RSC Equipment Rental, Inc. Sample Contracts

Form of Indemnification Agreement
Form of Indemnification Agreement • March 26th, 2010 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • Delaware

WHEREAS, qualified persons are reluctant to serve corporations as directors, officers 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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FORM OF DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Form of Director Restricted Stock Unit Agreement • March 26th, 2010 • RSC Equipment Rental, 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”).

EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Executive Employment and Noncompetition Agreement • September 27th, 2010 • RSC Equipment Rental, 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. (the “Company” or “RSC”) and Patricia D. Chiodo (“Executive”), effective as of October 1, 2010 (the “Effective Date”).

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 JANUARY 19, 2011 81/4%...
RSC Equipment Rental, Inc. • January 20th, 2011 • Services-equipment rental & leasing, nec • New York

INDENTURE, dated as of January 19, 2011 (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 HOLDINGS INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of October 6, 2011
Stockholders Agreement • October 20th, 2011 • RSC Equipment Rental, 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.

RSC EQUIPMENT RENTAL, INC. RSC HOLDINGS III, LLC REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 20th, 2011 • 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., Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC, Goldman, Sachs & Co. and SunTrust Robinson Humphrey, Inc. (collectively, the “Purchasers”), upon the terms set forth in the purchase agreement dated as of January 13, 2011 (the “Purchase Agreement”), $650,000,000 aggregate principal amount of their 81/4% Senior Notes Due 2021 (the “Notes”). The Notes will be issued pursuant to the provisions of an Indenture, dated as of January 19, 2011 (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.

EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Executive Employment and Noncompetition Agreement • April 21st, 2011 • RSC Equipment Rental, 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”).

FIRST/SECOND] AMENDMENT TO THE [AMENDED AND RESTATED] EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment and Noncompetition Agreement • December 21st, 2011 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec

THIS [FIRST/SECOND] AMENDMENT TO THE [AMENDED AND RESTATED] EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Amendment”), between RSC Equipment Rental, Inc., f/k/a Rental Service Corporation (together with any successor thereto, the “Company”) and [NAME] (“Executive”), is entered into on December 16, 2011.

CANADIAN SECURITY AGREEMENT made by RSC EQUIPMENT RENTAL OF CANADA LTD. in favour of DEUTSCHE BANK AG CANADA BRANCH, as Canadian Collateral Agent Dated as of February 9, 2011
Canadian Security Agreement • February 14th, 2011 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • Ontario

CANADIAN SECURITY AGREEMENT, dated as of February [9], 2011, made by RSC Equipment Rental of Canada Ltd., a corporation incorporated and existing under the laws of the Province of Alberta (together with its successors and assigns, the “Grantor”) in favour of Deutsche Bank AG Canada Branch (“DBCB”), as Canadian collateral agent (in such capacity, the “Canadian Collateral Agent”) for the benefit of the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time party to the Credit Agreement described below and the other Secured Parties (as defined below).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 2nd, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of June 26, 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, RSC and any other entity that becomes a Borrower from time to time pursuant to the Credit Agreement referred to below, 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 respect

FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment and Noncompetition Agreement • March 26th, 2010 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec

THIS FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT (“First Amendment”), between RSC Equipment Rental, Inc., f/k/a Rental Service Corporation (the “Company”) and • (“Executive”), is entered into on •, 2010.

RSC EQUIPMENT RENTAL, INC., as Issuer 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 and DEUTSCHE BANK AG, NEW YORK BRANCH as Note...
RSC Equipment Rental, Inc. • July 2nd, 2009 • Services-equipment rental & leasing, nec • New York

INDENTURE, dated as of July 1, 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, Wells Fargo Bank, National Association, a national banking association, as Trustee, and Deutsche Bank AG, New York Branch, as Note Collateral Agent. RSC is a wholly-owned subsidiary of the Company.

SECOND AMENDMENT
Credit Agreement • July 31st, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 27, 2006 and amended and restated as of July 30, 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”), 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 Co

FIRST AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment and Noncompetition Agreement • March 26th, 2010 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT (“First Amendment”), between RSC Equipment Rental, Inc., f/k/a Rental Service Corporation (the “Company”) and Erik Olsson (“Executive”), is entered into on March •, 2010.

U.S. GUARANTEE AND COLLATERAL AGREEMENT made by RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., and CERTAIN DOMESTIC SUBSIDIARIES OF RSC HOLDINGS III, LLC, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as U.S. Administrative...
Assumption Agreement • February 14th, 2011 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among Holdings, the Parent Borrower and RSC (together with the Parent Borrower and any other entity that becomes a borrower thereunder pursuant to subsection 7.9(b) of the Credit Agreement, the “U.S. Borrowers”), RSC Equipment Rental of Canada Ltd. (together with any other entity that becomes a borrower pursuant to subsection 7.9(c) of the Credit Agreement, the “Canadian Borrowers”), the U.S. Collateral Agent, the U.S. Administrative Agent, Deutsche Bank AG Canada Branch, as Canadian administrative agent and Canadian collateral agent (in such capacities, the “Canadian Administrative Agent” and “Canadian Collateral Age

SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 18th, 2011 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of March 17, 2011, among RSC Equipment Rental, Inc., an Arizona corporation (“RSC”), RSC Holdings III, LLC, a Delaware limited liability company (the “Company,” and together with RSC, the “Issuers”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

CREDIT AGREEMENT among
Credit Agreement • February 14th, 2011 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

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 AMERIC

COLLATERAL AGREEMENT made by RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., and CERTAIN DOMESTIC SUBSIDIARIES OF RSC HOLDINGS III, LLC, FROM TIME TO TIME PARTY HERETO in favor of DEUTSCHE BANK AG, NEW YORK BRANCH as Note Collateral Agent Dated as...
Collateral Agreement • July 2nd, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

COLLATERAL AGREEMENT, dated as of July 1, 2009, made by RSC HOLDINGS III, LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), RSC EQUIPMENT RENTAL, INC., an Arizona corporation (“RSC” and together with the Company, the “Issuers”), and certain of the Company’s Subsidiaries that may become party hereto from time to time pursuant to subsection 7.14 in favor of DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), in its capacity as collateral agent under certain of the Note Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Note Collateral Agent”) for the Secured Parties (as defined below) and solely for purposes of Section 2.5, in its capacity as U.S. First Lien Collateral Agent under the General Intercreditor Agreement (as defined below).

INCREMENTAL AMENDMENT MetLife Bank, National Association Siemens Financial Services, Inc. City National Bank Deutsche Bank AG Canada Branch
RSC Equipment Rental, Inc. • October 4th, 2011 • Services-equipment rental & leasing, nec

RSC Equipment Rental, Inc. RSC Holdings III, LLC RSC Equipment Rental of Canada Ltd. 6929 East Greenway Parkway, Suite 200 Scottsdale, Arizona 85254 Attention: Scott Huckins, Vice President and Treasurer

FIRST AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENT
First Lien Intercreditor Agreement • February 14th, 2011 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

FIRST AMENDMENT TO FIRST LIEN INTERCREDITOR AGREEMENT (this “First Amendment”), dated as of February 9, 2011, by and among RSC HOLDINGS III, LLC, a Delaware limited liability company (the “Parent Borrower”), RSC EQUIPMENT RENTAL, INC., an Arizona corporation (“RSC”), each other Grantor party hereto and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), in its capacity as U.S. collateral agent under the Senior Loan Documents (together with its successors and assigns in such capacity from time to time, the “Senior Collateral Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Intercreditor Agreement referred to below.

SECOND AMENDMENT TO SECOND-LIEN TERM LOAN CREDIT AGREEMENT
Term 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”).

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FIRST AMENDMENT TO SECOND-LIEN TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • August 24th, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

FIRST AMENDMENT, dated as of August 21, 2009 (this “First 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”).

FIRST AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment and Noncompetition Agreement • March 5th, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT (“First Amendment”), between RSC Equipment Rental, Inc., f/k/a Rental Service Corporation (the “Company”) and Erik Olsson (“Executive”), is entered into on February , 2009.

FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment and Noncompetition Agreement • March 5th, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec

THIS FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT (“First Amendment”), between RSC Equipment Rental, Inc., f/k/a Rental Service Corporation (the “Company”) and (“Executive”), is entered into on February , 2009.

FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • July 2nd, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “First Amendment”), dated as of July 1, 2009, by and among RSC HOLDINGS II, LLC, a Delaware limited liability company, RSC HOLDINGS III, LLC, a Delaware limited liability company (the “Parent Borrower”), RSC EQUIPMENT RENTAL, INC., an Arizona corporation (“RSC”), each other Grantor (as defined below) from time to time party hereto and DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), in its capacity as U.S. collateral agent under the First-Lien Loan Documents (together with its successors and assigns in such capacity from time to time, the “U.S. First-Lien Collateral Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Intercreditor Agreement referred to below.

EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • March 26th, 2010 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • Delaware
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.”

FIRST LIEN INTERCREDITOR AGREEMENT
First Lien Intercreditor Agreement • July 2nd, 2009 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • New York

This FIRST LIEN INTERCREDITOR AGREEMENT, dated as of July 1, 2009, and entered into by and among RSC HOLDINGS III, LLC (the “Parent Borrower”), a Delaware limited liability company, RSC EQUIPMENT RENTAL, INC., an Arizona corporation (“RSC”), each other Grantor (as defined below) from time to time party hereto, DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), in its capacity as U.S. collateral agent under the Senior Loan Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Senior Collateral Agent”) and DEUTSCHE BANK AG, NEW YORK BRANCH, in its capacity as collateral agent under the First Lien Last Out Note Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “First Lien Last Out Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

EMPLOYEE STOCK SUBSCRIPTION AGREEMENT
Employee Stock Subscription Agreement • March 26th, 2010 • RSC Equipment Rental, Inc. • Services-equipment rental & leasing, nec • Delaware

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 appears on the signature page hereof, is being entered into pursuant to the Atlas Copco North America Inc. (to be renamed RSC Holdings Inc.) Stock Incentive Plan. The meaning of each capitalized term may be found in Section 12.

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Executive Employment and Noncompetition Agreement • March 26th, 2010 • RSC Equipment Rental, 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 [ ] (“Executive”), effective as of , 2010.

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