Delaware
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EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • February 13th, 2007 • RSC Holdings Inc. • New York
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Exhibit 4.2 RENTAL SERVICE CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2007 • RSC Holdings Inc. • New York
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EXECUTION VERSION CREDIT AGREEMENT
Credit Agreement • February 13th, 2007 • RSC Holdings Inc. • New York
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Form of Indemnification Agreement
Indemnification Agreement • August 2nd, 2007 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • Delaware

WHEREAS, qualified persons are reluctant to serve corporations as directors or otherwise unless they are provided with broad indemnification and insurance against claims arising out of their service to and activities on behalf of the corporations; and

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WITNESSETH:
Monitoring Agreement • February 13th, 2007 • RSC Holdings Inc. • New York
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Executive Employment and Noncompetition Agreement • December 3rd, 2007 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • Arizona
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Equity Underwriting Agreement • April 27th, 2007 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • New York
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FORM OF DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 2nd, 2007 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • Delaware

RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) dated as of the Grant Date set forth on the signature page hereof, by and between RSC Holdings Inc., a Delaware corporation (the “Company”), and the participant whose name appears on the signature page hereof (the “Participant”).

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EXECUTION VERSION CANADIAN SECURITY AGREEMENT
Canadian Security Agreement • February 13th, 2007 • RSC Holdings Inc. • Ontario
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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Executive Employment and Noncompetition Agreement • April 23rd, 2010 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • Arizona

This Amended and Restated Employment and Noncompetition Agreement (“Agreement”) is entered into between Rental Service Corporation, (the “Company” or “Rental Service Corporation”) and Patricia D. Chiodo (“Executive”), effective as of November 28th, 2006.

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EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Executive Employment and Noncompetition Agreement • April 21st, 2011 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • Arizona

This Executive Employment and Noncompetition Agreement (“Agreement”) is entered into between RSC Holdings Inc. and RSC Equipment Rental, Inc. (collectively, the “Company” or “RSC”) and Juan Corsillo (“Executive”), effective as of March 15, 2010 (the “Effective Date”).

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RSC HOLDINGS INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of October 6, 2011
Stockholders Agreement • October 20th, 2011 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • New York

SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of October 6, 2011, among (i) RSC Holdings Inc., a Delaware corporation (the “Company”), (ii) each Stockholder listed in the signature pages hereof and (iii) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 5.1.

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AGREEMENT AND PLAN OF MERGER by and between United Rentals, Inc. and RSC Holdings Inc. Dated as of December 15, 2011
Merger Agreement • December 21st, 2011 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 15, 2011 (this “Agreement”), between United Rentals, Inc., a Delaware corporation (“Purchaser”), and RSC Holdings Inc., a Delaware corporation (the “Company”).

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November 30, 2007 VIA HAND DELIVERY Re: Separation and Release Agreement Dear Keith A. Sawottke:
Separation and Release Agreement • December 3rd, 2007 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • Arizona

On behalf of RSC Holdings Inc. (the “Company”), I am writing to set forth the terms and conditions of the Separation and Release Agreement (the “Separation Agreement”) that the Company is offering to you with respect to your employment transition. As set forth below, this Separation Agreement is intended to modify, supplement and enhance the Amended and Restated Executive Employment and Noncompetition Agreement that you entered into with the Company effective as of November 28, 2006 (the “Employment Agreement”), which is attached hereto as Exhibit A.

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CREDIT AGREEMENT among RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RENTAL SERVICE CORPORATION, RENTAL SERVICE CORPORATION OF CANADA LTD., EACH OTHER BORROWER PARTY HERETO, VARIOUS LENDERS, DEUTSCHE BANK AG, NEW YORK BRANCH, as U.S. Administrative...
Credit Agreement • March 27th, 2007 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • New York

CREDIT AGREEMENT, dated as of November 27, 2006, among RSC HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), RSC HOLDINGS III, LLC, a Delaware limited liability company (the “Parent Borrower”), RENTAL SERVICE CORPORATION, an Arizona corporation (“RSC”), RENTAL SERVICE CORPORATION 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”), CITICORP NORTH AMERICA, INC. (“CNAI”), as

