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Public Offering Registration - RSC HOLDINGS INC. - 2-13-2007

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Public Offering Registration - RSC HOLDINGS INC. - 2-13-2007 Powered By Docstoc
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As filed with the Securities and Exchange Commission on February 12, 2007 Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RSC HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

7514
(Primary Standard Industrial Classification Code Number)

22-1669012
(I.R.S. Employer Identification Number)

6929 E. Greenway Parkway Scottsdale, AZ 85254 (480) 905-3300
(Address, including ZIP Code, and telephone number, including area code, of registrant’s principal executive offices)

Kevin J. Groman, Esq. Senior Vice President, General Counsel and Corporate Secretary RSC Holdings Inc. 6929 E. Greenway Parkway Scottsdale, AZ 85254 (480) 905-3300
(Name, address, including ZIP Code, and telephone number, including area code, of agent for service)

With copies to: Matthew E. Kaplan, Esq. Jeffrey J. Rosen, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 (212) 909-6000
Approximate date of commencement of proposed sale to the public: Registration Statement.

William B. Gannett, Esq. Cahill Gordon & Reindel LLP Eighty Pine Street New York, New York 10005 (212) 701-3000
From time to time after the effective date of this

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  If this Form is filed to register additional securities of an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

Proposed Maximum Aggregate Offering Price(1)(2)

Amount of Registration Fee

Common Stock, without par value

$300,000,000

$32,100

(1) (2)

Includes offering price of shares which the underwriters have the option to purchase. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated February 12, 2007.

Shares

RSC Holdings Inc.
Common Stock
This is an initial public offering of shares of common stock of RSC Holdings Inc., which we refer to in this prospectus as “RSC Holdings.” RSC Holdings is offering shares to be sold in this offering. Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . RSC Holdings intends to apply to list the common stock on the NYSE under the symbol .

Investing in our common stock involves risks. See “Risk Factors” beginning on page 13.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Per Share Total

Initial public offering price Underwriting discount Proceeds, before expenses, to RSC Holdings

$ $ $

$ $ $

We have granted the underwriters a 30-day option to purchase up to an additional shares from us on the same terms and conditions as set forth above if the underwriters sell more than shares of common stock in this offering.

The underwriters expect to deliver the shares against payment in New York, New York on

, 2007.

Deutsche Bank Securities

Morgan Stanley

Lehman Brothers

Prospectus dated

, 2007.

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We have not authorized anyone to give you any information or to make any representations about the transactions we discuss in this prospectus other than those contained in this prospectus, any free writing prospectus prepared by us or any other information to which we have specifically referred you. If you are given any information or representation about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell anywhere or to anyone where or to whom we are not permitted to offer to sell securities under applicable law. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

We have filed with the U.S. Securities and Exchange Commission, or the “Commission,” a registration statement on Form S-1 under the Securities Act with respect to the common stock offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the Commission. For further information about us and our common stock, we refer you to the registration statement and to its exhibits and schedules. With respect to statements in this prospectus about the contents of any contract, agreement or other document, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, and each such statement is qualified in all respects by reference to the document to which it refers. The public may read and copy any reports or other information that we and our subsidiaries file with the Commission. Such filings are available to the public over the Internet at the Commission‟s website at http://www.sec.gov. The Commission‟s website is included in this prospectus as an inactive textual reference only. You may also read and copy any document that we file with the Commission at its public reference room at 100 F Street, N.E., Washington D.C. 20549. You may obtain information on the operation of the public reference room by calling the Commission at 1-800-SEC-0330.

RSC ® , RSC Online ® , RSC Equipment Rental ® and Total Control ® are four of our many trademarks. This prospectus also refers to brand names, trademarks or service marks of other companies. All brand names and other trademarks or service marks cited in this prospectus are the property of their respective holders.

Our website http://www.rscrental.com is included in this prospectus as an inactive textual reference only.

Unless the context otherwise requires, in this prospectus, (i) “RSC Holdings,” formerly known as Atlas Copco North America Inc., or “ACNA”, means RSC Holdings Inc., the issuer of the common stock offered by this prospectus and the ultimate parent company of our operating subsidiaries, (ii) “RSC” means Rental Service Corporation, our primary operating company and an indirect wholly owned subsidiary of RSC Holdings, (iii) “ACAB” means Atlas Copco AB, (iv) “ACF” means Atlas Copco Finance S.à.r.l., (v) “we,” “us” and “our” mean RSC Holdings and its consolidated subsidiaries, including RSC, (vi) “Ripplewood” means RSC

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Acquisition LLC and RSC Acquisition II LLC, (vii) “Oak Hill” means OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC, (viii) the “Sponsors” means Ripplewood and Oak Hill, (ix) “equipment” means industrial, construction and material handling equipment, (x) “Notes” and “Senior Notes” refer to the 9 1 / 2 % Senior Notes issued and sold by Rental Service Corporation and RSC Holdings III, LLC on November 27, 2006, (xi) “EBITDA” means consolidated net income before consolidated net interest expense, consolidated income taxes and consolidated depreciation and amortization, (xii) “Adjusted EBITDA” means “EBITDA” as that term is defined under RSC‟s senior credit facilities, which is generally consolidated net income before consolidated net interest expense, consolidated income taxes, consolidated depreciation and amortization and before certain other items, in each case as more fully described in the agreements governing RSC‟s senior credit facilities, (xiii) we assume no exercise of the underwriters‟ option to purchase additional shares pursuant to the overallotment option, (xiv) we assume that we will issue shares of common stock in this offering, (xv) the information included herein does not give effect to (a) the sale by RSC Holdings in December 2006 of its common stock to and (b) the shares of RSC Holdings‟ common stock underlying the stock options granted to, certain of its officers, or trusts of which its officers were beneficiaries, which we refer to as the “Management Offerings” and (xvi) share information gives effect to a for stock split to be effected prior to the completion of this offering.

We have applied to change the name of Rental Service Corporation to RSC Equipment Rental, Inc. and Rental Service Corporation of Canada Ltd., a wholly owned subsidiary of Rental Service Corporation, to RSC Equipment Rental of Canada Ltd.

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SUMMARY This summary highlights information appearing elsewhere in this prospectus. You should carefully read the entire prospectus, including the section entitled “Risk Factors,” beginning on page 13 and our financial statements and notes to those financial statements included elsewhere in this prospectus before making any investment decision.

Our Company We are one of the largest equipment rental providers in North America. As of September 30, 2006, we operate through a network of 452 rental locations across nine regions in the United States and parts of Canada, including the high growth Sunbelt and Gulf Coast regions. We believe we are the largest or second largest equipment rental provider in the majority of the regions in which we operate. During the eighteen months ended September 30, 2006, we serviced approximately 480,000 customers primarily in the non-residential construction and industrial markets. For the twelve months ended September 30, 2006, we generated approximately 82% of our revenues from equipment rentals, and we derived the remaining 18% of our revenues from sales of used equipment and other related items. We believe our focus on high margin rental revenues, active fleet management and superior customer service has enabled us to achieve significant market share gains exclusively through organic growth while sustaining attractive returns on capital employed. Through September 30, 2006, we experienced positive same store, year-over-year rental revenue growth for the last 13 consecutive quarters, with same store rental revenue growth of approximately 12%, 18% and 21% and operating income growth of approximately 76%, 44% and 46% in 2004, 2005 and the nine months ended September 30, 2006, respectively. We rent a broad selection of equipment, mainly to industrial and non-residential construction companies, ranging from large equipment such as backhoes, forklifts, air compressors, scissor lifts, booms and skid-steer loaders to smaller items such as pumps, generators, welders and electric hand tools. As of September 30, 2006, our rental fleet had an original equipment cost of $2.3 billion covering over 1,400 categories of equipment. We strive to differentiate our offerings through superior levels of equipment availability, reliability and service, and the strength of our fleet lies in its age, condition and diversity. We believe our fleet is the youngest and best maintained in the industry among our key competitors, with an average fleet age of 24.6 months as of September 30, 2006. Our young fleet age provides us with significant operational flexibility, and we actively manage the condition of our fleet in order to provide customers with well maintained and reliable equipment and to support our premium pricing strategy. Our disciplined fleet management strategy enables us to maintain pricing discipline and optimize fleet utilization and capital expenditures. As a result, we have a high degree of equipment sharing and mobility within regions. This enables us to increase equipment utilization and react quickly by adjusting the fleet size in response to changes in customer demand. In addition to our equipment rental operations, we sell used equipment, parts, merchandise and supplies for maintenance, repair and operations.

Industry Overview According to industry sources, the equipment rental market in the United States was a $29.3 billion industry in 2005 and experienced a 10.4% compound annual growth rate between 1990 and 2005. This market is expected to grow to $32.5 billion by the end of 2007. The equipment rental industry encompasses a wide range of rental equipment from small tools to heavy earthmoving equipment, and growth is largely driven by two key factors. First, there is an increasing trend towards renting versus purchasing equipment. The penetration rate for equipment rental in the United States has expanded in line with the increasing recognition of the benefits that equipment rental offers compared to equipment ownership. Industry sources

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estimate there has been an overall growth in rental industry penetration from 5% of total equipment deployed in 1993 to 35% in 2005. Second, the industry has experienced growth in its primary end-markets, which comprise the non-residential construction and industrial markets. The equipment rental industry remains highly fragmented, with large numbers of companies operating on a regional or local scale and the top 10 companies combined accounting for less than 30% of the market by 2005 rental revenues. We expect the larger rental companies to increase their market share by continuing to offer a wide range of high quality and reliable equipment available for rent. The outlook for the equipment rental industry is expected to remain strong, due to such positive macroeconomic factors as: • the continuing trend toward rental instead of ownership; • continued growth in non-residential building construction spending, which, according to Maximus Advisors, is expected to grow 9.3% in 2007; and • increased capital investment by industrial companies. Furthermore, the reconstruction efforts in the Gulf Coast have resulted in increased regional demand for rental equipment, which we expect to continue in the near future assuming reconstruction efforts continue.

Competitive Strengths We believe that the following strengths provide us with significant competitive advantages and the opportunity to achieve continued growth and profitability: Leading North American equipment rental provider with national footprint and significant scale. We are one of the largest equipment rental providers in North America and we believe we are the largest or second largest equipment rental provider in the majority of the regions in which we operate. As of September 30, 2006, we operate through a network of 452 rental locations in 39 U.S. states and 4 Canadian provinces, including the high growth Sunbelt and Gulf Coast regions. Our scale and strong national footprint enable us to effectively service our customers in multiple geographic locations as well as our customers with exclusively local needs. In addition, the depth and breadth of our offerings enable us to service the majority of the equipment rental needs of our customers across multiple market segments. We believe that our broad geographical footprint reduces the impact of regional economic downturns and seasonal fluctuations in demand, and enables us to take advantage of growth opportunities, including those arising from the fragmented nature of the U.S. equipment rental industry. In addition, we believe our size and market presence allow us to achieve economies of scale in capital investment. High quality rental fleet. We believe our diverse equipment fleet is the youngest, best maintained and most reliable in the industry among our key competitors. At September 30, 2006, our rental fleet had an original equipment cost of approximately $2.3 billion and an average fleet age of 24.6 months, compared to $1.7 billion and 44 months, respectively, at the end of 2003. We employ a rigorous preventive maintenance and repair program to maximize the reliability, utilization and useful life of our fleet. In September 2006, 97.4% of our fleet was current on its manufacturer‟s recommended preventive maintenance, resulting in high fleet reliability levels and high levels of our fleet being available to customers for rent. Because our fleet is young, well maintained and reliable, we expect to be able to support our premium pricing strategy and broaden our customer base. In addition, we believe that our fleet‟s young age and condition enable us to withstand cyclical downturns in our industry better than our competitors due to our ability to reduce capital expenditures on new equipment without compromising the quality of the equipment we offer to customers.

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Highly disciplined fleet management and procurement process. Our highly disciplined approach to acquiring, deploying, sharing, maintaining and divesting fleet represents a key competitive advantage and is the main reason that we believe we lead the industry in profitability and return on invested capital. As of September 30, 2006, we invested approximately $2.0 billion in new fleet since the beginning of 2003 to meet customer demand and to optimize the diversity and condition of our fleet. Our fleet utilization increased from 57% for the twelve months ended September 30, 2002 to over 72% for the twelve months ended September 30, 2006. We believe that our centralized fleet management strategy is a key driver of the success of our fleet management process. Our strategy facilitates the fluid transfer of our fleet among regions to adjust to local customer demand. We base our fleet investment decisions on locally forecasted quarterly rental revenues, target utilization levels and targeted rental rates. Our corporate fleet management approves fleet investments if the investments are projected to meet pre-specified return thresholds and the requirements cannot be satisfied through fleet redeployment. In addition, we utilize advanced management information systems to continuously monitor the profitability of our equipment fleet and our branches, including customer and transaction data, such as equipment rental rates and utilization. We also seek to maintain a disciplined and consolidated approach to supplier vendor negotiations by making equipment purchases continuously throughout the year rather than through long term purchase agreements. By avoiding long term supply contracts and placing equipment orders on a quarterly basis, we are better able to manage the size of the fleet, profitably grow market share and make real-time decisions based on efficiency and return requirements. Superior customer service. Senior management is committed to creating a customer focused culture, and we spend significant time and resources to train our personnel to effectively service our customers. We utilize innovative service offerings, including Total Control, a proprietary software system available to customers for management of their rented and owned equipment fleet and services, and an in-house 24/7 call center. We also maintain a proprietary dispatch system combined with a GPS equipped truck fleet for efficient delivery and pick-up processes. We regularly solicit feedback from our customers through focus groups and annual telephone surveys with approximately 23,000 calls to customers. We believe that these customer initiatives help support our premium pricing strategy, and we estimate that a substantial portion of our total revenues for the nine months ended September 30, 2006 was derived from existing customers. Diverse and stable customer base. We serviced over 480,000 customers during the eighteen months ended September 30, 2006, primarily in the non-residential construction and industrial markets, and customers from these markets accounted for 94% of our total revenues for the twelve months ended September 30, 2006. Our customers represent a wide variety of industries, such as the non-residential construction, petrochemical, paper/pulp and food processing industries. We have long and stable relationships with most of our customers, including relationships in excess of 10 years with the majority of our top 20 customers. We continue to diversify our customer base by growing our long-standing presence in the industrial market. During the twelve months ended September 30, 2006, no one customer accounted for more than 1.5% of our total revenues and our top 10 customers combined represented approximately 7% of our total revenues. Decentralized organizational structure drives local business. We believe our ability to respond quickly to our customers‟ demands is a key to profitable growth, and our highly decentralized organizational structure facilitates our ability to effectively service our customers in each of our local markets. We are organized in three geographic divisions across the United States and parts of Canada, each overseeing three regions. Each of our nine regions has a regional vice president responsible for operations and profitability and each region is split into districts headed by district managers typically overseeing five to six stores, each managed by a

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store manager. Compensation for each of these management employees is based on local results, targeted operating margins and rental revenue growth and accountability is maintained on a daily basis through our operating systems, which provide real time information on key operational and financial metrics, and monthly reviews of financial performance. We also conduct formal management review meetings every four months to assess operational and financial objectives, develop near-term strategy and discuss personnel development. Since 2001, our decentralized management structure has focused exclusively on organic growth, resulting in same store rental revenue growth of approximately 12% in 2004, 18% in 2005 and 21% in the nine months ended September 30, 2006. Experienced and proven management team. Our executive management team has significant experience operating businesses in capital intensive industries and has a successful track record of delivering strong financial results and significant operational efficiencies. Since 2001, our management team has transformed our operational and financial performance by focusing on capital efficiency and returns, investments in human and capital resources, brand development and the redesign and implementation of significantly improved internal processes, including processes for managing our fleet, operating our stores and pricing our offerings. Our current management team led the effort to decentralize the business into nine regions, allowing regional leadership to take responsibility for regional profit and loss, thereby improving customer service and results. Under our management team‟s leadership, our operating income margins increased from 10.4% in 2003 to 26.1% for the nine months ended September 30, 2006. Supporting our management team‟s initiatives is a highly motivated and experienced group of nine regional vice presidents with an average of approximately 17 years of industry experience.

Business Strategy Increase market share and pursue profitable growth. We believe that our high quality fleet, large scale and national footprint and superior customer service position us to continue to gain market share in the highly fragmented U.S. equipment rental market. We intend to take advantage of the opportunities for profitable growth within the North American equipment rental market by: • continuing to drive the profitability of existing stores and pursuing same store growth; • continuing to invest in and maintain our high quality fleet to meet local customer demands; • leveraging our reputation for superior customer service to increase our customer base; • increasing our market penetration by opening new stores in targeted growth markets, many of which will be adjacent to current operations, which will allow us to leverage existing infrastructure and customer relationships; • increasing our presence in complementary rental and service offerings, many of which can be offered from our existing locations and provide incremental opportunities to increase same store revenues, margins and return on investment; • continuing to align incentives for local management teams with both profit and growth targets; and • pursuing selected acquisitions in attractive markets, subject to economic conditions. Further drive profitability, cash flow and return on capital. increase the profitability of our operations by continuing to: • focus on the higher margin rental business; We believe there are opportunities to further

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• actively manage the quality, reliability and availability of our fleet and offer superior customer service, which supports our premium pricing strategy; • evaluate each new investment in fleet based on strict return guidelines; • deploy and allocate fleet among our operating regions based on pre-specified return thresholds to optimize utilization; and • use our size and market presence to achieve economies of scale in capital investment. Further enhance our industry leading customer service. We believe that our position as a leading provider of rental equipment to our customers is driven in large part by our superior customer service and our reputation for such service. We intend to maintain our reputation, which we believe will allow us to further expand our customer base and increase our share of the fragmented U.S. equipment rental market, by continuing to: • meet our customers‟ demands for superior fleet quality, availability and reliability; • recruit, train and retain a high quality work force able to forge strong relationships with customers; • provide customers with comprehensive and responsive service, including through our in-house 24/7 call center; and • solicit customer feedback through focus groups and customer satisfaction telephone surveys to continuously improve our customer service.

Our Principal Stockholders The Sponsors and ACF currently own approximately 85% and 14%, respectively, of our outstanding common stock and, following the completion of this offering and assuming that the underwriters do not exercise their option to purchase additional shares, they will continue to own approximately % and %, respectively, of our outstanding common stock. Of the ten members currently serving on our Board of Directors, eight are principals of the Sponsors, four from each of Ripplewood and Oak Hill. Under the terms of an amended and restated stockholders agreement to be entered into among RSC Holdings, the Sponsors and ACF in connection with this offering, or the “Amended and Restated Stockholders Agreement,” the Sponsors will each have certain rights regarding the nomination of candidates for election to our Board of Directors. Upon completion of this offering, the Sponsors will continue to have the right to nominate a majority of the members of our Board of Directors. In addition, this agreement will continue to provide rights and restrictions with respect to certain transactions in our securities entered into by the Sponsors. Ripplewood Holdings L.L.C. Founded in 1995, Ripplewood Holdings L.L.C. manages over $4 billion and makes industry-focused leveraged investments through several institutional private equity funds. To date, the firm has invested in transactions valued at over $15 billion in the U.S., Asia and Europe. Significant investments, other than in connection with the Sponsors‟ investment in RSC Holdings, include ICM Equipment Company, Asbury Automotive Group, Kraton Polymers, Japan Telecom, Shinsei Bank, Commercial International Bank, Time-Life, Saft Power Systems, and Supresta. RSC Acquisition, LLC and RSC Acquisition II, LLC are special purpose entities formed by Ripplewood Holdings L.L.C. (which includes Ripplewood Partners II, LP, Ripplewood Partners II Parallel Fund, LP, and Ripplewood Partners II Offshore Parallel Fund, LP) for the purposes of Ripplewood Holdings L.L.C.‟s investment in RSC Holdings.

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Oak Hill Capital Partners Oak Hill Capital Partners is a private equity firm with more than $4.6 billion of committed capital from leading entrepreneurs, endowments, foundations, corporations, pension funds and global financial institutions. Robert M. Bass is the lead investor. Over a period of nearly 20 years, the professionals at Oak Hill Capital Partners have invested in more than 50 significant private equity transactions. Investments, other than in connection with the Sponsors‟ investment in RSC Holdings, include Williams Scotsman, TravelCenters of America, EXL Services, Duane Reade, Primus International, Progressive Molded Products, and Genpact. Oak Hill Capital Partners is one of several Oak Hill partnerships, each of which has a dedicated and independent management team. These partnerships comprise over $20 billion of investment capital across multiple asset classes, including private equity, special situations, high yield and bank debt, venture capital, real estate, a public equity exchange fund and a global fixed income and equity hedge fund (the “Oak Hill Partnerships”). OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC are special purpose entities formed by Oak Hill Capital Partners II, L.P. (one of the Oak Hill Capital Partnerships) and related entities for the purposes of Oak Hill Capital Partners‟ investment in RSC Holdings. * * * * RSC Holdings is incorporated under the laws of the state of Delaware. Our corporate headquarters are located at 6929 E. Greenway Parkway, Scottsdale, Arizona 85254. Our telephone number is (480) 905-3300.

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The Offering Common stock offered shares of common stock, without par value, of RSC Holdings, or „„our common stock.”

Shares of common stock offered by RSC Holdings Shares of common stock outstanding after the offering Option to purchase additional shares of common stock Use of proceeds The underwriters have a 30-day option to purchase up to of our common stock. shares

Our net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $ million (or $ million if the overallotment option is exercised in full), assuming an offering price equivalent to the midpoint of the range set forth on the cover page of this prospectus. We intend to use the net proceeds of this offering to repay $ of our existing indebtedness with the remainder to be used for general corporate purposes. We do not expect to pay dividends on our common stock for the foreseeable future.

