RSC EQUIPMENT RENTAL, INC., as Issuer and RSC HOLDINGS III, LLC as Co-Issuer and the Subsidiary Guarantors, if any, from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF NOVEMBER 17, 2009 101/4%...RSC Equipment Rental, Inc. • November 17th, 2009 • Services-equipment rental & leasing, nec • New York
INDENTURE, dated as of November 17, 2009 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among RSC Equipment Rental, Inc., a corporation organized under the laws of the state of Arizona (“RSC”), and RSC Holdings III, LLC, a limited liability company organized under the laws of the state of Delaware (the “Company” and together with RSC, the “Issuers”), the Subsidiary Guarantors, if any, from time to time parties hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee. RSC is a wholly-owned subsidiary of the Company.
RSC EQUIPMENT RENTAL, INC. RSC HOLDINGS III, LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York
RSC Equipment Rental, Inc., an Arizona corporation, and RSC Holdings III, LLC, a Delaware limited liability company, (together, the “Issuers”), propose to issue and sell to Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Barclays Capital Inc. (collectively, the “Purchasers”), upon the terms set forth in the purchase agreement dated as of November 2, 2009 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of their 101/4% Senior Notes Due 2019 (the “Notes”). The Notes will be issued pursuant to the provisions of an Indenture, dated as of November 17, 2009 (as supplemented from time to time, the “Indenture”), between the Issuers and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). Terms used but not defined in this agreement shall have the meanings assigned to them in the Purchase Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 17th, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York
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).
SECOND AMENDMENT TO SECOND-LIEN TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 17th, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York
SECOND AMENDMENT TO SECOND-LIEN TERM LOAN CREDIT AGREEMENT, dated as of November 9, 2009 (this “Second Amendment”), 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” and, together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), various Lenders party to the Credit Agreement referred to below, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”).
