0000950123-10-005753 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • January 27th, 2010 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of January 21, 2010, to the Amended and Restated Stockholders Agreement (the “Existing Stockholders Agreement”), dated as of May 29, 2007, as amended by that certain Amendment No. 1, dated August 24, 2009 (“Amendment No. 1”), among (i) RSC Holdings Inc., a Delaware corporation (the “Company”), and (ii) each Stockholder party to the Existing Stockholders Agreement. Capitalized terms used herein without definition shall have the meanings set forth in the Existing Stockholders Agreement. The Existing Stockholders Agreement, as amended by Amendment No. 1 and hereby, is referred to as the “Amended Stockholders Agreement.”

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