Dividend policy

Proposed New York Stock Exchange symbol shares of our common stock will be outstanding after this offering.

Risk Factors You should consider carefully all of the information set forth in this prospectus and, in particular, the information under the heading “Risk Factors” beginning on page 13 for risks involved in investing in our common stock.

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Summary Historical And Unaudited Pro Forma Financial Data The following table presents summary historical and unaudited pro forma consolidated financial information. The unaudited summary condensed consolidated statements of income data for the nine months ended September 30, 2005 and September 30, 2006 and the unaudited condensed consolidated balance sheet data as of September 30, 2006 presented below were derived from our unaudited interim consolidated financial statements and the related notes thereto included in this prospectus. The summary consolidated statements of income data for each of the years in the three-year period ended December 31, 2005 presented below were derived from our audited annual consolidated financial statements and the related notes thereto included in this prospectus. The unaudited operating results for the nine months ended September 30, 2005 and 2006 include all adjustments (consisting only of normal recurring adjustments) that we consider necessary for a fair statement of the results for such interim periods. The unaudited interim results are not necessarily an indication of the results for the full year. The unaudited pro forma as adjusted financial data below for the twelve months ended September 30, 2006 reflect adjustments to our historical financial data to give effect to (i) the Recapitalization (as defined in “Recent Transactions—The Recapitalization”) and the use of the net proceeds therefrom and (ii) the sale of the common stock offered by this prospectus at an assumed initial offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and the use of net proceeds therefrom as if such transactions had occurred on January 1, 2005 for income statement purposes. The unaudited pro forma as adjusted financial data below as of September 30, 2006 reflect adjustments to our historical financial data to give effect to (i) the Recapitalization and the use of the net proceeds therefrom and (ii) the sale of the common stock offered by this prospectus at an assumed initial offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and the use of the net proceeds therefrom as if such transactions had occurred on September 30, 2006 for balance sheet purposes. We calculate earnings per share on a pro forma basis, based on an assumed number of shares outstanding at the time of the initial public offering with respect to the existing shares. You should read the following summary historical and pro forma financial data in conjunction with the historical financial statements and other financial information appearing elsewhere in this prospectus, including “Capitalization,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Selected Historical Consolidated Financial Data” and “Management‟s Discussion and Analysis of Financial Condition and Results of Operations.”

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Historical Year Ended December 31, 2003 2004 2005 Nine Months Ended September 30, 2005 2006 ($ in thousands)

Pro Forma for the Recapitalization for the Twelve Months Ended September 30, 2006

Pro Forma for the Recapitalization and as adjusted for the Offering for the Twelve Months Ended September 30, 2006

Statement of income data: Revenues: Equipment rental revenue Sale of merchandise Sale of used rental equipment Total revenues Cost of revenues: Cost of equipment rentals, excluding depreciation Depreciation—rental equipment Cost of sales of merchandise Cost of rental equipment sales Total cost of revenues Gross profit Other operating expenses: Selling, general, and administrative Depreciation and amortization—non-rental Total operating expenses Operating income Interest expense Other income, net Income before provisions for income taxes Provision for income taxes Net income Pro forma weighted average shares outstanding (in millions) (unaudited) (1) Basic and diluted Pro forma earnings per share (unaudited) (1) Basic and diluted Other financial data: EBITDA (2) Adjusted EBITDA (2) Adjusted EBITDA margin Depreciation of rental equipment and depreciation and amortization of non-rental Capital expenditures: Rental Non-rental Proceeds from sales of used equipment and non-rental equipment Net capital expenditures Other operational data (unaudited): Utilization (3) Average fleet age (months) Same store revenues growth Employees (4)

$

899,203 178,374 140,424 1,218,001

$

984,517 162,720 181,486 1,328,723

$

1,140,329 102,894 217,534 1,460,757

$

825,401 77,005 161,067 1,063,473

$

1,008,646 70,773 147,893 1,227,312

$

1,323,574 96,662 204,360 1,624,596

$

494,056 187,859 138,056 110,458 930,429 287,572 128,044 32,320 160,364 127,208 54,983 (119 )

492,323 192,323 122,873 147,131 954,650 374,073 118,130 32,641 150,771 223,302 45,666 (58 )

527,208 212,325 69,914 173,276 982,723 478,034 122,281 33,776 156,057 321,977 64,280 (100 )

390,833 156,358 52,777 129,589 729,557 333,916 89,093 25,343 114,436 219,480 49,428 (113 )

436,339 186,277 43,649 112,889 779,154 448,158 99,164 28,419 127,583 320,575 73,553 (311 )

572,714 242,244 60,787 156,575 1,032,320 592,276 144,478 36,852 181,330 410,946 254,690 (298 )

72,344 26,437 $ 45,907 $

177,694 66,717 110,977 $

257,797 93,600 164,197 $

170,165 60,154 110,011 $

247,333 92,848 154,485 $

156,554 58,770 97,784 $

$

347,387 $ 347,819 28.6 %

448,266 $ 449,575 33.8 %

568,078 $ 571,155 39.1 %

401,181 $ 403,583 37.9 %

535,271 $ 536,081 43.7 %

690,042 $ 703,653 43.3 %

220,179 $ 243,777 9,727 $

224,964 419,900 33,490 $

246,101 691,858 4,641 $

181,701 537,136 1,711 $

214,696 640,238 16,757 $

279,096 794,960 19,686 $

(146,956 ) $ 106,548 $

(215,622 ) 237,768 $

(233,731 ) 462,768 $

(173,694 ) 365,153 $

(161,091 ) 495,904 $

(221,128 ) 593,518 $

63.9 % 44.0 0.9 % 4,991

67.7 % 40.0 11.8 % 4,812

70.6 % 30.2 17.6 % 4,938

69.7 % 32.1 20.3 % 4,881

71.9 % 24.6 21.0 % 5,114

72.2 % 24.6 21.1 % 5,114

% %

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Historical September 30, 2006

Pro Forma for the Recapitalization as of September 30, 2006 ($ in thousands)

Pro Forma for the Recapitalization and as adjusted for the Offering as of September 30, 2006

Balance sheet data: Assets Cash Accounts receivable, net Inventory Rental equipment, net Property and equipment, net Goodwill Other assets Total assets Liabilities Accounts payable Accrued expenses and other liabilities Debt Deferred income taxes Total liabilities Stockholders’ equity (deficit) Preferred stock (50,000 authorized; no shares issued and outstanding) Series A preferred stock (200 shares authorized; 154 shares issued and outstanding) Common stock, without par value (100,000 shares authorized; 88,339 shares issued and outstanding actual) (5) Accumulated deficit Accumulated other comprehensive income Total stockholders’ equity (deficit) Total liabilities and stockholders’ equity (deficit)

$

639 268,833 18,953 1,761,617 162,549 925,621 13,772 3,151,984

$

4,854 268,833 18,953 1,761,617 162,549 925,621 82,455 3,224,882

$

$

$

$

$

412,106 177,949 1,302,651 295,694 2,188,400

$

412,106 177,949 2,996,601 295,694 3,882,350

$

—

—

350,000

—

1,115,722 (513,733 ) 11,595 $ $ 963,584 3,151,984 $ $

1,465,722 (2,134,785 ) 11,595 (657,468 ) 3,224,882 $ $

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The following table reconciles net income to EBITDA and Adjusted EBITDA:
Pro Forma for the Recapitalization and as adjusted for the Offering for the Twelve Months Ended September 30,

Historical Year Ended December 31, 2003 2004 2005 Nine Months Ended September 30, 2005 2006 ($ in thousands)

Pro Forma for the Recapitalization for the Twelve Months Ended September 30, 2006

Net income Depreciation of rental equipment and depreciation and amortization of non-rental Interest expense Provision for income taxes Other income, net EBITDA Adjustments: Share appreciation rights(a) Transaction costs and management fees(b) Adjusted EBITDA

$

45,907

$ 110,977

$ 164,197

$ 110,011

$ 154,485

$

97,784

$

220,179 54,983 26,437 (119 ) $ 347,387

224,964 45,666 66,717 (58 ) $ 448,266

246,101 64,280 93,600 (100 ) $ 568,078

181,701 49,428 60,154 (113 ) $ 401,181

214,696 73,553 92,848 (311 ) $ 535,271 $

279,096 254,690 58,770 (298 ) 690,042 $

432

1,309

3,077

2,402

810

1,485

— $ 347,819

— $ 449,575

— $ 571,155

— $ 403,583

— $ 536,081 $

12,126 703,653 (c) $

__

(a) RSC Holdings Inc. has a liability for key employee share appreciation rights (“SARS”). SARS do not entitle the holder to acquire shares, but only to receive, in cash, from ACAB the difference between the price of ACAB‟s A-shares at exercise and the price of those shares determined at the grant date. (b) Transaction costs include one-time fees and expenses related to the consummation of the Recapitalization and not otherwise amortized or applied to stockholders‟ equity. The pro forma amount shown also includes annual management fees of $6 million. (c) Does not reflect an estimate of approximately $3.4 million of legal, tax and other costs that we will assume for services previously provided to us by ACAB.

(1) Basic and diluted pro forma weighted average shares outstanding give effect to the Recapitalization and the issuance of shares sold in this offering. Pro forma basic and diluted earnings per share for the twelve months ended September 30, 2006 is computed by dividing pro forma earnings by the pro forma weighted average number of shares outstanding for the period.

(2) We present EBITDA in this prospectus because we believe it provides investors with important additional information to evaluate our performance. We believe EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry, although our method of calculating EBITDA and Adjusted EBITDA may vary from the method used by other companies. In addition, we believe that investors, analysts and rating agencies will consider EBITDA useful in measuring our ability to meet our debt service obligations. However, EBITDA is not a recognized measurement under U.S. Generally Accepted Accounted Principles (“GAAP”), and when analyzing our performance, investors should use EBITDA in addition to, and not as an alternative to, net income or net cash provided by

operating activities as defined under GAAP. Adjusted EBITDA as presented herein is a financial measure used in the credit agreements for RSC‟s Senior ABL Facilities and Senior Term Facility. Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to

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operating income or net income as a measure of operating results or cash flows as a measure of liquidity. Adjusted EBITDA differs from the term “EBITDA” as it is commonly used. Adjusted EBITDA generally is defined as consolidated net income before consolidated net interest expense, consolidated income taxes, consolidated depreciation and amortization, other non-cash expenses and charges deducted in determining consolidated net income (loss), non-cash provisions for reserves for discontinued operations, extraordinary, unusual or non-recurring items, gain or loss associated with the sale or write down of assets not in the ordinary course of business, certain management fees paid to Ripplewood Holdings L.L.C. and Oak Hill Capital Management, LLC, and the cumulative effect of accounting changes and earnings of, but including cash dividends or distributions from, non-controlled affiliates. In addition, Adjusted EBITDA is reduced by the amount of certain permitted dividends to RSC Holdings. Borrowings under our Senior ABL Facilities (as defined under “Recent Transactions — The Recapitalization”) are a key source of our liquidity. Our ability to borrow under our Senior ABL Facilities (as defined under “Recent Transactions — The Recapitalization”) depends upon, among other things, the maintenance of a sufficient borrowing base under the Senior ABL Facilities. If we fail to maintain a specified minimum level of borrowing capacity under the Senior ABL Facilities, we will then be subject to financial covenants under the Senior ABL Facilities, including a specified debt to EBITDA (as adjusted) leverage ratio and a specified EBITDA (as adjusted) to fixed charges coverage ratio. Failure to comply with these financial ratio covenants would result in a default under the credit agreement for our Senior ABL Facilities and, absent a waiver or an amendment from our lenders, permit the acceleration of all outstanding borrowings under our Senior ABL Facilities. For further information on the terms of the Senior ABL Facilities, see “Description of Certain Indebtedness—Senior ABL Facilities.” (3) Utilization is defined as the average dollar value of equipment currently rented by customers (based on original equipment cost) for the relevant period divided by the average aggregate dollar value of all equipment (based on original equipment cost) for the relevant period.

(4) Employee count is given as of the end of the period indicated. (5) 23,951 shares were issued and outstanding on a pro forma basis after giving effect to the Recapitalization and the use of the net proceeds therefrom (not including the effect of a 1 for 100 stock split on November 27, 2006), and shares were issued and outstanding on a pro forma basis for the Recapitalization and the use of the net proceeds therefrom and as adjusted for this offering and the use of the net proceeds therefrom.

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RISK FACTORS Our business is subject to a number of important risks and uncertainties, some of which are described below. Any of these risks may have a material adverse effect on our business, financial condition, results of operations and cash flows. In such a case, you may lose all or part of your investment in our common stock.

Risks Related to Our Business Our business could be hurt by a decline in non-residential construction and industrial activities or a decline in the amount of construction equipment that is rented. As of September 30, 2006 and December 31, 2005, our non-residential construction and industrial customers together accounted for approximately 94% of our total revenues. A weakness in non-residential construction or industrial activity, or a decline in the desirability of renting equipment, may decrease the demand for our equipment or depress the prices we charge for our products and services. We have identified below certain factors which may cause weakness, either temporary or long-term, in the non-residential construction and industrial sectors: • weakness in the economy or the onset of a recession; • an increase in the cost of construction materials; • an increase in interest rates; • adverse weather conditions or natural disasters which may temporarily affect a particular region; or • terrorism or hostilities involving the United States or Canada. A weakness in the non-residential construction and industrial sectors caused by these or other factors could have a material adverse effect on our business, financial conditions, results of operations and cash flows and may have a material adverse effect on residual values realized on the disposition of our rental equipment. We face intense competition that may lead to our inability to increase or maintain our prices, which could have a material adverse impact on our results of operations. The equipment rental industry is highly competitive and highly fragmented. Many of the markets in which we operate are served by numerous competitors, ranging from national equipment rental companies, like ourselves, to smaller multi-regional companies and small, independent businesses with a limited number of locations. See “Business—Competition.” Some of our principal competitors are less leveraged than we are, have greater financial resources, may be more geographically diversified, may have greater name recognition than we do and may be better able to withstand adverse market conditions within the industry. We generally compete on the basis of, among other things, quality and breadth of service, expertise, reliability, price and the size, mix and relative attractiveness of our rental equipment fleet, which is significantly affected by the level of our capital expenditures. If we are required to reduce or delay capital expenditures for any reason, including due to restrictions contained in the Senior Credit Facilities or the indenture governing the Notes, the aging of our rental fleet may place us at a disadvantage compared to our competitors and adversely impact our pricing. In addition, our competitors may seek to compete aggressively on the basis of pricing. To the extent that we choose to match our competitors‟ downward pricing, it could have a material adverse impact on our results of operations. To the extent that we choose not to match or remain within a reasonable competitive distance from our competitors‟ pricing, it could also have a material adverse impact on our results of operations, as we may lose rental volume.

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We may also encounter increased competition from existing competitors or new market entrants in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our revenues and operating results may fluctuate and any unexpected periods of decline could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our revenues and operating results have varied historically from period to period and may continue to do so. We have identified below certain of the factors which may cause our revenues and operating results to vary: • changes in demand for our equipment or the prices we charge due to changes in economic conditions, competition or other factors; • the timing of expenditure for new equipment and the disposal of used equipment; • changes in the interest rates applicable to our variable rate debt; • general economic conditions in the markets where we operate; • the cyclical nature of our customers‟ businesses, particularly those operating in the non-residential construction and industrial sectors; • price changes in response to competitive factors; • seasonal rental patterns, with rental activity tending to be lowest in the winter; • timing of acquisitions and new location openings and related costs; • labor shortages, work stoppages or other labor difficulties; • possible unrecorded liabilities of acquired companies; • our effectiveness in integrating acquired businesses and new locations into our existing operations; and • possible write-offs or exceptional charges due to changes in applicable accounting standards, impairment of obsolete or damaged equipment or other assets, or the refinancing of our existing debt. One or a number of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our expenses could increase and our relationships with our customers could be hurt if there is an adverse change in our relationships with our equipment suppliers or if our suppliers are unable to provide us with products we rely on to generate revenues. All of our inventory consists of equipment products that we purchase from various suppliers and manufacturers. We rely on these suppliers and manufacturers to provide us with equipment which we then rent to our customers. We have not entered into any long-term equipment supply arrangements with manufacturers. To the extent we are unable to rely on these suppliers and manufacturers, either due to an adverse change in our relationships with them, or if they significantly raised their costs, or such suppliers or manufacturers simply are unable to supply us with equipment in a timely manner, our business could be adversely affected through higher costs or the resulting potential inability to service our customers. We may experience delays in receiving equipment from some manufacturers due to factors beyond our control, including raw material shortages, and, to the extent that we experience any such delays, our business could be hurt by the resulting inability to service our customers.

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In addition, while we have negotiated favorable payment terms with the suppliers that provide us with the majority of our equipment, these payment terms may not be available to us at a later time. If our operating costs increase as our rental fleet ages and we are unable to pass along such costs, our earnings will decrease. As our fleet of rental equipment ages, the cost of maintaining such equipment, if not replaced within a certain period of time, will likely increase. The costs of maintenance may materially increase in the future. Any material increase in such costs could have a material adverse effect on our business, financial condition and results of operations. The cost of new equipment we use in our rental fleet is increasing and therefore we may spend more for replacement equipment, and in some cases we may not be able to procure equipment on a timely basis due to supplier constraints. The cost of new equipment used in our rental fleet increased in 2005 and 2006. These cost increases are due primarily to increased material costs, including increases in the cost of steel, which is a primary material used in most of the equipment we use, and increases in the cost of fuel, which is used in the manufacturing process and in delivering equipment to us. Although these increases did not have a significant impact on our financial conditions and results of operations in the last fiscal year, these increases could materially adversely impact our financial condition and results of operations in future periods. Our rental fleet is subject to residual value risk upon disposition. The market value of any given piece of rental equipment could be less than its depreciated value at the time it is sold. The market value of used rental equipment depends on several factors, including: • the market price for new equipment of a like kind; • wear and tear on the equipment relative to its age and the performance of preventive maintenance; • the time of year that it is sold; • worldwide and domestic demand for used equipment; and • general economic conditions. We include in income from operations the difference between the sales price and the depreciated value of an item of equipment sold. Changes in our assumptions regarding depreciation could change both our depreciation expense as well as the gain or loss realized upon disposal of equipment. Sales of our used rental equipment at prices that fall significantly below our projections, or our inability to sell such equipment at all, could have a negative impact on our results of operations. Our reliance on available borrowings under our Senior ABL Facilities and cash from operating activities to purchase new equipment subjects us to a number of risks, many of which are beyond our control. We rely significantly on available borrowings under our Senior ABL Facilities to purchase equipment. As of November 27, 2006 (the “Recapitalization Closing Date”), we had commitments for $576 million of available borrowings under the revolving credit portion of our Senior ABL Facilities (including amounts used to refinance existing letters of credit, of which approximately $42 million was outstanding as of the closing of the Recapitalization), which amount is subject to potential reduction as a result of our obligation to make a payment to ACF in respect

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of a post-closing adjustment to the recapitalization purchase price, or the “Recapitalization Purchase Price”, as described under “Recent Transactions—The Recapitalization—The Recapitalization Agreement”, and subject to the covenants and other financial restrictions set forth therein. If our access to such financing were unavailable, reduced or were to become significantly more expensive for any reason, including, without limitation, due to our inability to meet the coverage ratio or leverage ratio tests in our Senior ABL Facilities or satisfy any other condition in the facilities or due to an increase in interest rates generally, we may not be able to finance new equipment acquisitions on favorable terms, or at all. In addition, if we are unable to generate excess cash from operating activities after servicing our debt due to negative economic or industry trends including, among others, those set forth above under “—Our business could be hurt by a decline in non-residential construction and industrial activities or a decline in the amount of construction equipment that is rented” and “—We face intense competition that may lead to downward pricing, or an inability to increase prices, which could have a material adverse impact on our results of operations,” and we are not able to finance new equipment acquisitions, we may not be able to make necessary equipment rental acquisitions at all. Any failure of ACAB and ACF to indemnify us against and defend us from certain claims in accordance with the terms of the Recapitalization Agreement could have a material adverse effect on us. Pursuant to the Recapitalization Agreement, and subject to certain limitations set forth therein, ACAB and ACF have agreed to indemnify RSC Holdings and its subsidiaries, including each of RSC and RSC Holdings III, LLC, against and defend us from all losses, including costs and reasonable expenses, resulting from certain claims related to the Recapitalization and our business, including, without limitation: claims alleging exposure to silica and asbestos; the transfer of certain businesses owned by RSC Holdings but not acquired by the Sponsors in connection with the Recapitalization; certain employee-related matters; any activities, operations or business conducted by RSC Holdings or any of its affiliates other than our business; and certain tax matters. ACAB‟s and ACF‟s indemnity for claims related to alleged exposure to silica entitles us to coverage for one-half of all silica related losses until the aggregate amount of such losses equals $10 million and to coverage for such losses in excess of $10 million until the aggregate amount of such losses equals $35 million. ACAB‟s and ACF‟s general indemnity for breach of representations and warranties related to our business covers aggregate losses in excess of $33 million, excluding any individual loss of less than $75,000, and the maximum we can recover is 20% of the Recapitalization Purchase Price, as adjusted in accordance with the Recapitalization Agreement. Furthermore, ACAB and ACF may not have sufficient assets, income and access to financing to enable them to satisfy their indemnification obligations under the Recapitalization Agreement or that they will continue to honor those obligations. If ACAB or ACF do not satisfy or otherwise honor their obligations, we may be forced to bear the losses described above. Any failure by ACAB or ACF to perform these obligations could have a material adverse effect on us. Disruptions in our information technology systems could limit our ability to effectively monitor and control our operations and adversely affect our operating results. Our information technology systems facilitate our ability to monitor and control our operations and adjust to changing market conditions. Any disruptions in these systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, materially adversely affect our financial condition or operating results by limiting our capacity to effectively monitor and control our operations and adjust to changing market conditions in a timely manner. In addition, because our systems contain information about individuals and businesses, our failure to maintain the security of the data we hold, whether the result of our own error or the malfeasance or errors of others, could harm our reputation