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STOCK OPTION AGREEMENT
Stock Option Agreement • April 23rd, 2010 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • Delaware

This Stock Option Agreement (“Agreement”), dated as of [OPTION DATE], between RSC Holdings Inc., a Delaware corporation (the “Company”), and [PARTICIPANT NAME] (the “Participant”) who has indicated acceptance of the terms of this Agreement in accordance with the procedures established by the Company, is being entered into pursuant to the RSC Holdings Inc. Amended and Restated Stock Incentive Plan (the “Plan”). The meaning of capitalized terms used in this Agreement may be found in Section 6 or, if not present in Section 6, in the Plan.

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EXHIBIT 10.3 EMPLOYEE STOCK SUBSCRIPTION AGREEMENT This Employee Stock Subscription Agreement, dated as of December 19, 2006 between Atlas Copco North America Inc. (to be renamed RSC Holdings Inc.), a Delaware corporation, and the employee whose name...
Employee Stock Subscription Agreement • February 13th, 2007 • RSC Holdings Inc. • Delaware
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RECITALS
Intercreditor Agreement • February 13th, 2007 • RSC Holdings Inc. • New York
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RSC HOLDINGS INC. FORM OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of [ ], 2007
Stockholders Agreement • May 4th, 2007 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • New York

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of [ ], 2007, among (i) RSC Holdings Inc., a Delaware corporation (the “Company”), (ii) each Stockholder listed in the signature pages hereof and each other Stockholder that, immediately prior to the Effective Time, is a party to the Original Agreement and (iii) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 5.1.

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EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • April 23rd, 2010 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • Delaware

RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) dated as of the Grant Date set forth on Schedule A hereto, by and between RSC Holdings Inc., a Delaware corporation (the “Company”), and the participant whose name appears on Schedule A hereto (the “Participant”).

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EXECUTION VERSION U.S. GUARANTEE AND COLLATERAL AGREEMENT
u.s. Guarantee and Collateral Agreement • February 13th, 2007 • RSC Holdings Inc. • New York
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SECOND-LIEN TERM LOAN CREDIT AGREEMENT among RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RENTAL SERVICE CORPORATION, EACH OTHER BORROWER PARTY HERETO, VARIOUS LENDERS, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent and Collateral Agent,...
Second-Lien Term Loan Credit Agreement • March 27th, 2007 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • New York

CREDIT AGREEMENT, dated as of November 27, 2006, among RSC HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), RSC HOLDINGS III, LLC, a Delaware limited liability company (the “Parent Borrower”), RENTAL SERVICE CORPORATION, an Arizona corporation (“RSC”, and, together with the Parent Borrower and each entity that becomes a Borrower pursuant to subsection 6.9, the “Borrowers” and each, a “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement, DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “Collateral Agent”), CITICORP NORTH AMERICA, INC. (“CNAI”), as syndication agent (in such capacity, the “Syndication Agent”), GE CAPITAL MARKETS, INC., as Senior Managing Agent, DEUTSCHE BANK SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Book Managers and GENERAL ELECT

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DIRECTOR STOCK GRANT AGREEMENT
Director Stock Grant Agreement • January 26th, 2012 • RSC Holdings Inc. • Services-equipment rental & leasing, nec • Delaware

DIRECTOR STOCK GRANT AGREEMENT (the “Agreement”) dated as of the Grant Date set forth on the signature page hereof, by and between RSC Holdings Inc., a Delaware corporation (the “Company”), and the Eligible Director whose name appears on the signature page hereof (the “Participant”). Any capitalized terms used herein without definition shall have the meanings set forth in the RSC Holdings Inc. Amended and Restated Stock Incentive Plan (the “Plan”).

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EXECUTION VERSION SECOND-LIEN TERM LOAN CREDIT AGREEMENT
Second-Lien Term Loan Credit Agreement • February 13th, 2007 • RSC Holdings Inc. • New York
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