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or give rise to legal liabilities leading to lower revenues, increased costs and other material adverse effects on our results of operations. After this offering, the Sponsors or their affiliates may compete directly against us. Corporate opportunities may arise in the area of potential competitive business activities that may be attractive to us as well as to one or more of the Sponsors or their affiliates, including through potential acquisitions by one or more Sponsors or their affiliates of competing businesses. Any competition could intensify if an affiliate or subsidiary of one or more of the Sponsors were to enter into or acquire a business similar to our equipment rental operations. Given that after the consummation of this offering we will not be controlled by any one of the Sponsors, the Sponsors and their affiliates may be inclined to direct relevant corporate opportunities to entities which they control individually rather than to us. In addition, our amended and restated certificate of incorporation will provide that the Sponsors are under no obligation to communicate or offer any corporate opportunity to us, even if such opportunity might reasonably have been expected to be of interest to us or our subsidiaries. See “Description of Capital Stock” and “Certain Relationships and Related Party Transactions—Stockholders Agreement.” ACAB may compete against us in the future. Certain affiliates of ACAB are participants in the equipment rental industry. In addition, following the expiration of a non-compete provision in the Recapitalization Agreement two years following the Recapitalization Closing Date, ACAB and its affiliates will be free to compete with us in the rental equipment industry in the United States and Canada. In addition, nothing in the Recapitalization Agreement prohibits ACAB and its affiliates from (i) conducting (a) any business they conduct immediately prior to closing, including the operation of the Prime Energy division‟s oil-free compressor equipment rental and sales business, which was transferred to an affiliate of ACAB, (b) the business of selling, renting (as long as such renting is not in competition with our business) and leasing products they manufacture, or selling used equipment, (c) the rental equipment business outside of the United States and Canada, (ii) investing in or holding not more than 10% of the outstanding capital stock of an entity that competes with us or (iii) acquiring and continuing to own and operate an entity that competes with us, provided the rental revenues of such entity in the United States and Canada account for no more than 20% of such entity‟s consolidated revenues at the time of such acquisition. Therefore, notwithstanding the non-compete provision of the Recapitalization Agreement,

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ACAB and its affiliates may, to the extent described above, compete against us. We have not instituted any formal plans to address any conflicts of interest that may arise. If we acquire any businesses in the future, they could prove difficult to integrate, disrupt our business, or have an adverse effect on our results of operations. We intend to pursue growth primarily through internal growth, but from time to time we may consider opportunistic acquisitions which may be significant. Any future acquisition would involve numerous risks including, without limitation: • potential disruption of our ongoing business and distraction of management; • difficulty integrating the acquired business; and • exposure to unknown liabilities, including litigation against the companies we may acquire. If we make acquisitions in the future, acquisition-related accounting charges may affect our balance sheet and results of operations. In addition, the financing of any significant acquisition may result in changes in our capital structure, including the incurrence of additional indebtedness. We may not be successful in addressing these risks or any other problems encountered in connection with any acquisitions. If we fail to retain key management and personnel, we may be unable to implement our business plan. The most important factor in our ability to profitably execute our business plan is our ability to attract, develop and retain qualified personnel, particularly regional and district management. Our success in attracting and retaining qualified people is dependent on the resources available in individual geographic areas and the impact on the labor supply due to general economic conditions as well as our ability to provide a competitive compensation package and work environment. We are exposed to various possible claims relating to our business and our insurance may not fully protect us. We are exposed to various possible claims relating to our business. These possible claims include those relating to (1) personal injury or death caused by equipment rented or sold by us, (2) motor vehicle accidents involving our vehicles and our employees, (3) employment-related claims and (4) commercial claims. Currently, we believe that we have adequate insurance coverage for the protection of our assets and operations. However, such insurance may not fully protect us for a number of reasons including: • the insurance policies relating to our operations are subject to deductibles or self-insured retentions of $1 million for general liability and $1.5 million for automobile liability, on a per occurrence basis and $500,000 per occurrence for workers‟ compensation claims; • our general liability policy provides coverage for sudden and accidental pollution for up to $3 million; and • certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third party lawsuits, might not be covered by our insurance. If we are found liable for any significant claims that are not covered by insurance, our liquidity and operating results could be materially adversely affected. It is possible that our insurance carrier may disclaim coverage for the class action and derivative lawsuits against us.

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It is also possible that some or all of the insurance that is currently available to us will not be available in the future on economically reasonable terms, or not available at all. We may be unable to establish and/or maintain an effective system of internal control over financial reporting and comply with Section 404 of the Sarbanes-Oxley Act of 2002 and other related provisions of the U.S. securities laws. In connection with this initial public offering, we will be required to file certain reports, including annual and quarterly periodic reports, under the Securities Exchange Act of 1934. The Commission, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company‟s internal control over financial reporting in its annual report, which contains management‟s assessment of the effectiveness of the company‟s internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on management‟s assessment of the effectiveness of our internal control over financial reporting. Under the Commission‟s rules as currently in effect, Section 404 of the Sarbanes-Oxley Act will apply to our second annual report on Form 10-K. In addition, beginning with our first periodic report filed after we file our second annual report on Form 10-K, we will be required to report in each periodic report that we file with the Commission as to any changes in our internal control over financial reporting since the preceding fiscal quarter and the effectiveness and adequacy of our disclosure controls and procedures. Our reporting obligations under the U.S. securities laws will place additional burdens on our management, operational and financial resources and systems. To the extent that we are unable to establish and/or maintain effective internal control over financial reporting and/or disclosure controls and procedures, we may be unable to produce reliable financial reports and/or public disclosure, detect and prevent fraud and comply with our reporting obligations under the U.S. securities laws on a timely basis. Any such failure could harm our business and negatively affect the market value of your investment in our common stock. In addition, failure to achieve and maintain effective internal control over financial reporting and/or disclosure controls and procedures could result in the loss of investor confidence in the reliability of our financial statements and public disclosure and a loss of customers, which in turn could harm our business and negatively affect the market value of your investment in our common stock. Environmental, health and safety laws, regulations and requirements and the costs of complying with them, or any liability or obligation imposed under them, could adversely affect our financial position, results of operations or cash flow. Our operations are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations. These laws regulate releases of petroleum products and other hazardous substances into the environment as well as storage, treatment, transport and disposal of wastes, and the remediation of soil and groundwater contamination. In addition, certain of our customers require us to maintain certain safety levels. Failure to maintain such levels could lead to a loss of such customers. These laws also regulate our ownership and operation of tanks used for the storage of petroleum products and other regulated substances. We have made, and will continue to make, expenditures to comply with environmental laws and regulations, including, among others, expenditures for the investigation and cleanup of contamination at or emanating from, currently and formerly owned and leased properties, as well as contamination at other locations at which our wastes have reportedly been identified. Some of these laws impose strict and in certain circumstances joint and several liability on current and former owners or operators of contaminated sites for costs of investigation and remediation.

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Compliance with existing or future environmental, health and safety requirements may require material expenditures by us or otherwise have a material adverse effect on our consolidated financial position, results of operations or cash flow. We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business. Our ability to compete effectively depends in part upon our rights in trademarks, copyrights and other intellectual property rights we own or license. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our services or our use of intellectual property infringe their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion of our resources. A successful claim of trademark, copyright or other intellectual property infringement against us could prevent us from providing services, which could have a material adverse effect on our business, financial condition or results of operations. We face risks related to changes in our ownership. Certain of our agreements with third parties, including our real property leases, require the consent of such parties in connection with any change in ownership of us. We will generally seek such consents and waivers, although we may not seek certain consents if our not obtaining them will not, in our view, have a material adverse effect on our consolidated financial position or results of operations. If we fail to obtain any required consent or waiver, the applicable third parties could seek to terminate their agreement with us and, as a result, our ability to conduct our business could be impaired until we are able to enter into replacement agreements, resulting in a material adverse effect on our results of operations or financial condition.

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Risks Related to Our Substantial Indebtedness We have substantial debt and may incur substantial additional debt, which could adversely affect our financial condition, our ability to obtain financing in the future and our ability to react to changes in our business. We have a significant amount of debt. As of September 30, 2006, on a pro forma basis after giving effect to (i) the Recapitalization and the use of the net proceeds therefrom and (ii) the Recapitalization and the use of the net proceeds therefrom and this offering and the use of the net proceeds therefrom as described in “Use of Proceeds”, we would have had, respectively approximately $2,996.6 million and approximately $ million of debt outstanding. Our substantial debt could have important consequences to you. For example, it could: • make it more difficult for us to satisfy our obligations to the holders of our Notes and to the lenders under our Senior Credit Facilities, resulting in possible defaults on and acceleration of such indebtedness; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes; • increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations, because a portion of our borrowings, including under the Senior Credit Facilities, is at variable rates of interest; • place us at a competitive disadvantage to our competitors with proportionately less debt or comparable debt at more favorable interest rates; • limit our ability to refinance our existing indebtedness or borrow additional funds in the future; • limit our flexibility in planning for, or reacting to, changing conditions in our business and industry; and • limit our ability to react to competitive pressures, or make it difficult for us to carry out capital spending that is necessary or important to our growth strategy and our efforts to improve operating margins. Any of the foregoing impacts of our substantial indebtedness could have a material adverse effect on our business, financial condition and results of operations. Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantial additional debt, which could further exacerbate the risks associated with our substantial indebtedness. We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the instruments governing our indebtedness do not prohibit us or fully prohibit us or our subsidiaries from doing so. As of September 30, 2006, on a pro forma basis after giving effect to (i) the Recapitalization and the use of the net proceeds therefrom and (ii) the Recapitalization and the use of the net proceeds therefrom and this offering and the use of the net proceeds therefrom, our Senior Credit Facilities provided us commitments for additional aggregate borrowings subject to, among other things, our maintenance of a sufficient borrowing base under such facilities and potential reduction as a result of our obligation to make a payment to ACF in respect of a post-closing adjustment to the Recapitalization Purchase Price, as described in “Recent Transactions—The Recapitalization—The

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Recapitalization Agreement”, of approximately $576 million and approximately $ million, respectively, and both the Senior ABL Facilities and the Senior Term Facility permit additional borrowings beyond the committed financing thereunder under certain circumstances. If new debt is added to our current debt levels, the related risks that we now face would increase. In addition, the instruments governing our indebtedness do not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness. We may not be able to generate sufficient cash to service all of our debt, and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful. Our ability to make scheduled payments on, or to refinance our obligations under, our debt will depend on the financial and operating performance of us and our subsidiaries, which, in turn, will be subject to prevailing economic and competitive conditions and to the financial and business factors, many of which may be beyond our control, described under “—Risks Related to Our Business” above. We may not maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure our debt. In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. We may not be able to refinance any of our indebtedness or obtain additional financing, particularly because of our anticipated high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt, as well as prevailing market conditions. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. The instruments governing our indebtedness restrict our ability to dispose of assets and use the proceeds from any such dispositions. We may not be able to consummate those sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet debt service obligations when due. A significant portion of our outstanding indebtedness is secured by substantially all of our consolidated assets. As a result of these security interests, such assets would only be available to satisfy claims of our general creditors or to holders of our equity securities if we were to become insolvent to the extent the value of such assets exceeded the amount of our indebtedness and other obligations. In addition, the existence of these security interests may adversely affect our financial flexibility. Indebtedness under our Senior Credit Facilities is secured by a lien on substantially all our assets. Accordingly, if an event of default were to occur under our Senior Credit Facilities, the senior secured lenders under such facilities would have a prior right to our assets, to the exclusion of our general creditors. In that event, our assets would first be used to repay in full all indebtedness and other obligations secured by them (including all amounts outstanding under our Senior Credit Facilities), resulting in all or a portion of our assets being unavailable to satisfy the claims of our unsecured indebtedness, including our Notes. Only after satisfying the claims of our unsecured creditors and our subsidiaries‟ unsecured creditors would any amount be available for our equity holders. As of September 30, 2006, substantially all of our consolidated assets, including our equipment rental fleets, have been pledged for the benefit of the lenders under our Senior Credit Facilities. As a result, the lenders under these facilities would have a prior claim on such assets in the event of our bankruptcy, insolvency, liquidation or reorganization, and we may

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not have sufficient funds to pay all of our creditors. In that event, holders of our equity securities would not be entitled to receive any of our assets or the proceeds therefrom. See “Description of Certain Indebtedness—Senior Credit Facilities—Senior Term Facility—Guarantees; Security” and “—Senior ABL Facilities—Guarantees; Security.” As discussed below, the pledge of these assets and other restrictions may limit our flexibility in raising capital for other purposes. Because substantially all of our assets are pledged under these financing arrangements, our ability to incur additional secured indebtedness or to sell or dispose of assets to raise capital may be impaired, which could have an adverse effect on our financial flexibility. Restrictive covenants in certain of the agreements and instruments governing our indebtedness may adversely affect our financial flexibility. Our Senior Credit Facilities contain covenants that, among other things, restrict RSC‟s and RSC Holdings III, LLC‟s ability to: • incur additional indebtedness or provide guarantees; • engage in mergers, acquisitions or dispositions; • enter into sale-leaseback transactions; • make dividends and other restricted payments; • prepay other indebtedness; • engage in certain transactions with affiliates; • make other investments; • change the nature of our business; • incur liens; • take actions other than those enumerated; and • amend specified debt agreements. In addition, under the Senior ABL Facilities, we will be required to comply with certain financial covenants. If we fail to maintain a specified minimum level of borrowing capacity, we will then be subject to financial covenants, including covenants that will obligate us to maintain a specified leverage ratio and a specified fixed charges coverage ratio. Our ability to comply with these covenants in future periods will depend on our ongoing financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control. Our ability to comply with these covenants in future periods will also depend substantially on the pricing of our products and services, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy. The indenture governing the Notes also contains restrictive covenants that, among other things, limit RSC Holdings III, LLC‟s ability and the ability of its restricted subsidiaries to: • incur additional debt; • pay dividends or distributions on their capital stock or repurchase their capital stock; • make certain investments; • create liens on their assets to secure debt;

• enter into certain transactions with affiliates; • create limitations on the ability of the restricted subsidiaries to make dividends or distributions to their respective parents;

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• merge or consolidate with another company; and • transfer and sell assets. Our ability to comply with the covenants and restrictions contained in the Senior Credit Facilities and the indenture governing the Notes may be affected by economic, financial and industry conditions beyond our control. The breach of any of these covenants or restrictions could result in a default under either the Senior Credit Facilities or the indenture that would permit the applicable lenders or noteholders, as the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. In any such case, we may be unable to make borrowings under the Senior Credit Facilities and may not be able to repay the amounts due under the Senior Credit Facilities and the Notes. This could have a material adverse effect on our financial condition and results of operations and could cause us to become bankrupt or insolvent. The instruments governing our debt contain cross default or cross acceleration provisions that may cause all of the debt issued under such instruments to become immediately due and payable as a result of a default under an unrelated debt instrument. Our failure to comply with the obligations contained in the indenture governing our Notes and the agreements governing our Senior Credit Facilities or other instruments governing our indebtedness could result in an event of default under the applicable instrument, which could result in the related debt and the debt issued under other instruments becoming immediately due and payable. In such event, we would need to raise funds from alternative sources, which funds may not be available to us on favorable terms, on a timely basis or at all. Alternatively, such a default could require us to sell our assets and otherwise curtail our operations in order to pay our creditors. Such alternative measures could have a material adverse effect on our business, financial condition and results of operations.

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Risks Related to Our Common Stock and This Offering RSC Holdings is a holding company with no operations of its own that depends on its subsidiaries for cash. The operations of RSC Holdings are conducted almost entirely through its subsidiaries and its ability to generate cash to meet its debt service obligations or to pay dividends is highly dependent on the earnings and the receipt of funds from its subsidiaries via dividends or intercompany loans. However, none of the subsidiaries of RSC Holdings is obligated to make funds available to RSC Holdings for the payment of dividends. In addition, payments of dividends and interest among the companies in our group may be subject to withholding taxes. Further, the indenture governing the Notes and the Senior Credit Facilities significantly restrict the ability of the subsidiaries of RSC Holdings to pay dividends or otherwise transfer assets to RSC Holdings. See “Risk Factors—Risks Related to Our Substantial Indebtedness—Restrictive covenants in certain of the agreements and instruments governing our indebtedness may adversely affect our financial flexibility.” In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock. There currently exists no market for our common stock. An active trading market may not develop for our common stock. If our stock price fluctuates after this offering, you could lose all or a significant part of your investment. Prior to this offering, there was no public market for shares of our common stock. An active market may not develop following the completion of this offering or, if developed, may not be maintained. We negotiated the initial public offering price with the underwriters. The initial public offering price may not be indicative of the price at which our common stock will trade following completion of this offering. The market price of our common stock may also be influenced by many factors, some of which are beyond our control, including: • securities analysts elect not to cover our common stock after this offering, changes in financial estimates by analysts or a downgrade of our stock or our sector by analysts; • announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; • variations in quarterly operating results; • loss of a large customer or supplier; • general economic conditions; • war, terrorist acts and epidemic disease; • future sales of our common stock; and • investor perceptions of us and the equipment rental industry. As a result of these factors, investors in our common stock may not be able to resell their shares at or above the initial offering price. In addition, the stock market in general has experienced extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of companies like us. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

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A few significant stockholders control the direction of our business. If the ownership of our common stock continues to be highly concentrated, it will prevent you and other stockholders from influencing significant corporate decisions. Following the completion of this offering, Ripplewood and Oak Hill will each beneficially own approximately % of the outstanding shares of our common stock assuming that the underwriters do not exercise their option to purchase additional shares. Ripplewood, Oak Hill, ACF and RSC Holdings are parties to a stockholders agreement, or the “Stockholders Agreement,” pursuant to which the Sponsors currently have the ability to cause the election of a majority of our Board of Directors. Under the terms of the Amended and Restated Stockholders Agreement to be entered into in connection with this offering, the Sponsors will continue to have the right to nominate a majority of the members of our Board of Directors and to exercise control over matters requiring stockholder approval and our policy and affairs, for example, by being able to direct the use of proceeds received from this and future security offerings. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.” In addition, following the consummation of this offering, we will be a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, currently intend to rely on exemptions from certain corporate governance requirements. The concentrated holdings of the Sponsors, certain provisions of the Amended and Restated Stockholders Agreement and the presence of the Sponsors‟ nominees on our Board of Directors may result in a delay or the deterrence of possible changes in control of our company, which may reduce the market price of our common stock. The interests of our existing stockholders may conflict with the interests of our other stockholders. Our Board of Directors intends to adopt corporate governance guidelines that will, among other things, address potential conflicts between a director‟s interests and our interests. In addition, we intend to adopt a code of business conduct that, among other things, requires our employees to avoid actions or relationships that might conflict or appear to conflict with their job responsibilities or the interests of RSC Holdings, and to disclose their outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to management or corporate counsel. These corporate governance guidelines and code of business ethics will not, by themselves, prohibit transactions with our principal stockholders. Our share price may decline due to the large number of shares eligible for future sale. Sales of substantial amounts of our common stock, or the possibility of such sales, may adversely affect the price of our common stock and impede our ability to raise capital through the issuance of equity securities. Upon consummation of this offering, there will be shares of common stock outstanding. Of these shares, the shares of common stock sold in the offering will be freely transferable without restriction or further registration under the Securities Act, unless purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act. The remaining shares of common stock outstanding will be restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject to applicable volume, manner of sale, holding period and other limitations of Rule 144 or pursuant to an exemption from registration under Rule 701 under the Securities Act. Upon completion of this offering, we intend to file one or more registration statements under the Securities Act to register the shares of common stock to be issued under our stock incentive plan and, as a result, all shares of common stock acquired upon exercise of stock options and other equity-based awards granted under this plan will also be freely tradable under the Securities Act unless purchased by our affiliates. A total of 154,693.70 shares of common stock are reserved for issuance under our stock incentive plan.

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We, the Sponsors, our executive officers and directors have agreed to a “lock-up,” meaning that, subject to certain exceptions, neither we nor they will sell any shares without the prior consent of the representatives of the underwriters for days after the date of this prospectus. Following the expiration of this -day lock-up period, of these shares of our common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144. See “Shares Eligible for Future Sale” for a discussion of the shares of common stock that may be sold into the public market in the future. In addition, our existing stockholders have the right under certain circumstances to require that we register their shares for resale. As of September 30, 2006, these registration rights apply to the shares of our outstanding common stock owned by the Sponsors. In addition, sales of our common stock that result in certain persons associated with the Sponsors holdings less than 40% in the aggregate of our common stock in the aggregate will result in requiring us to pay current interest on any contingent earn-out notes that we may have issued. See “Recent Transactions—The Recapitalization—Contingent Earn-Out Notes.” Purchasers of our common stock will experience immediate and substantial dilution resulting in their shares being worth less on a net tangible book value basis than the amount they invested. The initial public offering price is expected to be significantly higher than the net tangible book value per share of our common stock. Purchasers of the common stock in this offering will experience an immediate dilution in net tangible book value of $ per share of common stock purchased. In the past, we issued options to acquire shares of common stock at prices that may be significantly below the initial public offering price. To the extent that these outstanding options are exercised, there may be further dilution to investors. Accordingly, in the event we are liquidated, investors may not receive the full amount of their investment. See “Dilution.” Our certificate of incorporation, by-laws and Delaware law may discourage takeovers and business combinations that our stockholders might consider in their best interests. A number of provisions we intend to include, effective as of the offering, in our certificate of incorporation and by-laws may have the effect of delaying, deterring, preventing or rendering more difficult a change in control of RSC Holdings that our stockholders might consider in their best interests. These provisions include: • establishment of a classified Board of Directors, with staggered terms; • granting to the Board of Directors sole power to set the number of directors and to fill any vacancy on the Board of Directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; • limitations on the ability of stockholders to remove directors; • the ability of the Board of Directors to designate and issue one or more series of preferred stock without stockholder approval, the terms of which may be determined at the sole discretion of the Board of Directors; • prohibition on stockholders from calling special meetings of stockholders; • establishment of advance notice requirements for stockholder proposals and nominations for election to the Board of Directors at stockholder meetings; and

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• prohibiting our stockholders from acting by written consent if the Sponsors cease to collectively hold a majority of our outstanding common stock. These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future. In addition, we expect to opt out of Section 203 of the Delaware General Corporation Law, which would have otherwise imposed additional requirements regarding mergers and other business combinations. Our certificate of incorporation and by-laws may also make it difficult for stockholders to replace or remove our management. These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders. See “Description of Capital Stock” for additional information on the anti-takeover measures applicable to us.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS All statements other than statements of historical facts included in this prospectus, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “plan”, “seek”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Forward-looking statements include the statements in this prospectus regarding, among other things: management forecasts; efficiencies; cost savings and opportunities to increase productivity and profitability; income and margins; liquidity; anticipated growth; economies of scale; the economy; future economic performance; our ability to maintain profitability during adverse economic cycles and unfavorable external events; future acquisitions and dispositions; litigation; potential and contingent liabilities; management‟s plans; taxes; and refinancing of existing debt. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations are set forth below and disclosed under “Risk Factors” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward-looking statements included in this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the following cautionary statements: • The effect of an economic downturn or other factors resulting in a decline in non-residential construction and capital investment; • Increased competition from other companies in our industry and our inability to increase or maintain our prices; • Our ability to obtain equipment at competitive prices; • Changes in the attitude of our customers toward renting, as compared with purchasing, equipment; • Our ability to generate cash and/or incur additional indebtedness to finance equipment purchases; • Heavy reliance on centralized information systems; • Exposure to claims for personal injury, death and property damage resulting from the use of equipment rented or sold by us; • The ability and willingness of ACAB and ACF to continue to meet and/or perform their obligations under the Recapitalization Agreement to indemnify for and defend us against various matters, including, but not limited to, litigation relating to alleged exposure to silica and asbestos; • The effect of changes in laws and regulations, including those relating to the environment and customer privacy, among others; • Risks related to our substantial amount of indebtedness; • Fluctuations in fuel or supply costs; • Claims that the software products and information systems on which we rely infringe on the intellectual property rights of others; and • The other factors described under the caption “Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this prospectus might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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MARKET AND INDUSTRY DATA Information in this prospectus about the equipment rental industry, including our general expectations concerning the industry and our market position and market share, is based on estimates prepared using data from various sources and on assumptions made by us. We believe data regarding the equipment rental industry and our market position and market share within this industry is inherently imprecise, but generally indicate our size and position and market share within this industry. In particular, we made certain determinations of market size and market share within our industry based on information from American Rental Association, Daniel Kaplan Associates, Global Insight, Manfredi & Associates and Rental Equipment Register, and our determinations of certain economic conditions in the markets we service are based on information from Maximus Advisors. Unless indicated otherwise, statements regarding our size, our market share and the size of our markets are based on rental revenues. Although we believe that the information provided by third parties is generally accurate, we have not independently verified any of that information. Third party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates, in particular as they relate to our general expectations concerning the equipment rental industry, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors.”

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RECENT TRANSACTIONS The Recapitalization Pursuant to a recapitalization agreement, dated as of October 6, 2006 (the “Recapitalization Agreement”), by and among ACAB, ACF, the Sponsors and RSC Holdings, on the Recapitalization Closing Date, the Sponsors acquired and currently own approximately 85% of RSC Holdings‟ common stock. We refer to this transaction as the “Recapitalization.” In connection with the Recapitalization, certain of our subsidiaries issued and sold the Notes as well as entered into new senior asset-based loan facilities, or the “Senior ABL Facilities”, comprised of a $250 million term facility and a $1,450 million revolving facility, and a new $1,130 million senior second-lien term loan facility, or the “Senior Term Facility,” and together with the Senior ABL Facilities, the “Senior Credit Facilities.” For a more detailed description of these facilities and our outstanding indebtedness thereunder, see “Description of Certain Indebtedness.” Recapitalization Agreement The Recapitalization Agreement contains customary representations, warranties and covenants. The Recapitalization Agreement also provides that ACAB and ACF will indemnify RSC Holdings and its affiliates, including Ripplewood and Oak Hill, and their respective officers, directors, stockholders, employees, agents and representatives with respect to breaches of representations, warranties, covenants and certain other matters, in each case, subject to certain time limitations and dollar amounts, and that RSC Holdings will indemnify ACAB, ACF and their respective affiliates and their respective officers, directors, stockholders, employees, agents and representatives with respect to breaches of representations, warranties, covenants and certain other matters, in each case, subject to certain time limitations and dollar amounts. See “Business—Legal Proceedings.” On the Recapitalization Closing Date, since RSC Holdings‟ closing capital, as determined pursuant to a modified net worth formula in the Recapitalization Agreement, was estimated to be more than the agreed-upon benchmark, the Recapitalization Purchase Price was increased by the amount of such excess over the benchmark, which was $34.4 million. This $34.4 million purchase price adjustment was paid on the Recapitalization Closing Date. The Recapitalization Agreement also provides for a post-closing adjustment to the Recapitalization Purchase Price. On January 28, 2007, RSC Holdings delivered to ACAB its calculation of the final adjustments to the Recapitalization Purchase Price, which calculation shows that ACAB‟s estimate of the net amount of adjustments to the Recapitalization Purchase Price was approximately $14.7 million lower than the actual net amount of such adjustments, and that a payment in that amount is due from RSC Holdings to ACF. ACAB has until March 29, 2007 to review RSC Holdings‟ calculation of the final adjustments to the Recapitalization Purchase Price. If ACAB disputes any of RSC Holdings‟ calculations and ACAB and RSC Holdings cannot resolve such dispute, the matter will be referred to (i) a mutually agreed-upon person or (ii) a panel of three qualified accounting experts to be selected by the American Arbitration Association. If the actual net amount of adjustments to the Recapitalization Purchase Price is ultimately determined to be different from the actual net amount set forth on RSC Holdings‟ calculation of such adjustments, the payment due from RSC Holdings to ACF will be reduced or increased, as applicable, by that amount. RSC Holdings may cause certain of its subsidiaries, including RSC Holdings III, LLC, to obtain the funds necessary to make the required purchase price adjustment payment, as finally determined, by drawing on the available borrowings under the Senior ABL Facilities and distributing the proceeds to RSC Holdings. Contingent Earn-Out Notes RSC Holdings may be required to issue contingent earn-out notes pursuant to the Recapitalization Agreement if RSC achieves cumulative adjusted EBITDA (as defined in the

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Recapitalization Agreement) targets described below. If RSC‟s cumulative adjusted EBITDA for the fiscal years ended December 31, 2006 and December 31, 2007 (the “2006-2007 EBITDA”) is at least $1.54 billion, then on April 1, 2008, RSC Holdings will issue to ACF a contingent earn-out note, in a principal amount equal to: (i) $150 million if the 2006-2007 EBITDA is $1.662 billion or greater; (ii) If the 2006-2007 EBITDA is between $1.54 billion and $1.662 billion, an amount equal to (x) $150 million multiplied by (y) a fraction (A) the numerator of which is an amount equal to the 2006-2007 EBITDA minus $1.54 billion and (B) the denominator of which is $122 million; and (iii) An additional amount, computed like interest (compounded semiannually) at the lesser of 11.5% per annum and the applicable federal rate plus 4.99% per annum from April 1, 2008 until the contingent earn-out note is issued, on the amount described in clause (i) or clause (ii) above, as applicable. If RSC‟s cumulative adjusted EBITDA for the fiscal year ended December 31, 2008 (the “2008 EBITDA”) is at least $880 million, then on April 1, 2009, RSC Holdings will issue to ACF a second contingent earn-out note, in a principal amount equal to: (i) $250 million if the 2008 EBITDA is $1.015 billion or greater; (ii) If the 2008 EBITDA is between $880 million and $1.015 billion, an amount equal to (x) $250 million multiplied by (y) a fraction (A) the numerator of which is an amount equal to the 2008 EBITDA minus $880 million and (B) the denominator of which is $135 million; and (iii) An additional amount, computed like interest (compounded semiannually) at the lesser of 11.5% per annum and the applicable federal rate plus 4.99% per annum from April 1, 2009 until the contingent earn-out note is issued, on the amount described in clause (i) or clause (ii) above, as applicable. Each contingent earn-out note will mature on the earlier of the date that is 11 years from issuance and the date that is six months after the final maturity date of the longest dated debt of RSC Holdings or any of its subsidiaries with a principal amount in excess of $100 million outstanding on the date of issuance of such contingent earn-out note. Interest will be added to principal semi-annually and will be payable at maturity. The interest rate will be compounded semiannually and equal to the lesser of 11.5% per annum and the applicable federal rate plus 4.99% per annum. If, after an underwritten initial public offering of RSC Holdings‟s common equity, certain persons associated with the Sponsors cease to control 40% in the aggregate of the number of shares of common equity owned by the Sponsors and their affiliates immediately after the closing of the Recapitalization (a “Loss of Control”), RSC Holdings must make semi-annual payments of current period interest on the contingent earn-out notes (x) first, on the longest-dated contingent earn-out notes then outstanding (pro rata among all such notes) if and to the extent 50% of available cash (as defined in the Recapitalization Agreement) on the date of such payments is sufficient to make such payments, and (y) second, on the other contingent earn-out notes then outstanding (pro rata among all such notes) if and to the extent the payments made pursuant to the foregoing clause (x) are less than 50% of available cash on such dates. Any amount of such current period interest that is not so paid on any such date shall be added to the principal. In addition, RSC Holdings will cause its subsidiaries to refrain from taking certain actions that will impair RSC Holdings‟s ability to pay current interest on the contingent earn-out notes. Furthermore, following a Loss of Control, additional interest under the notes shall accrue at the semiannual interest rate that, with semiannual compounding, produces an

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incremental annual yield to maturity of 1.50%. The offering and sale of our common stock pursuant to this prospectus will not result in a Loss of Control. Generally, if RSC Holdings receives after the Recapitalization Closing Date proceeds of certain dividends, redemptions or other distributions (“Qualifying Proceeds”) in excess of $150,000,000, we are required to use 50% of such excess Qualifying Proceeds, less the aggregate amount of all optional prepayments made under all of our contingent earn-out notes (the “Aggregate Optional Prepayment”), to prepay any outstanding contingent earn-out notes. However, if, after the Recapitalization Closing Date but prior to the date on which a contingent earn-out note is first issued (the “Issue Date”), we have received Qualifying Proceeds (“Pre-Issue Proceeds”) in excess of $150,000,000, we are required to use 100% of any Qualifying Proceeds received after the Issue Date (“Post-Issue Proceeds”) to prepay any outstanding notes until we have prepaid an amount equal to (x) the amount by which the Pre-Issue Proceeds exceed $150,000,000 minus (y) the Aggregate Optional Prepayment. Thereafter, we are required to use 50% of all Post-Issue Proceeds, less the Aggregate Optional Prepayments, to prepay the notes. Recent Sale of Unregistered Securities On or around November 17, 2006, RSC Holdings offered certain of its officers, or trusts of which its officers were beneficiaries, the opportunity to purchase up to 26,366.30 shares of RSC Holdings common stock for an aggregate offering price of up to approximately $6,440,000. The officers and trusts purchased all 26,366.30 shares that were offered for a total purchase price of approximately $6,440,000. The purchases of the shares closed as of December 4, 2006 and December 19, 2006. We refer to these purchases as the “Management Offerings”. All of the participating officers and trusts have granted the Sponsors an irrevocable proxy to vote or act by unanimous written consent with respect to their purchased shares. Accordingly, the Sponsors have the sole authority to vote the shares held by the officers and trusts. As of the closings of their respective purchases, the officers were granted options to purchase up to, in the aggregate, 117,428.09 additional shares of RSC Holdings common stock in the future. The options are subject to vesting as follows: one third of the options will vest over a five-year time period, subject to the officer‟s continued employment with RSC Holdings or its subsidiaries, and two thirds of the options will vest, or fail to vest, based on RSC Holdings‟ financial performance. All options have an exercise price of $244.25.

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USE OF PROCEEDS We estimate that our net proceeds from the sale of shares of our common stock being offered by us pursuant to this prospectus at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and estimated offering expenses, will be approximately $ million (or $ million if the overallotment option is exercised in full). A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us. We intend to use the net proceeds to us from the sale of common stock to repay $ indebtedness with the remainder to be used for general corporate purposes. of our existing

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DIVIDEND POLICY We do not expect to pay dividends on our common stock for the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used for the operation and growth of our business. Our ability to pay dividends to holders of our common stock is limited as a practical matter by the Senior Credit Facilities and the indenture governing the Notes, insofar as we may seek to pay dividends out of funds made available to us, because our subsidiaries‟ debt facilities directly or indirectly restrict our subsidiaries‟ ability to pay dividends or make loans to us. In addition, if our contingent earn-out notes are issued, our ability to pay dividends will be restricted by our obligation to make certain mandatory prepayments to the holders of such notes. See “Recent Transactions—Recapitalization Agreement—Contingent Earn-Out Notes”. Any future determination to pay dividends on our common stock is subject to the discretion of our Board and will depend upon various factors, including our results of operations, financial condition, liquidity requirements, restrictions that may be imposed by applicable law and our contracts, and other factors deemed relevant by our Board.

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CAPITALIZATION The following table sets forth as of September 30, 2006, on a consolidated basis: • Our actual capitalization; • Our pro forma as adjusted capitalization that gives effect to the Recapitalization and the use of the net proceeds therefrom; and • Our pro forma as adjusted capitalization that gives effect to (i) the Recapitalization and the use of the net proceeds therefrom and (ii) our sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and the use of the net proceeds therefrom. You should read the following table in conjunction with the information in this prospectus under the captions “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Selected Historical Consolidated Financial Data,” “Description of Certain Indebtedness” and “Management‟s Discussion and Analysis of Financial Condition and Results of Operations,” and with the audited annual consolidated and unaudited interim condensed consolidated financial statements and related notes included elsewhere in this prospectus. For a description of the debt facilities and instruments referred to below, see “Recent Transactions—The Recapitalization”, “Description of Certain Indebtedness” and “Management‟s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
As of September 30, 2006 Pro Forma Pro Forma for the for the Recapitalization and Recapitalization as adjusted for this Offering (Unaudited) ($ in millions)

Actual

Cash Corporate debt (1) Stockholders‟ equity (deficit) Preferred Stock (2) Common Stock, without par value, 100,000 shares authorized; 88,339 shares issued and outstanding actual (3) Accumulated deficit Accumulated other comprehensive income Total stockholders‟ equity (deficit) Total capitalization

$

0.6

$ $

4.9 2,996.6 —

$ $

$ 1,302.6 350.0

1,115.7 (513.7 ) 11.6 963.6 $ 2,266.2 $

1,465.7 (2,134.8 ) 11.6 (657.5 ) 2,339.1 $

(1) Corporate debt consists of the Notes; borrowings under our Senior Term Facility; borrowings under our Senior ABL Facilities; and capital lease obligations. For a description of these facilities, see “Description of Certain Indebtedness” and “Management‟s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness Following the Recapitalization.” (2) In connection with the Recapitalization, ACAB caused the $350 million of the outstanding RSC Series A preferred stock to be owned by RSC Holdings. RSC Holdings contributed the RSC Series A preferred stock through RSC Holdings I, LLC, RSC Holdings II, LLC and RSC Holdings III, LLC to RSC, and the Series A preferred stock was cancelled. (3) 23,951 shares were issued and outstanding on a pro forma basis after giving effect to the Recapitalization and the use of the net proceeds therefrom (not including the effect of a 1 for 100 stock split on November 27, 2006), and shares were issued and

outstanding on a pro forma for the Recapitalization and the use of the net proceeds therefrom and as adjusted for this offering and the use of the net proceeds therefrom.

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DILUTION If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price of the shares of our common stock and the net tangible book value per share after this offering. Net tangible book value (deficit) per share represents the amount of total book value of tangible assets less total liabilities, divided by the number of shares of common stock then outstanding. Our net tangible book value (deficit) as of September 30, 2006 was $ million, or $ per share, based on the shares of common stock outstanding as of such date. After giving effect to our sale of shares in this offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and estimated offering expenses, our pro forma net tangible book value (deficit) as of September 30, 2006 would have been $ million, or $ per share. This represents an immediate increase in the pro forma net tangible book value of $ per share to existing stockholders and an immediate and substantial dilution of $ per share to new investors purchasing shares in this offering. If the initial offering price is higher or lower, the dilution to new investors purchasing our common stock will be greater or less, respectively. The following table illustrates this dilution:
Per Share

Assumed initial public offering price Net tangible book value (deficit) as of September 30, 2006 Increase attributable to this offering Pro forma net tangible book value (deficit) after this offering Dilution in net tangible book value to new investors

$

$

The following table summarizes as of September 30, 2006 the total number of shares of common stock purchased from us, the total consideration paid to us, and the weighted average price per share paid by existing stockholders and by new investors purchasing shares from us in this offering at our assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and before deducting underwriting discounts and estimated offering expenses payable by us.
Total Consideration (in millions) Amount Percent

Shares Acquired (in millions) Number Percent

Weighted Average Price Per Share

Existing stockholders New investors Total

% $ 100 % $

% 100 %

The number of shares held by the existing stockholders will be reduced to the extent the underwriters exercise their option to purchase additional shares. If the underwriters fully exercise their option, the existing stockholders will own a total of shares, or approximately % of our total outstanding shares. The foregoing discussion and tables assume no exercise of outstanding stock options. As of December 31, 2006, there were options outstanding to purchase a total of 117,428.09 shares of our common stock at a weighted average exercise price of $244.25 per share. To the extent that any of these stock options are exercised, there may be further dilution to new investors. See “Capitalization” and “Management.” In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional

capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial statements have been derived from our historical audited annual consolidated financial statements and our historical unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited pro forma as adjusted financial data below for the year ended December 31, 2005 and the nine months ended September 30, 2006 give effect to (i) the Recapitalization and the use of the net proceeds therefrom and (ii) the sale of shares of common stock offered by this prospectus at an assumed initial offering price of $ per share, the midpoint of the range set forth on cover page of this prospectus, and the use of net proceeds therefrom, as if such transactions had occurred on January 1, 2005 for income statement purposes. The unaudited pro forma as adjusted financial data below as of September 30, 2006 reflect adjustments to our historical financial data to give effect to (i) the Recapitalization and the use of the net sale proceeds therefrom and (ii) the sale of common stock offered by this prospectus at an assumed initial offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and the use of the net sale proceeds therefrom, as if such transactions had occurred on September 30, 2006 for balance sheet purposes. The unaudited pro forma condensed consolidated financial statements include adjustments directly attributable to the Recapitalization and the use of the net proceeds therefrom and the sale of common stock offered by this prospectus and the use of the net sale proceeds therefrom that are expected to have a continuing impact on us. The pro forma adjustments are described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed consolidated financial statements do not purport to represent our results of operations or financial condition had the Recapitalization and the use of the net proceeds therefrom and the sale of common stock offered by this prospectus and the use of the net sale proceeds therefrom actually occurred as of such dates or of the results that we would have achieved after the Recapitalization and the use of the net proceeds therefrom and the sale of common stock offered by this prospectus and the use of the net sale proceeds therefrom. The Recapitalization has been accounted for as a leveraged recapitalization whereby our assets and liabilities remain at historical values and are not revalued and recorded at their fair value at the time of the Recapitalization. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the information included in this prospectus under the captions “Use of Proceeds,” “Capitalization,” “Selected Historical Consolidated Financial Data,” and “Management‟s Discussion and Analysis of Financial Condition and Results of Operations,” and with our historical consolidated financial statements and the related notes thereto.

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Unaudited Pro Forma Condensed Consolidated Balance Sheet As of September 30, 2006
($ in thousands)

Pro Forma Adjustments for the Recapitalization and Use of Proceeds(1) Adjustments for the Offering and Use of Proceeds

Historical

Pro Forma Subtotal

Pro Forma as Adjusted

Balance sheet Assets Cash Accounts receivable, net Inventory Rental equipment, net Property and equipment, net Goodwill Other assets Total assets Liabilities Accounts payable Accrued expenses and other liabilities Debt Deferred income taxes Total liabilities Stockholders’ equity (deficit) Series A preferred stock Common stock Contributed capital Accumulated deficit Accumulated other comprehensive income Total stockholders’ equity (deficit) Total liabilities and stockholders’ equity (deficit)

$

639 268,833 18,953 1,761,617 162,549 925,621 13,772

$

4,215 (2) — — — — — 68,683 (3)

$

4,854 268,833 18,953 1,761,617 162,549 925,621 82,455

$

$

$ 3,151,984

$

72,898

$

3,224,882

$

$

$

412,106

—

412,106

177,949 1,302,651 295,694 2,188,400

— 1,693,950 (4) — 1,693,950

177,949 2,996,601 295,694 3,882,350

350,000 1,115,722 — (513,733 )

(350,000 )(5) — 350,000 (5) (1,621,052 )

— 1,115,722 350,000 (2,134,785 )

11,595

—

11,595

963,584

(1,621,052 )

(657,468 )

$ 3,151,984

$

72,898

$

3,224,882

$

$

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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Unaudited Pro Forma Condensed Consolidated Statements of Income For the Year Ended December 31, 2005
($ in thousands)

Pro Forma Adjustments for the Recapitalization and Use of Proceeds(1) Adjustments for the Offering and Use of Proceeds Pro Forma as Adjusted

Historical

Pro Forma Subtotal

Statement of income Revenues: Equipment rental revenue Sale of merchandise Sale of used rental equipment Total revenues Cost of revenues: Cost of equipment rentals, excluding depreciation Depreciation—rental equipment Cost of sales of merchandise Cost of rental equipment sales Total cost of revenues Gross profit Operating expenses: Selling, general, and administrative Depreciation and amortization—non-rental Total operating expenses Operating income Interest expense Other income, net Income before provision for income taxes Provision for income taxes Net income Weighted average shares outstanding (in millions)(9) Basic and diluted Earnings per share:(9) Basic and diluted

$ 1,140,329 102,894 217,534 1,460,757

$

— — — — —

$ 1,140,329 102,894 217,534 1,460,757

$

$

527,208 212,325 69,914 173,276 982,723 478,034

— — — — — —

527,208 212,325 69,914 173,276 982,723 478,034

122,281 33,776 156,057 321,977 64,280 (100 ) 257,797 93,600 $ 164,197 $

12,126 (6) — 12,126 (12,126 ) 188,650 (7) — (200,776 ) (72,902 )(8) (127,874 ) $

134,407 33,776 168,183 309,851 252,930 (100 ) 57,021 20,698 36,323 $ $

$

$

$

$

$

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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Unaudited Pro Forma Condensed Consolidated Statements of Income For the Nine Months Ended September 30, 2006
($ in thousands)

Pro Forma Adjustments for the Recapitalization and Use of Proceeds(1) Adjustments for the Offering and Use of Proceeds

Historical

Pro Forma Subtotal

Pro Forma as Adjusted

Statement of income Revenues: Equipment rental revenue Sale of merchandise Sale of used rental equipment Total revenues Cost of revenues: Cost of equipment rentals, excluding depreciation Depreciation—rental equipment Cost of sales of merchandise Cost of rental equipment sales Total cost of revenues Gross profit Operating expenses: Selling, general, and administrative Depreciation and amortization—non-rental Total operating expenses Operating Income Interest expense Other income, net Income before provision for income taxes Provision for income taxes Net income Weighted average shares outstanding (in millions):(9) Basic and diluted Earnings per share:(9) Basic and diluted

$ 1,008,646 70,773 147,893 1,227,312

$

— — — — —

$ 1,008,646 70,773 147,893 1,227,312

$

$

436,339 186,277 43,649 112,889 779,154 448,158

— — — — — —

436,339 186,277 43,649 112,889 779,154 448,158

99,164 28,419 127,583 320,575 73,553 (311 ) 247,333 92,848 $ 154,485 $

10,626 (6) — 10,626 (10,626 ) 117,904 (7) — (128,530 ) (48,250 )(8) (80,280 ) $

109,790 28,419 138,209 309,949 191,457 (311 ) 118,803 44,598 74,205 $ $

$

$

$

$

$

See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements (1) The Recapitalization was consummated on November 27, 2006. The Recapitalization was accomplished through (a) the repurchase by RSC Holdings of a portion of its issued and outstanding common stock from ACF for (i) $3,345 million, as adjusted on the Recapitalization Closing Date and (ii) the right to receive up to $400 million aggregate principal amount of contingent earn-out notes by ACF and (b) the $500 million cash equity investment in RSC Holdings by the Sponsors in exchange for a portion of the issued and outstanding common stock of RSC Holdings. As a result of the Recapitalization, Ripplewood and Oak Hill each owns 42.735% of RSC Holdings‟ issued and outstanding capital stock and ACF owned 14.53% of RSC Holdings‟ issued and outstanding capital stock. (2) The adjustment reflects $4.8 million received by RSC Holdings in connection with the Recapitalization for general corporate purposes net of cash retained by ACAB in accordance with the Recapitalization Agreement. (3) The adjustment reflects $68.7 million of deferred financing costs related to the origination of the debt incurred in connection with the issuance of the Senior Notes and under the Senior Credit Facilities (the “Recapitalization Debt”). This amount is amortized through interest expense over the respective terms of the Recapitalization Debt. (4) The adjustment reflects the repayment of approximately $1,180.1 million of debt owed to affiliates of RSC and the incurrence of the Recapitalization Debt totaling $2,874 million in connection with the Recapitalization. The Recapitalization Debt consists of $1,124 million of indebtedness under the Senior ABL Facilities, $1,130 million of indebtedness under the Senior Term Facility and $620 million of Senior Notes. (5) In connection with the Recapitalization, ACAB caused the $350 million of the outstanding RSC Series A preferred stock to be owned by RSC Holdings. RSC Holdings contributed the RSC Series A preferred stock through RSC Holdings I, LLC, RSC Holdings II, LLC and RSC Holdings III, LLC to RSC, and the Series A preferred stock was cancelled. (6) Transaction costs include one-time fees and expenses related to the consummation of the Recapitalization and not otherwise amortized or applied to stockholders‟ equity. The pro forma amount shown also includes annual management fees of $6 million. (7) The pro forma adjustments to interest expense reflect the repayment of existing debt and the issuance of $620 million of Senior Notes, $1,124 million of indebtedness under the Senior ABL Facilities and $1,130 million of indebtedness under the Senior Term Facility. The adjustments also reflect payment of the commitment fee related to the unfunded portion of the Senior ABL Facilities and amortization of debt financing costs. Our outstanding capital lease obligations remained unchanged as a result of the Recapitalization. The pro forma interest expense reflects (i) a variable interest rate effective as of September 30, 2006 of 7.12% on $1,124 million of indebtedness under the Senior ABL Facilities, (ii) a variable interest rate effective as of September 30, 2006 of 8.87% on $1,130 million of indebtedness under our Senior Term Facility, (iii) a current interest rate of 0.25% on $576 million of available and undrawn capacity under the revolving portion of our Senior ABL Facilities and (iv) an interest rate of 9.50% on our Senior Notes for the year ended December 31, 2005 and for the nine months ended September 30, 2006. A 0.25% change in the variable interest rate on our indebtedness would have caused a $5.6 million increase or decrease in pro forma interest expense for the year ended December 31, 2005 and a $4.2 million increase or decrease in pro forma interest expense for the nine months ended September 30, 2006. (8) Adjustment to tax provision based on lower pro forma income. (9) Basic and diluted pro forma weighted average shares outstanding give effect to the Recapitalization, and the issuance of shares sold in this offering. Pro forma basic and diluted earnings per share is computed by dividing pro forma earnings by the pro forma weighted average number of shares outstanding for the period.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA The following table presents selected consolidated financial information and other operational data for our business. The selected consolidated statements of income data presented below for the years ended December 31, 2003, 2004 and 2005 and the balance sheet data as of December 31, 2004 and 2005, have been derived from our audited financial statements included in this prospectus. The consolidated balance sheet data at December 31, 2003 have been derived from our unaudited consolidated balance sheet for that period. The statements of income data for the nine months ended September 30, 2005 and 2006, and the balance sheet data as of September 30, 2006, have been derived from our unaudited consolidated financial statements included in this prospectus. Our financial statements for the year ended December 31, 2001 were audited by Arthur Andersen LLP. Our current auditors, KPMG LLP, have been unable to obtain access to Arthur Andersen LLP‟s work papers for this period. In addition, KPMG LLP was not able to audit our financial statements for the year ended December 31, 2002 because an opening audited balance sheet could not be verified and relied on, due to Arthur Andersen LLP having conducted the 2001 audit of our financial statements. As such, producing audited financial statements for the years ended December 31, 2001 and 2002 would be unduly burdensome and expensive. Consequently, we have not included selected financial data below for those periods. You should read the following information in conjunction with the section of this prospectus entitled “Management‟s Discussion and Analysis of Financial Condition and Results of Operations,” our unaudited interim consolidated financial statements and our audited annual consolidated financial statements and related notes beginning on page F-1 of this prospectus.

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Historical Year Ended December 31, 2003 2004 2005 ($ in thousands) Nine Months Ended September 30, 2005 2006

Statements of income data: Revenues: Equipment rental revenue Sale of merchandise Sale of used rental equipment Total revenues Cost of revenues: Cost of equipment rentals, excluding depreciation Depreciation—rental equipment Cost of sales of merchandise Cost of rental equipment sales Total cost of revenues Gross profit Other operating expenses: Selling, general, and administrative Depreciation and amortization—non-rental Total operating expenses Operating income Interest expense Other income, net Income before provisions for income taxes Provision for income taxes Net income Pro forma weighted average shares outstanding (in millions) (unaudited) (1) Basic and diluted Pro forma earnings per share (unaudited) (2) Basic and diluted Other financial data: Depreciation of rental equipment and depreciation and amortization of non-rental Capital expenditures: Rental Non-rental Proceeds from sales of used equipment Net capital expenditures Other operational data (unaudited): Utilization (3) Average fleet age (months) Same store revenues growth Employees (4)

$

899,203 178,374 140,424 1,218,001

$

984,517 162,720 181,486 1,328,723

$ 1,140,329 102,894 217,534 1,460,757

$

825,401 77,005 161,067 1,063,473

$ 1,008,646 70,773 147,893 1,227,312

494,056 187,859 138,056 110,458 930,429 287,572 128,044 32,320 160,364 127,208 54,983 (119 ) 72,344 26,437 $ 45,907 $

492,323 192,323 122,873 147,131 954,650 374,073 118,130 32,641 150,771 223,302 45,666 (58 ) 177,694 66,717 110,977 $

527,208 212,325 69,914 173,276 982,723 478,034 122,281 33,776 156,057 321,977 64,280 (100 ) 257,797 93,600 164,197 $

390,833 156,358 52,777 129,589 729,557 333,916 89,093 25,343 114,436 219,480 49,428 (113 ) 170,165 60,154 110,011 $

436,339 186,277 43,649 112,889 779,154 448,158 99,164 28,419 127,583 320,575 73,553 (311 ) 247,333 92,848 154,485

$

$

$

$

$

$

220,179 243,777 9,727 (146,956 )

$

224,964 419,900 33,490 (215,622 )

$

246,101 691,858 4,641 (233,731 )

$

181,701 537,136 1,711 (173,694 )

$

214,696 640,238 16,757 (161,091 )

$

106,548

$

237,768

$

462,768

$

365,153

$

495,904

63.9 % 44.0 0.9 % 4,991

67.7 % 40.0 11.8 % 4,812

70.6 % 30.2 17.6 % 4,938

69.7 % 32.1 20.3 % 4,881

71.9 % 24.6 21.0 % 5,114

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(1) Assuming an estimated offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, the unaudited pro forma earnings per share has been computed to give effect to the issuance of shares to be sold in this offering and the net proceeds of which will be used for debt repayment and general corporate purposes. (2) Amounts for the years ended December 31, 2003, 2004 and 2005 are computed based upon shares of common stock outstanding immediately after the Recapitalization applied to our historical net income amounts. Amounts for the twelve months ended September 30, 2006 are computed based on the weighted average shares outstanding during the period applied to our historical net income amount. (3) Utilization is defined as the average dollar value of equipment currently rented by customers (based on original equipment cost) for the relevant period divided by the average aggregate dollar value of all equipment (based on original equipment cost) for the relevant period. (4) Employee count is given as of the end of the period indicated.

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Historical 2003 December 31, 2004 2005 ($ in thousands) September 30, 2005 2006

Balance sheet data: ASSETS Cash Accounts receivable, net Inventory Rental equipment, net Property and equipment, net Goodwill Other assets Total assets LIABILITIES Accounts payable Accrued expenses and other liabilities Debt Deferred income taxes Total liabilities Stockholders’ equity Preferred stock (50,000 authorized; no shares issued and outstanding) Series A preferred stock (200 shares authorized; 154 shares issued and outstanding) Common stock, without par value (100,000 shares authorized; 88,339 shares issued and outstanding) Accumulated deficit Accumulated other comprehensive income Total stockholders’ equity Total liabilities and stockholders‟ equity

$

466 188,221 48,200 1,037,818 120,084 925,621 9,887

$

4,523 212,730 25,200 1,127,481 114,147 925,621 11,972

$

7,134 245,606 19,011 1,420,545 131,490 925,621 15,024

$

3,847 232,341 19,087 1,378,670 116,845 925,621 11,616

$

639 268,833 18,953 1,761,617 162,549 925,621 13,772

$ 2,330,297

$ 2,421,674

$ 2,764,431

$ 2,688,027

$ 3,151,984

$

137,003 87,631 1,428,614 112,818 1,766,066

$

210,397 98,436 1,277,305 172,844 1,758,982

$

330,757 127,823 1,246,829 245,216 1,950,625

$

366,102 116,305 1,216,053 222,548 1,921,008

$

412,106 177,949 1,302,651 295,694 2,188,400

350,000

350,000

350,000

350,000

350,000

1,113,338 (903,405 ) 4,298 $ 564,231 $

1,113,735 (808,423 ) 7,380 662,692 $

1,114,577 (660,221 ) 9,450 813,806 $

1,114,296 (706,410 ) 9,133 767,019 $

1,115,722 (513,733 ) 11,595 963,584

$ 2,330,297

$ 2,421,674

$ 2,764,431

$ 2,688,027

$ 3,151,984

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our results of operations and financial condition covers periods prior to the Recapitalization Closing Date. Accordingly, the discussion and analysis of historical periods does not reflect the significant impact that the Recapitalization will have on us, including significantly increased leverage and liquidity requirements. See “Unaudited Pro Forma Condensed Consolidated Financial Statements.” The statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and the other non-historical statements in the discussion and analysis are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors.” Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Selected Historical Consolidated Financial Data,” and our unaudited interim consolidated and audited annual consolidated financial statements and related notes included in this prospectus. Overview We are one of the largest equipment rental providers in North America. As of September 30, 2006, we operate through a network of 452 rental locations across nine regions in the United States and parts of Canada, and we believe we are the largest or second largest equipment rental provider in the majority of the regions in which we operate. During the eighteen months ended September 30, 2006, we serviced over 480,000 customers primarily in the non-residential construction and industrial markets. We rent a broad selection of equipment ranging from large equipment such as backhoes, forklifts, air compressors, scissor lifts, booms and skid-steer loaders to smaller items such as pumps, generators, welders and electric hand tools. We also sell used equipment, parts, merchandise and supplies for maintenance, repair and operations. For the nine months ended September 30, 2006, we generated revenues, income before provision for income taxes and net income of $1,227.3 million, $247.3 million and $154.5 million, respectively. For the year ended December 31, 2005, we generated revenues, income before provision for income taxes and net income of $1,460.8 million, $257.8 million and $164.2 million, respectively. For trends affecting our business and the markets in which we operate see “—Factors Affecting Our Results of Operations” below and also “Risk Factors—Risks Related to Our Business,” and “Industry Overview.” Factors Affecting Our Results of Operations Our revenues and operating results are driven in large part by activities in the non-residential construction and industrial markets. These markets are cyclical with activity levels that tend to increase in line with growth in gross domestic product and decline during times of economic weakness. In addition, activity in the construction market tends to be susceptible to seasonal fluctuations in certain parts of the country. This results in changes in demand for our rental equipment. The cyclicality and seasonality of the equipment rental industry result in variable demand and, therefore, our revenues and operating results may fluctuate from period to period. Our revenues and operating results are also affected by price increases for raw materials and energy, which have led to an increase in our equipment costs from many of our manufacturers. To the extent that demand for rental equipment falls and, in particular, if demand for such equipment falls below supply, we may not be able to set rental rates and

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resell used equipment at prices that will offset increased equipment costs resulting from increased raw materials and energy costs. Critical Accounting Policies and Estimates Our discussion and analysis of financial condition and results of operations are based upon our audited annual consolidated financial statements and our unaudited interim consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements and changes in these judgments and estimates may impact future results of operations and financial condition. For additional discussion of our accounting policies, see note 2 to the notes to our audited annual consolidated financial statements included in this prospectus. Accounts Receivable Accounts receivable are stated net of allowances for doubtful accounts. Management develops its estimate of this allowance based on our historical experience with specific customers, its understanding of our current economic circumstances, and its own judgment as to the likelihood of ultimate payment. Management also considers our collection experience with the balance of its receivables portfolio and makes estimates regarding collectibility based on trends of aging. Bad debt expense is reflected as a component of selling, general and administrative expenses in the consolidated statements of income and represents accounts receivable that are deemed uncollectible by management, net of amounts recovered during the period that were previously deemed uncollectible and changes in management‟s estimates related to the collectibility of accounts receivable. If the financial condition of our customers deteriorates, and impairs their ability to make payments, we may determine that an increase to the allowance is required Additionally, if actual collections of accounts receivable differ from the estimates we used to determine our allowance we will increase or decrease, as applicable, the allowance through charges or credits to selling, general and administrative expenses in the consolidated statements of operations for the period in which such changes in collection become known. If conditions change in future periods, additional allowances or reversals may be required. Such additional allowances could be significant. Rental Fleet Rental equipment is recorded at cost and depreciated over the estimated useful lives of the equipment using the straight-line method. The range of estimated lives for rental equipment is one to ten years. Rental equipment is depreciated to a salvage value of zero to ten percent of cost. The useful life of a piece of equipment is determined based on our estimate of the period we expect such equipment to generate revenue, and the salvage value is determined based on our estimate of the minimum value we expect to realize from the disposal of such equipment after such period. Ordinary repair and maintenance costs are charged to operations as incurred. When rental fleet is disposed of, the related cost and accumulated depreciation are removed from their respective accounts, and any gains or losses are included in results of operations. We have factory-authorized arrangements for the refurbishment of equipment. We continue to record depreciation expense while the equipment is out on refurbishment. The cost of refurbishment is added to the existing net book value of the asset. The combined cost is fully depreciated over 48 months, which represents our estimate of the remaining useful life of the

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refurbished equipment. The total net book value of the equipment and the total refurbishment cost following completion of the refurbishment may not exceed the equipment‟s current fair value, as determined by our experience in the secondary market for sales of used equipment. We may adjust these estimates based on changes in our industry or other changing circumstances. If these estimates change in the future, we may recognize increased or decreased depreciation expense for these assets with a correlative impact on gains or losses on any disposition. Impairment of Long-Lived Assets In accordance with SFAS No. 144, Accounting for Impairment of Long-Lived Assets , long-lived assets, such as rental fleet, property and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Goodwill and intangible assets that have indefinite useful lives are tested annually for impairment in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets , and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset‟s fair value. For goodwill, the impairment determination is made at the reporting unit level and consists of two steps. First, the fair value of a reporting unit is determined and compared to its carrying amount. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit‟s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with FASB Statement No. 141, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. A significant decline in the projected cash flows used to determined fair value could result in a goodwill impairment charge. Revenue Recognition We rent equipment primarily to the non-residential construction and industrial markets. We also rent equipment to the residential construction market. We record unbilled revenue for revenues earned each reporting period which have not yet been billed to the customer. Rental contract terms may be daily, weekly, or monthly and may extend across financial reporting periods. Rental revenues are recognized over the applicable rental period. We recognize revenues on merchandise sales when products are shipped, title passes to the customer and the customer takes ownership, assumes risk of loss, and collectibility is reasonably assured. There are no rights of return or warranties offered on product sales. We recognize both net and gross re-rent revenues. We have entered into alliance agreements with certain suppliers whereby we will rent equipment from the supplier and subsequently re-rent such equipment to a customer. Under the alliance agreements, the collection risk from the end user is passed to the original supplier and revenues are presented on a net basis under the provisions of Emerging Issues Task Force (EITF) No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. When no alliance agreement exists, re-rent revenues are presented on a gross basis.

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Reserve for Claims We are exposed to various claims relating to the business. These may include claims relating to (i) personal injury or death caused by equipment rented or sold, (ii) motor vehicle accidents involving sales, delivery and service personnel and (iii) employment related claims. We establish reserves for reported claims that are asserted and for claims that are believed to have been incurred but not yet reported. These reserves reflect an estimate of the amounts that we will be required to pay in connection with these claims. The estimate of reserves is based upon assumptions relating to the probability of losses, the nature and severity of individual claims, and an estimate of future claims development based on historical claims development trends. These estimates may change based on, among other events, changes in claims history or receipt of additional information relevant to assessing the claims. Furthermore, these estimates may prove to be inaccurate due to factors such as adverse judicial determinations or settlements at higher than estimated amounts. Accordingly, we may be required to increase or decrease the reserves. Income Taxes Prior to the Recapitalization, RSC Holdings had other lines of businesses and the consolidated tax return of RSC Holdings for those periods included the results from those other lines of businesses. Our income taxes as presented in our financial statements are calculated on a separate tax return basis that do not include the results from those other lines of businesses. Under ACAB‟s ownership, RSC Holdings managed its tax position for the benefit of its entire portfolio of businesses, and its tax strategies were not necessarily reflective of the tax strategies that we would have followed or do follow as a stand-alone company. Income taxes are accounted for under SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109 deferred income taxes reflect the tax consequences of differences between the financial statement carrying amounts and the respective tax bases of assets and liabilities and operating loss and tax credit carryforwards. A valuation allowance is provided for deferred tax assets when realization of such assets is not considered to be more likely than not. Adjustments to the deferred income tax valuation allowance are made periodically based on management‟s assessment of the recoverability of the related assets. Provisions for deferred income taxes are recorded to the extent of withholding taxes and incremental taxes, if any, that arise from repatriation of dividends from those foreign subsidiaries where local earnings are not permanently reinvested. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. Consideration Received from Vendors We receive money from suppliers for various programs, primarily volume incentives and advertising. Allowances for advertising to promote a vendor‟s products or services which meet the criteria in EITF No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor , are offset against advertising costs in the period in which we recognize the incremental advertising costs. In situations when vendor consideration does not meet the criteria in EITF No. 02-16 to be offset against advertising costs, we consider the consideration to be a reduction in the purchase price of fleet acquired. Volume incentives are deferred and amortized as an offset to depreciation expense over 36 months, which approximates the average period of ownership of the fleet purchased from vendors who provide us with rebates and other incentives.

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The Recapitalization Structure of the Recapitalization The Recapitalization was accomplished through (a) the repurchase by RSC Holdings of a portion of its issued and outstanding common stock from ACF for (i) $3,345 million, as adjusted on the Recapitalization Closing Date, subject to a post-closing adjustment as described below under “Recent Transactions—The Recapitalization—Recapitalization Agreement” and (ii) the right to receive up to $400 million aggregate principal amount of contingent earn-out notes by ACF, as described below under “Recent Transactions—The Recapitalization—Recapitalization Agreement—Contingent Earn-Out Notes,” and (b) the $500 million cash equity investment in RSC Holdings by the Sponsors in exchange for a portion of the issued and outstanding common stock of RSC Holdings. Immediately after the Recapitalization, Ripplewood and Oak Hill each owned 42.735% of RSC Holdings‟ issued and outstanding capital stock and ACF owned 14.53% of RSC Holdings‟ issued and outstanding capital stock. Accounting Treatment We accounted for the Recapitalization as a leveraged recapitalization. Under leveraged recapitalization accounting, RSC Holdings‟ assets and liabilities remain at historical values and are not revalued and recorded at their fair value at the time of the Recapitalization.

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Results of Operations The following table sets forth for each of the periods indicated certain of our statements of income:
Historical Year Ended December 31, 2004 2005 ($ in thousands) Nine Months Ended September 30, 2005 2006

2003

Statements of income: Revenues: Equipment rental revenue Sale of merchandise Sale of used rental equipment Total revenues Cost of revenues: Cost of equipment rentals, excluding depreciation Depreciation—rental equipment Cost of sales of merchandise Cost of rental equipment sales Total cost of revenues Gross profit Other operating expenses: Selling, general, and administrative Depreciation and amortization—non-rental Total operating expenses Operating income Interest expense Other income, net Income before provisions for income taxes Provision for income taxes Net income

$

899,203 178,374 140,424 1,218,001

$

984,517 162,720 181,486 1,328,723

$ 1,140,329 102,894 217,534 1,460,757

$

825,401 77,005 161,067 1,063,473

$ 1,008,646 70,773 147,893 1,227,312

494,056 187,859 138,056 110,458 930,429 287,572

492,323 192,323 122,873 147,131 954,650 374,073

527,208 212,325 69,914 173,276 982,723 478,034

390,833 156,358 52,777 129,589 729,557 333,916

436,339 186,277 43,649 112,889 779,154 448,158

128,044 32,320 160,364 127,208 54,983 (119 ) 72,344 26,437 $ 45,907 $

118,130 32,641 150,771 223,302 45,666 (58 ) 177,694 66,717 110,977 $

122,281 33,776 156,057 321,977 64,280 (100 ) 257,797 93,600 164,197 $

89,093 25,343 114,436 219,480 49,428 (113 ) 170,165 60,154 110,011 $

99,164 28,419 127,583 320,575 73,553 (311 ) 247,333 92,848 154,485

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Nine Months Ended September 30, 2005 Compared with Nine Months Ended September 30, 2006 Revenues. Total revenues increased $163.8 million, or 15.4%, from $1,063.5 million for the nine months ended September 30, 2005 to $1,227.3 million for the nine months ended September 30, 2006. Equipment rental revenues increased $183.2 million, or 22.2%, from $825.4 million for the nine months ended September 30, 2005 to $1,008.6 million for the nine months ended September 30, 2006. The increase in equipment rental revenues was primarily the result of a 16.8% increase in rental volume and a 5.4% increase in rental rates. Revenues from the sale of merchandise decreased $6.2 million, or 8.1%, from $77.0 million for the nine months ended September 30, 2005 to $70.8 million for the nine months ended September 30, 2006. The decrease was the result of our strategic focus on our more profitable rental operations. Revenues from the sale of used rental equipment decreased $13.2 million, or 8.2%, from $161.1 million for the nine months ended September 30, 2005 to $147.9 million for the nine months ended September 30, 2006, due to the fact that the quality, age and condition of the fleet reduced our need to sell and replace existing equipment. Cost of equipment rentals, excluding depreciation, increased $45.5 million, or 11.6%, from $390.8 million for the nine months ended September 30, 2005 to $436.3 million for the nine months ended September 30, 2006, due primarily to increased equipment rental volume with a 22.2% increase in equipment rental revenues for the same period. Depreciation of rental equipment increased $29.9 million, or 19.1%, from $156.4 million for the nine months ended September 30, 2005 to $186.3 million for the nine months ended September 30, 2006, while decreasing as a percent of equipment rental revenues from 18.9% in the nine months ended September 30, 2005 to 18.5% in the nine months ended September 30, 2006. The decrease is due to our implementation of capital efficiency initiatives, including a reduction of unavailable fleet and an increase in fleet utilization which resulted in an increase in equipment rental revenue without a proportionate increase in fleet size. Cost of sales of merchandise decreased $9.2 million, or 17.3%, from $52.8 million for the nine months ended September 30, 2005 to $43.6 million for the nine months ended September 30, 2006, and gross margin for the sale of merchandise increased from 31.5% to 38.3% during that period. Increased margins are a result of our efforts to focus on targeted products that complement the rental transaction. Cost of rental equipment sales decreased $16.7 million, or 12.9%, from $129.6 million for the nine months ended September 30, 2005 to $112.9 million for the nine months ended September 30, 2006. Gross margin for the sale of used rental equipment increased from 19.5% to 23.7% over the same periods, respectively, due to a reduction of sales of older and under-utilized equipment. Selling, general and administrative expenses increased $10.1 million, or 11.3%, from $89.1 million for the nine months ended September 30, 2005 to $99.2 million for the nine months ended September 30, 2006 and decreased as a percentage of revenue from 8.4% for the nine months ended September 30, 2005 to 8.1% for the nine months ended September 30, 2006. The decrease in selling, general and administrative expense as a percentage of revenue was due to our ability to leverage our operating efficiencies. Depreciation and amortization of non-rental equipment increased $3.1 million, or 12.1%, from $25.3 million for the nine months ended September 30, 2005 to $28.4 million for the nine months ended September 30, 2006, primarily as a result of an initiative to replace older sales and delivery vehicles.

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Total operating expenses increased $13.1 million, or 11.5%, from $114.4 million for the nine months ended September 30, 2005 to $127.6 million for the nine months ended September 30, 2006, and total operating expenses as a percentage of total revenues decreased from 10.8% for the nine months ended September 30, 2005 to 10.4% for the nine months ended September 30, 2006. Operating Income. Operating income increased $101.1 million, or 46.1%, from $219.5 million for the nine months ended September 30, 2005 to $320.6 million for the nine months ended September 30, 2006, representing a margin improvement from 20.6% to 26.1%. This increase was primarily the result of our continued focus on rental rate management and our ability to leverage operating costs. Interest Expense. Interest expense increased $24.1 million, or 48.8%, from $49.4 million for the nine months ended September 30, 2005 to $73.5 million for the nine months ended September 30, 2006, primarily due to the fact that, effective January 1, 2006, the rate charged on certain outstanding debt changed (resulting in an increase in the effective interest rate on such debt) and an increase in total debt outstanding from $1,216.1 million to $1,302.7 million from September 30, 2005 to September 30, 2006. Provision For Income Taxes. The provision for income tax increased $32.6 million, or 54.2%, from $60.2 million for the nine months ended September 30, 2005 to $92.8 million for the nine months ended September 30, 2006, primarily due to an increase in pre-tax profits for the nine months ended September 30, 2006 compared to the nine months ended September 30, 2005. Net Income. Net income increased $44.5 million, or 40.5%, from $110.0 million for the nine months ended September 30, 2005 to $154.5 million for the nine months ended September 30, 2006. The increase was primarily due to the continued implementation of processes focused on effective rental rate management, increased operating efficiencies and profitable rental volume growth. Year Ended December 31, 2004 Compared with Year Ended December 31, 2005 Revenues. Total revenues increased $132.1 million, or 9.9%, from $1,328.7 million for the year ended December 31, 2004 to $1,460.8 million for year ended December 31, 2005. Equipment rental revenues for the year ended December 31, 2005 increased $155.8 million, or 15.8%, from $984.5 million for the year ended December 31, 2004 to $1,140.3 million for the year ended December 31, 2005. The increase in equipment rental revenues was primarily the result of an 8.0% increase in rental volume and effective rental rate management resulting in a 7.8% increase in rental rates. Revenues from the sale of merchandise decreased $59.8 million, or 36.8%, from $162.7 million for the year ended December 31, 2004 to $102.9 million for the year ended December 31, 2005, primarily as a result of our divestment in November 2004 of Industrial Air Tools, a non-core merchandise distribution company, as well as our strategic focus on our more profitable rental operations. Revenues from the sale of used rental equipment increased $36.0 million, or 19.9%, from $181.5 million for the year ended December 31, 2004 to $217.5 million for the year ended December 31, 2005, as a result of concentrated sales efforts to optimize the quality and condition of the rental fleet. Cost of equipment rentals, excluding depreciation, increased $34.9 million, or 7.1%, from $492.3 million for the year ended December 31, 2004 to $527.2 million for the year ended December 31, 2005, due primarily to increased equipment rental revenues with a 15.8% increase for the year ended December 31, 2005 over the year ended December 31, 2004.

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Depreciation of rental equipment increased $20.0 million, or 10.4%, from $192.3 million for the year ended December 31, 2004 to $212.3 million for the year ended December 31, 2005, while decreasing as a percent of equipment rental revenues from 19.5% in year ended December 31, 2004 to 18.6% for the year ended December 31, 2005. This decrease was due to our implementation of capital efficiency initiatives, including a reduction of unavailable fleet and an increase in fleet utilization. Cost of sales of merchandise decreased $53.0 million, or 43.1%, from $122.9 million for the year ended December 31, 2004 to $69.9 million for the year ended December 31, 2005, primarily as a result of our divestment of our non-core merchandise distribution company, Industrial Air Tools, in November 2004. Gross margin for the sale of merchandise increased from 24.5% for the year ended December 31, 2004 to 32.1% for the year ended December 31, 2005, largely due to a more targeted product mix after the divestment of Industrial Air Tools. Cost of rental equipment sales increased $26.2 million, or 17.8%, from $147.1 million for the year ended December 31, 2004 to $173.3 million for the year ended December 31, 2005. Gross margin for the sale of rental equipment increased from 18.9% during the year ended December 31, 2004 to 20.3% for the year ended December 31, 2005, due to a reduction of sales of older and under-utilized equipment. Selling, general and administrative expenses increased $4.2 million, or 3.5%, from $118.1 million for the year ended December 31, 2004 to $122.3 million for the year ended December 31, 2005, but decreased as a percentage of total revenue from 8.9% for the year ended December 31, 2004 to 8.4% for the year ended December 31, 2005 due to increased revenue resulting from increased equipment rental volume, rental rate management resulting in increased rental rates and increased operating efficiencies. Depreciation and amortization of non-rental equipment remained essentially flat from the year ended December 31, 2004 to the year ended December 31, 2005. Total operating expenses increased $5.3 million, or 3.5%, from $150.8 million for the year ended December 31, 2004 to $156.1 million for the year ended December 31, 2005, and total operating expenses as a percentage of total revenues decreased from 11.3% in the year ended December 31, 2004 to 10.7% in the year ended December 31, 2005. Operating Income. Operating income increased $98.7 million, or 44.2%, from $223.3 million for the year ended December 31, 2004 to $322.0 million for the year ended December 31, 2005, representing a margin improvement from 16.8% to 22.0%. This increase was primarily the result of increased equipment rental revenue due to increased equipment volume growth, rental rate management resulting in increased rental rates and effective cost management. Interest Expense. Interest expense increased $18.6 million, or 40.7%, from $45.7 million for the year ended December 31, 2004 to $64.3 million for the year ended December 31, 2005, primarily due to an increase in the interest rate charged by an ACAB affiliate. Effective January 1, 2005, the rate charged changed, resulting in an increase in the effective interest rate on such debt. Provision For Income Taxes. The provision for income tax expense increased $26.9 million, or 40.3%, from $66.7 million for the year ended December 31, 2004 to $93.6 million for the year ended December 31, 2005. The increase is primarily the result of an increase in pre-tax profits for the year ended December 31, 2005, compared to the same period in 2004. Net Income. Net income increased $53.2 million, or 47.9%, from $111.0 million for the year ended December 31, 2004 to $164.2 million for the year ended December 31, 2005. The increase was primarily due to increased revenues and effective cost management.

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Year Ended December 31, 2003 Compared with Year Ended December 31, 2004 Revenues. Total revenues increased $110.7 million, or 9.1%, from $1,218.0 million for the year ended December 31, 2003 to $1,328.7 million for the same period in 2004. Equipment rental revenues for the year ended December 31, 2004 increased $85.3 million, or 9.5%, from $899.2 million for the year ended December 31, 2003 to $984.5 million for the year ended December 31, 2004. The increase in equipment rental revenues was primarily the result of rental rate management resulting in a 6.1% increase in rental rates and a 3.4% increase in rental volume. Revenues from the sale of merchandise decreased $15.7 million, or 8.8%, from $178.4 million for the year ended December 31, 2003 to $162.7 million for the year ended December 31, 2004. The decrease was primarily the result of our strategic focus on our more profitable rental operations, as well as our divestment in November 2004 of Industrial Air Tools, a non-core merchandise distribution company. Revenues from the sale of used rental equipment increased $41.1 million, or 29.2%, from $140.4 million for the year ended December 31, 2003 to $181.5 million for the year ended December 31, 2003. This increase was the result of an increase in our sales of used equipment resulting from our efforts to optimize the quality and size of our rental fleet. Cost of equipment rentals, excluding depreciation, decreased $1.7 million, or 0.4%, from $494.0 million for the year ended December 31, 2003 to $492.3 million for the year ended December 31, 2004, due primarily to improved fleet management and resulting cost efficiencies achieved mainly through improved logistical flow and in-shop management processes. During this period, equipment rental revenues increased 9.5%. Depreciation of rental equipment increased by $4.5 million, or 2.4%, from $187.8 million for the year ended December 31, 2003 to $192.3 million for the year ended December 31, 2004, while decreasing as a percent of equipment rental revenues from 20.9% for the year ended December 31, 2003 to 19.5% for the year ended December 31, 2004. This decrease was due to our implementation of capital efficiency initiatives, resulting in a reduction of unavailable fleet and an increase in fleet utilization. Cost of sales of merchandise decreased $15.2 million, or 11%, from $138.1 million for the year ended December 31, 2003 to $122.9 million for the year ended December 31, 2004 due primarily to the divestment of Industrial Air Tools. Gross margin for sale of merchandise increased from 22.6% for the year ended December 31, 2003 to 24.5% for the year ended December 31, 2004. The increase was due to a focus on a more targeted product mix after the divestment of Industrial Air Tools. Cost of rental equipment sales increased $36.6 million, or 33.2%, from $110.5 million for the year ended December 31, 2003 to $147.1 million for the year ended December 31, 2004. Gross margin for the sale of used equipment decreased from 21.3% for the year ended December 31, 2003 to 18.9% for the year ended December 31, 2004, primarily as a result of increased sales of older and under-utilized equipment associated with improving the quality of the rental fleet. Selling, general and administrative expenses decreased $9.9 million, or 7.7%, from $128.0 million for the year ended December 31, 2003 to $118.1 million for the year ended December 31, 2004, and decreased as a percentage of total revenue from 10.5% for the year ended December 31, 2003 to 8.9% for the year ended December 31, 2004. The decrease was due to decreased spending on marketing activities and information technology services and implementation of effective cost controls. Depreciation and amortization of non-rental equipment remained essentially flat from the year ended December 31, 2003 to the year ended December 31, 2004.

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Total operating expenses decreased $9.6 million, or 6.0%, from $160.4 million for the year ended December 31, 2003 to $150.8 million for the year ended December 31, 2004, and total operating expenses as a percentage of total revenues decreased from 13.2% in the year ended December 31, 2003 to 11.3% for the year ended December 31, 2004. Operating Income. Operating income increased $96.1 million, or 75.5%, from $127.2 million for the year ended December 31, 2003 to $223.3 million for the year ended December 31, 2004, representing a margin improvement from 10.4% to 16.8%. This increase was primarily the result of increased equipment rental revenue due to rental rate management resulting in increased rental rates, rental volume growth and a reduction in total operating costs. Interest Expense. Interest expense decreased $9.3 million, or 16.9%, from $55.0 million for the year ended December 31, 2003 to $45.7 million for the same period in 2004, largely due to a decrease in average outstanding debt. Provision for Income Taxes. The provision for income tax expense increased $40.3 million from $26.4 million for the year ended December 31, 2003 to $66.7 million for the year ended December 31, 2004. The increase is primarily the result of an increase in pre-tax profits for the year ended December 31, 2004, compared to the same period in 2003. Net Income. Net income increased $65.1 million from $45.9 million for the year ended December 31, 2003 to $111.0 million for the year ended December 31, 2004. The increase was primarily due to increased revenues and decreased total operating expenses. Liquidity and Capital Resources Cash and Cash Flows As of September 30, 2006, we had cash of $0.6 million, a decrease of $6.5 million from December 31, 2005. As of December 31, 2005, we had cash of $7.1 million, an increase of $2.6 million from December 31, 2004. As of December 31, 2004, we had cash and cash equivalents of $4.5 million, an increase of $4.0 million from December 31, 2003. Our operations are funded primarily by cash provided by operating activities. Net cash provided by operating activities during the nine months ended September 30, 2006 was $490.8 million, an increase of $26.2 million from the nine months ended September 30, 2005. This increase was primarily due to increased net income resulting from increased rental volume and rental rate management. Net cash provided by operating activities was $558.9 million for the year ended December 31, 2005, an increase of $122.9 million from the year ended December 31, 2004, primarily due to increased net income and improved vendor terms that allowed us to make payments on favorable terms after delivery of equipment. Net cash provided by operating activities was $436.0 million for the year ended December 31, 2004, an increase of $95.4 million from the year ended December 31, 2003, primarily due to increased net income resulting primarily from rental rate management and an increase in rental volume. Our business is highly capital intensive and our primary use of cash in investing activities is for the acquisition of rental equipment. Net cash used in investing activities during the nine months ended September 30, 2006 was $495.9 million, an increase of $130.7 million from the nine months ended September 30, 2005. This increase is primarily due to investment in rental fleet. Net cash used in investing activities was $462.8 million for the year ended December 31, 2005, an increase of $225.0 million from the year ended December 31, 2004. Net cash used in investing activities was $237.8 million for the year ended December 31, 2004, an increase of $131.3 million from the year ended December 31, 2003. The increases during 2005 and 2004 were primarily due to an increase in net expenditures for rental equipment. For the nine months ended September 30, 2006, our expenditures for rental equipment were $640.2 million, partially offset by proceeds from the disposal of such equipment of $147.9 million. For the year ended December 31, 2005, our expenditures for rental equipment were $691.9 million, partially

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offset by proceeds from the disposal of such equipment of $217.5 million. For the year ended December 31, 2004, our expenditures for rental equipment were $419.9 million, partially offset by proceeds from the disposal of such equipment of $181.5 million. For the nine months ended September 30, 2006, our capital expenditures for property and non-rental equipment were $16.8 million. For the year ended December 31, 2005, our capital expenditures for property and non-rental equipment were $4.6 million. For the year ended December 31, 2004, our capital expenditures for property and non-rental equipment were $33.5 million. For the year ending December 31, 2006, we anticipate a slightly decreased level of net expenditures for rental equipment and a slightly increased level of net expenditures on property and non-rental equipment compared to the year 2005. See “—Capital Expenditures” below. Indebtedness As of September 30, 2006, we had $1,302.7 million of indebtedness outstanding, including approximately $1,180 million of indebtedness owed to affiliates and $122.5 million of capitalized leases, as well as $350.0 million of Series A preferred stock. Prior to the Recapitalization, ACAB caused all of our affiliate indebtedness to be repaid or capitalized by ACAB or its affiliates and all of our issued and outstanding Series A preferred stock to be owned by RSC. In addition, in connection with the Recapitalization, RSC Holdings contributed the Series A preferred stock through RSC Holdings I, LLC, RSC Holdings II, LLC and RSC Holdings III, LLC to RSC, and the Series A preferred stock was cancelled. Liquidity Following the Recapitalization and this Offering We are highly leveraged and a substantial portion of our liquidity needs arise from debt service on indebtedness incurred in connection with the Recapitalization and from the funding of our costs of operations, working capital and capital expenditures. As of September 30, 2006, on a pro forma basis after giving effect to (i) the Recapitalization and the use of the net proceeds therefrom and (ii) the Recapitalization and the use of the net proceeds therefrom and this offering and the use of the net proceeds therefrom, we would have had outstanding approximately $2,996.6 million and approximately $ million of total indebtedness, respectively, and cash paid for interest during the nine months ended September 30, 2006 would have been $185.2 million and $ million, respectively. We rely primarily on cash generated from operations and borrowings under our Senior ABL Facilities to purchase equipment for our rental fleet. We drew $250 million available to us under the term loan portion of the Senior ABL Facilities and $874 million available to us under the revolving portion of the Senior ABL Facilities on the Recapitalization Closing Date. We have commitments for an additional $576 million of borrowings under the revolving portion of the Senior ABL Facilities (including amounts used to refinance existing letters of credit, of which approximately $42 million was outstanding at the closing of the Recapitalization), which amount is subject to our maintenance of a sufficient borrowing base under such facilities and a potential reduction as a result of our obligation to make a payment to ACF in respect of a post-closing adjustment to the Recapitalization Purchase Price, as described under “Recent Transactions—The Recapitalization—The Recapitalization Agreement”. For further information concerning our Senior ABL Facilities, see “Description of Certain Indebtedness—Senior ABL Facilities.” For a discussion of risks related to our reliance on borrowings under our Senior ABL Facilities to purchase equipment, see “Risk Factors—Risks Related to Our Business—Our reliance on available borrowings under our Senior ABL Facilities and cash from operating activities to purchase new equipment subjects us to a number of risks, many of which are beyond our control.”

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Also, substantially all of our rental equipment and all our other assets are subject to liens under our Senior ABL Facilities and our Senior Term Facility. None of such assets will be available to satisfy the claims of our general creditors. We believe that cash generated from operations, together with amounts available under the Senior ABL Facilities, will be adequate to permit us to meet our debt service obligations, ongoing costs of operations, working capital needs and capital expenditure requirements for the foreseeable future. Our future financial and operating performance, ability to service or refinance our debt and ability to comply with covenants and restrictions contained in our debt agreements will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Indebtedness Following the Recapitalization and this Offering On the Recapitalization Closing Date, RSC entered into a series of financing and refinancing transactions. For a description of the Recapitalization, see “Recent Transactions—The Recapitalization.” Senior ABL Facilities. In connection with the Recapitalization, RSC and certain of its parent companies and subsidiaries, as borrower, entered into a senior secured asset based credit facility with Deutsche Bank AG, New York Branch (“DBNY”), as administrative agent, Citicorp North America, Inc. (“Citigroup”), as syndication agent, and the other financial institutions party thereto from time to time. The facility consists of a $1,450 million revolving credit facility and a $250 million term loan facility. See “Description of Certain Indebtedness—Senior ABL Facilities.” As of September 30, 2006, on a pro forma basis after giving effect to (i) the Recapitalization and the use of the net proceeds therefrom and (ii) the Recapitalization and the use of the net proceeds therefrom and this offering and the use of the net proceeds therefrom, we would have drawn $874 million and $ million, respectively, under the revolving credit facility, subject to a potential reduction as a result of our obligation to make a payment to ACF in respect of a post-closing adjustment to the Recapitalization Purchase Price, as described under “Recent Transactions—The Recapitalization—The Recapitalization Agreement”, and $250 million and $ million, respectively, under the term loan facility. For further information concerning the Senior ABL Facilities, see “Description of Certain Indebtedness—Senior ABL Facilities.” Senior Term Facility. In connection with the Recapitalization, RSC and certain of its parent companies, as borrower, entered into a up to $1,130 million senior secured second-lien term loan facility with DBNY, as administrative agent, Citigroup, as syndication agent, General Electric Capital Corporation (“GECC”), as co-documentation agent and the other financial institution as party thereto from time to time. As of September 30, 2006, on a pro forma basis after giving effect to (i) the Recapitalization and the use of the net proceeds therefrom and (ii) the Recapitalization and the use of the net proceeds therefrom and this offering and the use of the net proceeds therefrom, we would have drawn $1,130 million and $ million under this facility. For further information concerning the Senior Term Facility, see “Description of Certain Indebtedness—Senior Term Facility.” The Notes. In connection with the Recapitalization, RSC and RSC Holdings III, LLC issued $620 million aggregate principal amount of 9 1 / 2 % senior notes due 2014. The indenture for the Notes contains covenants that, among other things, limit the ability of RSC Holdings III, LLC, RSC and its restricted subsidiaries, as described more fully in the indenture, to incur more debt, pay dividends, redeem stock or make other distributions, make investments, create liens, transfer or sell assets, merge or consolidate and enter into certain transactions with affiliates. For further information concerning the Notes, see “Description of Certain Indebtedness—Senior Notes.”

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Contractual Obligations The following table details the contractual cash obligations for debt, operating leases and purchase obligations as of December 31, 2005 and September 30, 2006 on a historical basis and as of September 30, 2006 on a pro forma basis. The pro forma contractual obligations presented below give effect to (i) the Recapitalization and the use of the net proceeds therefrom and (ii) the Recapitalization and the use of the net proceeds therefrom and this offering and the use of the net proceeds therefrom, as if these transactions occurred as of September 30, 2006.
Payments Due by Period Less than 1 Year 1-3 Years 3-5 Years ($ in millions)

Total

More than 5 Years

Historical Contractual Obligations (as of December 31, 2005) Debt(1) Capital Leases Operating Leases Total Historical Contractual Obligations (as of September 30, 2006) Debt(1) Capital Leases Operating Leases Total Pro Forma Contractual Obligations (after giving effect to the Recapitalization) Debt(2) Capital Leases Operating Leases Total Pro Forma Contractual Obligations (after giving effect to the Recapitalization and this offering) Debt(2) Capital Leases Operating Leases Total

$ 1,147.9 98.8 118.6 $ 1,365.3 $

— 24.3 34.3 58.6 $

— 40.6 52.3 92.9 $

— 24.7 25.2 49.9 $

— 9.2 6.8 16.0

$ 1,180.1 122.5 138.2 $ 1,440.8 $

— 27.5 38.7 66.2 $

— 27.7 41.2 68.9 $

— 41.4 42.3 83.7 $

— 25.9 16.0 41.9

$ 2,874.0 122.5 138.2 $ 3,134.7

$

2.5 27.5 38.7 68.7

$

5.0 27.7 41.2 73.9

$

879.0 41.4 42.3 962.7

$ 1,987.5 25.9 16.0 $ 2,029.4

$

$

$

$

$

$

$

$

$

$

$

$

$

(1) This amount represents indebtedness to affiliates included in “Debt” in our consolidated balance sheet as of December 31, 2005 and as of September 30, 2006 of which $317.6 million and $350.5 million is associated with RSC‟s operational borrowings and $830.3 million and $829.6 million relates to adjustments to operations retained by ACAB or certain of its affiliates after the closing of the Recapitalization, respectively, excluding obligations for interest. This debt does not have stated payment terms. See note 7 to our audited annual consolidated financial statements included in this prospectus. (2) Amounts represent the pro forma debt obligations to be outstanding following the closing of the Recapitalization, including new debt incurred pursuant to the Recapitalization, and after giving effect to this offering and the use of proceeds therefrom.

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Capital Expenditures The table below shows rental equipment and property and non-rental equipment capital expenditures and related disposal proceeds received by year for 2005, 2004 and 2003 and for the nine months ended September 30, 2006.
Rental Equipment Property and Non-Rental Equipment Gross Capital Disposal Net Capital Gross Capital Disposal Net Capital Expenditures Proceeds Expenditures Expenditures Proceeds Expenditures ($ in millions)

2006 (through September 30, 2006) 2005 2004 2003

$

640.2 691.9 419.9 243.8 1,995.8

$ 147.9 217.5 181.5 140.4 $ 687.3

$

492.3 474.4 238.4 103.4 1,308.5

$

16.8 4.6 33.5 9.7 64.6

$

13.2 16.2 34.1 6.5 70.0

$

3.6 (11.6 ) (0.6 ) 3.2 (5.4 )

$

$

$

$

$

For the year ending December 31, 2006, we anticipate net cash used in investing activities to increase. We expect this anticipated increase to be attributable to an anticipated increase in fleet purchases, an anticipated increase in purchases of property and non-rental equipment and an anticipated decrease in the proceeds from sales of rental equipment. The anticipated decrease in proceeds from the sale of rental equipment is the result of the successful implementation of our strategy to sell old equipment to rejuvenate the fleet as well as rationalizing and standardizing the number of brands per equipment type. Quantitative and Qualitative Disclosure About Market Risks We are potentially exposed to market risk associated with changes in interest rates and foreign currency exchange rates. For more information on these exposures see note 2(c) to the notes to our audited annual consolidated financial statements included in this prospectus. Interest Rate Risk We have a significant amount of debt under the Senior ABL Facilities and Senior Term Facility with a variable rate of interest based generally on an adjusted London inter-bank offered rate, or “LIBOR”, or an alternate interest rate, in each case, plus an applicable margin (or, in the case of Canadian dollar borrowings under the Senior ABL Facilities, variable borrowing costs based generally on bankers‟ acceptance discount rates, plus a stamping fee equal to an applicable margin, or on the Canadian prime rate, plus an applicable margin). Increases in interest rates could therefore significantly increase the associated interest payments that we are required to make on this debt. We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings assuming various changes in market interest rates. Assuming a hypothetical increase of 1% in interest rates on our debt portfolio on a pro forma basis after giving effect to (i) the Recapitalization and the use of the net proceeds therefrom and (ii) the Recapitalization and the use of the net proceeds therefrom and this offering and the use of the net proceeds therefrom, for the nine months ended September 30, 2006, our net interest expense would increase by an estimated $16.9 million and $ million, respectively, without taking into account any potential hedging under the instruments governing our debt. Pursuant to the terms of the agreements governing the Senior ABL Facilities and the Senior Term Facility, we may hedge a portion of the floating rate interest exposure thereunder to provide protection in respect of such exposure.

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Currency Exchange Risk The functional currency for our Canadian operations is the Canadian dollar. In 2005 and the nine months ended September 30, 2006, 3.4% and 3.8%, respectively, of our revenues were generated by our Canadian operations. As a result, our future earnings could be affected by fluctuations in the exchange rate between the U.S. and Canadian dollars. Based upon the level of our Canadian operations during 2005 and 2004 relative to our operations as a whole, a 1% change in this exchange rate would not have a material impact on our earnings. Inflation The increased acquisition cost of rental equipment is the primary inflationary factor affecting us. Many of our other operating expenses are also expected to increase with inflation, including health care costs. Management does not expect that the effect of inflation on our overall operating costs will be greater for us than for our competitors. RSC Holdings Stock Incentive Plan On November 30, 2006, our Board approved the RSC Holdings Stock Incentive Plan, or the “Stock Incentive Plan.” The Stock Incentive Plan provides for the sale of our common stock to RSC Holdings‟ named executive officers, other key employees and directors as well as the grant of stock options to purchase shares of our common stock to those individuals. See “Executive Compensation and Related Information—Compensation Discussion and Analysis—RSC Holdings Stock Incentive Plan.” Recent Share Purchase by Certain Members of Management During the last quarter of 2006, we made an equity offering to approximately 20 of our executives. The shares sold and options granted to our executives in connection with this equity offering are subject to and governed by the terms of the Stock Incentive Plan. The offering closed on December 4, 2006 as to all of our executives except Mr. Groman, as to whom the offering closed on December 19, 2006, shortly after he joined us as our General Counsel. In connection with this offering, we sold 26,366.30 shares at a purchase price of $244.25 per share and granted options to purchase an additional 117,428.09 shares at an exercise price of $244.25 per share. Recent Accounting Pronouncements In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is assessing FIN 48 and has not determined the impact that the adoption of FIN 48 will have on its results of operations. In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This standard defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosure about fair value measurements. This pronouncement applies to other accounting standards that require or permit fair value measurements. Accordingly, this statement does not require any new fair value measurement. This statement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company will be required to adopt SFAS No. 157 in the first quarter of fiscal year 2008. Management is currently

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evaluating the requirements of SFAS No. 157 and has not yet determined the impact on the Company‟s financial statements. Prior to January 1, 2006, we applied the intrinsic value based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees , and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25 , to account for share appreciation rights issued by ACAB to selected key RSC employees. Effective January 1, 2006, we adopted the modified prospective method of SFAS 123 (revised 2004), Share Based Payment. Under that method, we recognize compensation costs for new grants of share-based awards, awards modified after the effective date, and the remaining portion of the fair value of the unvested awards at the adoption date. As of January 1, 2006, the share appreciation rights were substantially vested. As a result, the adoption of SFAS 123 did not have a material effect on our financial position or results of operations. As the share appreciation rights are cash settled, they continue to be marked to market and classified as a liability under SFAS 123. In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections , a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 requires retrospective application to prior periods‟ financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. SFAS No. 154 further requires a change in depreciation, amortization or depletion method for long-lived, nonfinancial assets to be accounted for as a change in accounting estimate affected by a change in accounting principle. On January 1, 2006, RSC adopted SFAS No. 154. The adoption of SFAS No. 154 did not have an impact on its financial position or results of operations. FASB Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations , was issued by the FASB in March 2005. FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability‟s fair value can be reasonably estimated. FIN 47 is effective no later than the end of fiscal years ending after December 31, 2005. The adoption of FIN 47 did not have an impact on RSC‟s financial position or results of operations. In June 2005, the EITF reached a consensus on EITF Issue No. 05-6, Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination. EITF No. 05-6 requires that leasehold improvements acquired in a business combination be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 further requires that leasehold improvements that are placed into service significantly after, and not contemplated at or near the beginning of the lease term, shall be amortized over the shorter of the useful life of the assets or a term that includes the required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 is effective prospectively for leasehold improvements purchased or acquired in periods beginning after June 29, 2005. RSC‟s implementation of the guidance in EITF No. 05-6 did not have an effect on its financial condition or results of operations in 2005 or for the nine

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month period ended September 30, 2006 and is not expected to have a material effect on its financial condition or results of operations going forward. In October 2005, the FASB issued FASB Staff Position FAS 13-1, Accounting for Rental Costs Incurred during a Construction Period (FSP FAS 13-1). FSP FAS 13-1 requires rental costs associated with building or ground leases incurred during a construction period to be recognized as rental expense and is effective for the first reporting period beginning after December 15, 2005. In addition, FSP FAS 13-1 requires lessees to cease capitalizing rental costs as of December 15, 2005 for operating lease agreements entered into prior to December 15, 2005. RSC does not capitalize rental costs from its operating lease agreements. The company adopted FAS 13-1 on January 1, 2006. The adoption of FSP FAS 13-1 did not have an impact on its financial position or results of operations.

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INDUSTRY OVERVIEW According to industry sources, the equipment rental market in the United States was a $29.3 billion industry in 2005 and experienced a 10.4% compound annual growth rate between 1990 and 2005. This market is expected to grow to $32.5 billion by the end of 2007. The equipment rental industry encompasses a wide range of rental equipment from small tools to heavy earthmoving equipment, and growth is largely driven by two key factors. First, there is an increasing trend towards renting versus purchasing equipment. The penetration rate for equipment rental in the United States has expanded in line with the increasing recognition of the benefits that equipment rental offers compared to equipment ownership. Industry sources estimate there has been an overall growth in rental industry penetration from 5% of total equipment deployed in 1993 to 35% in 2005. Second, the industry has experienced growth in its primary end-markets, which comprise the non-residential construction and industrial markets. In 2002 and 2003, industry rental revenues decreased by approximately $1.0 billion from the level reached in 2001. This decrease reflected significant weakness in private non-residential construction activity, which declined by 13.2% in 2002 and by an additional 4.5% in 2003 according to U.S. Census Bureau data. According to U.S. Census Bureau data, private non-residential construction activity increased 5.5% in 2004 compared with 2003 and increased 7.2% in 2005 compared to 2004. Our industry is particularly sensitive to changes in non-residential construction activity because, to date, this has been the principal end-market for rental equipment. We expect that with a sustained rebound in non-residential construction, our industry will continue its long-term growth trend. During the last down cycle we and other major competitors were able to cut capital expenditures and generate free cash flow. We believe any potential downturn in the market is not expected to be as severe as the 2001 to 2003 period, characterized by significant depression of rental rates and capacity utilization due to weak end-market demand, fleet overcapacity and softening used equipment prices. We believe the equipment rental industry has evolved into a more disciplined industry, with improved fleet management and more disciplined pricing. The equipment rental industry remains highly fragmented, with large numbers of companies operating on a regional or local scale and the top 10 companies combined accounting for less than 30% of the market by 2005 rental revenues. We expect the larger rental companies to increase their market share by continuing to offer a wide range of high quality and reliable equipment available for rent. The outlook for the equipment rental industry is expected to remain strong, due to such positive macroeconomic factors as: • the continuing trend toward rental instead of ownership; • continued growth in non-residential building construction spending, which, according to Maximus Advisors, is expected to grow 9.3% in 2007; and • increased capital investment by industrial companies. Furthermore, the reconstruction efforts in the Gulf Coast have resulted in increased regional demand for rental equipment, which we expect to continue in the near future assuming reconstruction efforts continue.

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BUSINESS Our Company We are one of the largest equipment rental providers in North America. As of September 30, 2006, we operate through a network of 452 rental locations across nine regions in the United States and parts of Canada, including the high growth Sunbelt and Gulf Coast regions. We believe we are the first or second largest equipment rental provider in the majority of the regions in which we operate. During the eighteen months ended September 30, 2006, we serviced approximately 480,000 customers primarily in the non-residential construction and industrial markets. For the twelve months ended September 30, 2006, we generated approximately 82% of our revenues from equipment rentals, and we derived the remaining 18% of our revenues from sales of used equipment and other related items. We believe our focus on high margin rental revenues, active fleet management and superior customer service has enabled us to achieve significant market share gains exclusively through organic growth while sustaining attractive returns on capital employed. Through September 30, 2006, we experienced positive same store, year-over-year rental revenue growth for the last 13 consecutive quarters, with same store rental revenue growth of approximately 12%, 18% and 21% and operating income growth of approximately 76%, 44% and 46% in 2004, 2005 and the nine months ended September 30, 2006, respectively. We rent a broad selection of equipment, mainly to industrial and non-residential construction companies, ranging from large equipment such as backhoes, forklifts, air compressors, scissor lifts, booms and skid-steer loaders to smaller items such as pumps, generators, welders and electric hand tools. As of September 30, 2006, our rental fleet had an original equipment cost of $2.3 billion covering over 1,400 categories of equipment. We strive to differentiate our offerings through superior levels of equipment availability, reliability and service, and the strength of our fleet lies in its age, condition and diversity. We believe our fleet is the youngest and best serviced in the industry among our key competitors, with an average fleet age of 24.6 month as of September 30, 2006. Our young fleet age provides us with significant management flexibility, and we actively manage the condition of our fleet to provide customers with well maintained and reliable equipment and to support our premium pricing strategy. Our disciplined fleet management strategy enables us to maintain pricing discipline and optimize fleet utilization and capital expenditures. As a result, we have a high degree of equipment sharing and mobility within regions. This enables us to increase equipment utilization and react quickly to adjust the fleet size to changes in customer demand. In addition to our equipment rental operations, we sell used equipment, parts, merchandise and supplies for maintenance, repair and operations. For the nine months ended September 30, 2006, we generated revenues, income before income taxes and net income of $1,227.3 million, $247.3 million and $154.5 million, respectively. For the year ended December 31, 2005, we generated revenues, income before income taxes and net income of $1,460.8 million, $257.8 million and $164.2 million, respectively. Corporate History RSC Holdings, formerly known as Atlas Copco North America, Inc., acquired Prime Service, Inc. in 1997. In 1998, Rental Service Corporation acquired Canadian rental equipment business Fasco Rentals Ltd. and was itself acquired by RSC Holdings in 1999. In 2001, RSC Holdings merged the operations of Prime Service, Inc. and Rental Service Corporation to form RSC. In November 2004, RSC sold its industrial air tool business and in May 2005, RSC sold its temperature control rental equipment assets. As of the Recapitalization Closing Date, ACAB had transferred the legal entities owned by RSC Holdings (other than Rental Service Corporation of Canada, Ltd., the limited liability companies formed in connection with the Recapitalization and RSC) and the Prime Energy division, which is in the business of renting and selling

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oil-free compressor equipment, to affiliates of ACAB. In connection with the Recapitalization, Ripplewood and Oak Hill each acquired 42.735% of the issued and outstanding capital stock of RSC Holdings. See “Recent Transactions—The Recapitalization.” Competitive Strengths We believe that the following strengths provide us with significant competitive advantages and the opportunity to achieve continued growth and profitability: Leading North American Equipment Rental Provider with National Footprint and Significant Scale We are one of the largest equipment rental providers in North America and we believe we are the largest or second largest equipment rental provider in the majority of the regions in which we operate. As of September 30, 2006, we operate through a network of 452 rental locations in 39 U.S. states and 4 Canadian provinces, including the high growth Sunbelt and Gulf Coast regions. Our scale and strong national footprint enable us to effectively service our customers in multiple geographic locations as well as our customers with exclusively local needs. In addition, the depth and breadth of our offerings enable us to service the majority of the equipment rental needs of our customers across multiple market segments. We believe that our broad geographical footprint reduces the impact of regional economic downturns and seasonal fluctuations in demand, and enables us to take advantage of growth opportunities, including those arising from the fragmented nature of the U.S. equipment rental industry. In addition, we believe our size and market presence allow us to achieve economies of scale in capital investment. High Quality Rental Fleet We believe our diverse equipment fleet is the youngest, best maintained and most reliable in the industry among our key competitors. At September 30, 2006, our rental fleet had an original equipment cost of approximately $2.3 billion and an average fleet age of 24.6 months, compared to $1.7 billion and 44 months, respectively, at the end of 2003. We employ a rigorous preventive maintenance and repair program to maximize the reliability, utilization and useful life of our fleet. In September 2006, 97.4% of our fleet was current on its manufacturer‟s recommended preventive maintenance, resulting in high fleet reliability levels and high levels of our fleet being available to customers for rent. Because our fleet is young, well maintained and reliable, we expect to be able to support our premium pricing strategy and broaden our customer base. In addition, we believe that our fleet‟s young age and condition enable us to withstand cyclical downturns in our industry better than our competitors due to our ability to reduce capital expenditures on new equipment without compromising the quality of the equipment we offer to customers. Highly Disciplined Fleet Management and Procurement Process Our highly disciplined approach to acquiring, deploying, sharing, maintaining and divesting fleet represents a key competitive advantage and is the main reason that we believe we lead the industry in profitability and return on invested capital. As of September 30, 2006, we invested approximately $2.0 billion in new fleet since the beginning of 2003 to meet customer demand and to optimize the diversity and condition of our fleet. Our fleet utilization increased from 57% for the twelve months ended September 30, 2002 to over 72% for the twelve months ended September 30, 2006. We believe that our centralized fleet management strategy is a key driver of the success of our fleet management process. Our strategy facilitates the fluid transfer of our fleet among regions to adjust to local customer demand. We base our fleet investment decisions on locally forecasted quarterly rental revenues, target utilization levels and targeted rental rates. Our corporate fleet management approves fleet investments if the investments are

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projected to meet pre-specified return thresholds and the requirements cannot be satisfied through fleet redeployment. In addition, we utilize advanced management information systems to continuously monitor the profitability of our equipment fleet and our branches, including customer and transaction data, such as equipment rental rates and utilization. We also seek to maintain a disciplined and consolidated approach to supplier vendor negotiations by making equipment purchases continuously throughout the year rather than through long term purchase agreements. By avoiding long term supply contracts and placing equipment orders on a quarterly basis, we are better able to manage the size of the fleet, profitably grow market share and make real-time decisions based on efficiency and return requirements. Superior Customer Service Senior management is committed to creating a customer focused culture, and we spend significant time and resources to train our personnel to effectively service our customers. We utilize innovative service offerings, including Total Control, a proprietary software system available to customers for management of their rented and owned equipment fleet and services, and an in-house 24/7 call center. We also maintain a proprietary dispatch system combined with a GPS equipped truck fleet for efficient delivery and pick-up processes. We regularly solicit feedback from our customers through focus groups and annual telephone surveys with approximately 23,000 calls to customers. We believe that these customer initiatives help support our premium pricing strategy, and we estimate that a substantial portion of our total revenues for the nine months ended September 30, 2006 was derived from existing customers. Diverse and Stable Customer Base We serviced over 480,000 customers during the eighteen months ended September 30, 2006, primarily in the non-residential construction and industrial markets, and customers from these markets accounted for 94% of our total revenues for the twelve months ended September 30, 2006. Our customers represent a wide variety of industries, such as the non-residential construction, petrochemical, paper/pulp and food processing industries. We have long and stable relationships with most of our customers, including relationships in excess of 10 years with the majority of our top 20 customers. We continue to diversify our customer base by growing our long-standing presence in the industrial market. During the twelve months ended September 30, 2006, no one customer accounted for more than 1.5% of our total revenues and our top 10 customers combined represented approximately 7% of our total revenues. Decentralized Organizational Structure Drives Local Business We believe our ability to respond quickly to our customers‟ demands is a key to profitable growth, and our highly decentralized organizational structure facilitates our ability to effectively service our customers in each of our local markets. We are organized in three geographic divisions across the United States and parts of Canada, each overseeing three regions. Each of our nine regions has a regional vice president responsible for operations and profitability and each region is split into districts headed by district managers typically overseeing five to six stores, each managed by a store manager. Compensation for each of these management employees is based on local results, targeted operating margins and rental revenue growth and accountability is maintained on a daily basis through our operating systems, which provide real time information on key operational and financial metrics, and monthly reviews of financial performance. We also conduct formal management review meetings every four months to assess operational and financial objectives, develop near-term strategy and discuss personnel development. Since 2001, our decentralized management structure has focused

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exclusively on organic growth, resulting in same store rental revenue growth of approximately 12% in 2004, 18% in 2005 and 21% in the nine months ended September 30, 2006. Experienced and Proven Management Team Our executive management team has significant experience operating businesses in capital intensive industries and has a successful track record of delivering strong financial results and significant operational efficiencies. Since 2001, our management team has transformed our operational and financial performance by focusing on capital efficiency and returns, investments in human and capital resources, brand development and the redesign and implementation of significantly improved internal processes, including processes for managing our fleet, operating our stores and pricing our offerings. Our current management team led the effort to decentralize the business into nine regions, allowing regional leadership to take responsibility for regional profit and loss, thereby improving customer service and results. Under our management team‟s leadership, our operating income margins increased from 10.4% in 2003 to 26.1% for the nine months ended September 30, 2006. Supporting our management team‟s initiatives is a highly motivated and experienced group of nine regional vice presidents with an average of approximately 17 years of industry experience. Business Strategy Increase Market Share and Pursue Profitable Growth We believe that our high quality fleet, large scale and national footprint and superior customer service position us to continue to gain market share in the highly fragmented U.S. equipment rental market. We intend to take advantage of the opportunities for profitable growth within the North American equipment rental market by: • continuing to drive the profitability of existing stores and pursuing same store growth; • continuing to invest in and maintain our high quality fleet to meet local customer demands; • leveraging our reputation for superior customer service to increase our customer base; • increasing our market penetration by opening new stores in targeted growth markets, many of which will be adjacent to current operations, which will allow us to leverage existing infrastructure and customer relationships; • increasing our presence in complementary rental and service offerings, many of which can be offered from our existing locations and provide incremental opportunities to increase same store revenues, margins and return on investment; • continuing to align incentives for local management teams with both profit and growth targets; and • pursuing selected acquisitions in attractive markets, subject to economic conditions. Further Drive Profitability, Cash Flow and Return on Capital We believe there are opportunities to further increase the profitability of our operations by continuing to: • focus on the higher margin rental business; • actively manage the quality, reliability and availability of our fleet and offer superior customer service, which supports our premium pricing strategy; • evaluate each new investment in fleet based on strict return guidelines;

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• deploy and allocate fleet among our operating regions based on pre-specified return thresholds to optimize utilization; and • use our size and market presence to achieve economies of scale in capital investment. Further Enhance Our Industry Leading Customer Service We believe that our position as a leading provider of rental equipment to our customers is driven in large part by our superior customer service and our reputation for such service. We intend to maintain our reputation, which we believe will allow us to further expand our customer base and increase our share of the fragmented U.S. equipment rental market, by continuing to: • meet our customers‟ demands for superior fleet quality, availability and reliability; • recruit, train and retain a high quality work force able to forge strong relationships with customers; • provide customers with comprehensive and responsive service, including through our in-house 24/7 call center; and solicit customer feedback through focus groups and customer satisfaction telephone surveys to continuously improve our customer service. Business Our business is focused on equipment rental and includes sales of used rental equipment and sales of merchandise that is tied to the use of our rental equipment. We offer for rent over 1,400 categories of equipment on an hourly, daily, weekly or monthly basis. The type of equipment that we offer ranges from large equipment such as backhoes, forklifts, air compressors, scissor lifts, booms and skid-steer loaders to smaller items such as pumps, generators, welders and electric hand tools. Our rental revenues grew from $899.2 million in 2003 to $1,140.3 million in 2005, representing a compound annual growth rate of 12.6%, and we have grown significantly in Canada, with a 33.8% compound annual growth rate over the same period. We routinely sell used rental equipment and invest in new equipment to manage the age, size and composition of our fleet and to adjust to changes in demand for specific rental products. We realize what we believe to be attractive sales prices for our used equipment due to our rigorous preventive maintenance program. We sell used rental equipment primarily through our existing branch network and, to a lesser extent through other means, including through third parties such as equipment auctions and brokers. As a convenience for our customers, we offer for sale a broad selection of contractor supplies, including safety equipment such as hard hats and goggles, consumables such as blades and gloves, tools such as ladders, and shovels and certain other ancillary products. We also sell a small amount of new equipment. In the first nine months of 2006, our revenues from merchandise was $70.8 million, representing 5.7% of total revenues, down from 7.2% of revenues for the first nine months of 2005. This reduction of revenues from sales of merchandise reflects our shift of capital and human resources to and focus on our more profitable core rental operations, which has allowed us to grow our operating margins from 10.4% in 2003 to 26.1% for the nine months ended September 30, 2006. Operations We are organized into three geographic divisions, each overseeing three operating regions. Each of these regions is headed by a regional vice president. Our operating regions typically

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have eight to 10 districts headed by a district manager overseeing five to six rental location stores and each store is managed by a store manager. Our Canadian region has five districts and 20 rental locations. Operating within guidelines established and overseen by our executive management, regional and district personnel are able to make decisions based on the needs of their customers. Our executive management conducts monthly operating reviews of regional performance and also holds three formal meetings with representatives of each operating region per year. These meetings encompass operational and financial reviews and talent assessment, leadership development and regional near-term strategy. Regional vice presidents, district managers and store managers are responsible for management and customer service in their respective areas and are directly responsible for the financial performance of their respective region, district and store, and their variable compensation is tied to the profitability of their area. Customers We have long and stable relationships with most of our customers, including relationships in excess of 10 years with the majority of our top 20 customers. We have steadily increased our account activations per month over several years and during the eighteen months ended September 30, 2006, we serviced over 480,000 customers, primarily in the non-residential construction and industrial markets. During the twelve months ended September 30, 2006, no one customer accounted for more than 1.5% of our total revenues, and our top 10 customers combined represented approximately 7% of our total revenues. We do not believe the loss of any one customer would have a material adverse effect on our business. We have a diversified customer base consisting of two major end-markets, non-residential construction, and industrial. We also have customers in the residential construction end-market. Our customer mix across the regions is similar except for the Southern and Canadian regions which have a proportionally higher share of industrial customers. Our customers represent a wide variety of industries, such as the non-residential construction, petrochemical, paper/pulp and food processing industries. Serving a number of different industries enables us to reduce our dependence on a single or limited number of customers in the same business and somewhat reduces our dependence on construction cycles and the seasonality of our revenues. Customers from the non-residential construction and industrial markets accounted for 94% of our total revenues for the twelve months ended September 30, 2006. Non-residential construction customers vary in size from national and regional to local companies and private contractors and typically make use of the entire range of rental equipment and supplies that we offer. Non-residential construction projects vary in terms of length, type of equipment required and location requiring responsive and flexible services. Industrial customers are largely geographically concentrated along the Gulf Coast of the United States, as well as in industrial centers such as Chicago and Fort McMurray in Alberta, Canada. Many of our largest accounts are oil and petrochemical facilities that require rental services grouped into the following activities: • “run and maintain,” which relates to day to day maintenance; • “turnaround,” which relates to major planned general overhaul of operations; and • “capital projects,” which relate to any expansion or modification work. In our experience, industrial customers engage in long-term service contracts with trusted suppliers to meet their equipment requirements. In order to capitalize on this trend, we operate rental yards on-site at the facilities of some of our largest industrial customers pursuant to three to five year contracts that may be cancelled by either party upon 30 days‟ notice. Under these contracts, we typically agree to service all of our customers‟ equipment rental needs,

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including products we do not typically rent. We have also developed a proprietary software application, Total Control ® , which provides our industrial clients with a single in-house software application that enables them to monitor and manage all their rental and off-rental equipment. This software can be integrated into the customers‟ enterprise resource planning system. Residential construction customers are located throughout the country and accounted for 6% of our total revenues for the twelve months ended September 30, 2006. These customers have less frequent rental needs, often over weekends, and typically rent smaller equipment and tools. Customer Service. To ensure prompt response to customer needs, we operate a 24/7 in-house call center, which we believe gives us a competitive advantage because few of our competitors provide this service. Our in-house call center staff is highly trained and has access to all databases providing clients with best-in-class service. Additionally, customers have full access to all company employees on call, enabling appropriate support at any time. We also pursue a number of initiatives to assess and enhance customer satisfaction. With the assistance of professional research firms, we conduct customer focus groups to assess brand awareness and overall service quality perception. In addition, we contact approximately 23,000 of our customers annually to determine their overall satisfaction levels. We also test the quality of our service levels by recording randomly selected phone calls with customers for coaching opportunities and to evaluate courtesy and staff knowledge. Fleet As of September 30, 2006, our rental fleet had an original equipment cost of $2.3 billion covering over 1,400 categories of equipment, and in the twelve month period ended September 30, 2006, our rental revenues were $1,323.6 million. Rental terms for our equipment vary depending on the customer‟s needs, and the average rental term in the twelve month period ended September 30, 2006 was between nine and ten days. We believe that the size of our purchasing program and importance of our business to our suppliers allows us to purchase fleet at favorable prices and on favorable terms. We believe that our highly disciplined approach to acquiring, deploying, sharing, maintaining and divesting fleet represents a key competitive advantage and is one of the main reasons that we lead the industry in profitability and returns on invested capital. The following table provides a breakdown of our fleet in terms of original cost as of September 30, 2006.
Equipment Rental Fleet Breakdown as of September 30, 2006

% of Total

Aerial Work Platform (AWP) booms Fork lifts Earth moving AWP scissors Trucks Air Generators/Light towers Compaction Other

28.0 23.2 20.4 10.8 4.2 3.8 2.8 2.7 4.1

Fleet Management Process. We believe that our disciplined fleet management process, with its focus on capital efficiency whereby new investments are evaluated on strict return guidelines and at a local level, enables us to maintain optimal fleet utilization. Consistent with our decentralized operating structure, each region is responsible for the quality of its allocated fleet, providing timely fleet maintenance, fleet movement and fleet availability. This process is

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led by regional fleet directors who make investment/divestment decisions within strict return on investment guidelines. Fleet requirements are first determined at a local level and are then evaluated for potential internal equipment reallocation on a district or regional level. Local revenues are forecasted on a store-by-store basis on the basis of targeted utilization and rental rates. Regional vice presidents use this information to develop near term regional customer demand estimates and appropriately allocate investment requirements. As a result of this process, our fleet time utilization has increased from 57% for the twelve months ended September 30, 2002 to over 72% for the twelve months ended September 30, 2006. The regional fleet management process is overseen by our corporate fleet management, which is responsible for the overall allocation of the fleet among and between the regions, evaluates all electronic investment requests by regional fleet directors, develops and enforces a ceiling for the fleet size for each region based on short-term local outlook, return and efficiency requirements and need at the time, and identifies under-utilized equipment for sale. Corporate fleet management will accept an investment request only if such investment is deemed to achieve a pre-specified return threshold and if the request cannot be satisfied through internal fleet reallocation. Divestments or fleet transfers are implemented when the fleet generates returns below the pre-specified threshold. If corporate fleet management cannot identify a need for a piece of equipment in any region, the equipment is targeted for sale. We realize what we believe to be attractive sales prices for our used equipment due to our rigorous preventive maintenance program. We sell used rental equipment primarily through our existing branch network and, to a lesser extent through other means, including through third parties such as equipment auctions and brokers. We also continuously monitor the profitability of our equipment through our information management systems. Each piece of equipment is evaluated on a number of performance criteria, including time utilization rate, average billing rate, preventive maintenance, age and, most importantly, return on investment. We utilize this data to transfer equipment to locations where the highest utilization rates, highest prices and best returns can be achieved. We have a strategic pricing team fully dedicated to developing optimal pricing strategies for rental equipment. Pricing decisions are done on a local level to reflect current market conditions. Daily reports, which allow for review of agreements by customer or contract, enable local teams to monitor trends and limit heavy discounting that can suppress rental rates. We conduct continuous training to educate store managers and sales people on how to keep rental rates high by providing excellent customer service, adjusting the fleet size and improving utilization. As a result, rental rates have demonstrated strong growth and average discounts on rentals have declined significantly over the last few years. We have also made proprietary improvements to our information management systems, such as integrating our maintenance and reservation management systems which prioritizes equipment repairs based on customer reservations and time in shop. The majority of major repairs are outsourced to enable RSC to focus on maintenance and parts replacement. We have also implemented a rigorous preventive maintenance program that increases reliability, decreases maintenance costs, extends the equipment‟s useful life and improves fleet availability and the ultimate sales price we realize on the sale of used equipment. These initiatives have resulted in a reduction of unavailable fleet as a percentage of total fleet from 28.2% in the fourth quarter of 2001 to 8.7% in the third quarter of 2006. During the same period, available fleet remained constant in absolute terms. This improvement enabled us to reduce the capital expenditure requirements necessary to grow our business by approximately $681 million during that period. In addition, in September 2006, 97.4% of our fleet was current on its manufacturer‟s recommended preventive maintenance and maintenance costs as a percentage of rental revenues have decreased from 9.6% in 2003 to 7.6% for the last nine months of September 30, 2006.

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Fleet Procurement. We believe that our size and focus on long-term supplier relationships enable us to purchase equipment directly from manufacturers at favorable prices and on favorable terms. We do not enter into long-term purchase agreements with equipment suppliers because we wish to preserve our ability to respond quickly and beneficially to changes in demand for rental equipment. To ensure security of supply, we do, however, maintain non-binding arrangements with our key suppliers whereby we provide a forecast of our anticipated fleet needs for the coming year so that our suppliers can plan their production capacity needs. Accordingly, original equipment manufacturers deliver equipment to our facilities based on our current needs in terms of quantity and timing. We have negotiated favorable payment terms with the majority of our equipment suppliers. We believe that our ability to purchase equipment on what we believe are favorable terms represents a key competitive advantage afforded to us by the scale of our operations. Over the last several years, we have reduced the number of suppliers from which we purchase rental equipment to two suppliers each for almost all major equipment categories that we offer for rent. We believe that we could readily replace any of our existing suppliers if it were no longer advantageous to purchase equipment from them. Our major equipment suppliers include JLG, Genie, Skyjack and John Deere. During the first nine months of 2006, we purchased $640.2 million of new rental equipment compared to $537.1 million during the first nine months of 2005 and $691.9 million and $419.9 million in 2005 and 2004, respectively. Fleet Age. We believe our diverse equipment fleet is the youngest, best maintained and most reliable in our industry among our key competitors. From January 2005 to September 30, 2006, the average age of our fleet declined from 39.8 months to 24.6 months. Through our fleet management process discussed above under “—Fleet Management Process,” we actively manage the condition of our fleet to provide customers with well maintained and reliable equipment and to support our premium pricing strategy. Sales and Marketing We market our products and services through: • a store-based sales force operating out of our network of local stores; • local and national advertising efforts; and • our self-service, web-based solution: RSC Online ® . Sales Force. We believe that our sales force is one of the industry‟s most productive and highly trained. As of September 30, 2006, we had inside sales employees performing a variety of functions such as handling inbound customer rental requests and servicing customers at the stores and outside sales employees servicing existing customers and soliciting new business on construction or industrial sites. Our sales force uses a proprietary territory management software application to target customers in their specific area, and we develop customized marketing programs for use by our sales force by analyzing each customer group for profitability, buying behavior and product selection. All members of our sales force are required to attend frequent in-house training sessions to develop product and application knowledge, sales techniques and financial acumen. Our sales force is supported by regional sales and marketing managers. RSC Online ® . We provide our customers with a self-service, web-based solution: RSC Online ® . Our customers can reserve equipment online, consult reports, use our report writer tool to create customized reports, terminate rental equipment reservations, schedule pick-ups and make electronic payments 24 hours a day, seven days a week. In addition, we maintain a home page on the Internet (http://www.rscrental.com) that includes a description of our products and services, our geographic locations and our online catalogue of used rental equipment for sale, as well as live 24/7 “click to chat” support.

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Information Systems We operate a highly developed rental information management system through which key operational and financial information is made available on a daily basis. Our executive management team uses this information to monitor current business activities closely, looking at customer trends and proactively responding to changes in the marketplace. Our enterprise resource management system is comprised of software licensed from Wynne Systems, Inc. and a number of proprietary enhancements covering amongst others, financial performance, fleet utilization, service, maintenance and pricing. The system fully combines all store operations such as rentals, sales, service and cash management, with the corporate activities including finance, fixed asset and inventory management. All rental transactions are processed real-time through a centralized server and the system can be accessed by any employee at the point of sale to determine equipment availability, pricing and other customer specific information. In addition, we utilize Lawson Associates Inc. software for our general ledger and human resources information systems, and we outsource a limited number of other functions, such as payroll functions. Primary business servers are outsourced to IBM, including the provision of a disaster recovery system. Members of our management can access all of these systems and databases throughout the day at all of our locations or through the Internet via a secure key to analyze items such as: • fleet utilization and return on investment by individual asset, equipment category, store, district or region; • pricing and discounting trends by store, district, region, salesperson, equipment category or customer; • revenue trends by store, district, region, salesperson, equipment category or customer; and • financial results and performance of stores, districts, regions and the overall company. We believe that our use of information technology is a key component in our successful performance and that continued investment in this area will help us maintain and improve upon our customer satisfaction, responsiveness and flexibility. Intellectual Property We have registered or are in the process of registering the marks RSC and RSC Equipment Rental and certain other trademarks in the United States and Canada. We have not registered all of the trademarks we own and use in the business. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. While we have not registered any copyrightable aspects of RSC Online, we believe that our use of contractual provisions and confidentiality procedures provide adequate protection of our rights in such software. Competition The equipment rental industry is highly competitive and highly fragmented, with large numbers of companies operating on a regional or local scale. Our competitors in the equipment rental industry range from other large national companies to small regional and local businesses. The number of industry participants operating on a national scale is, however, much smaller. We are one of the principal national-scale industry participants in the United States and Canada. In the United States and Canada, the other national-scale industry participants are United Rentals, Inc., Hertz Equipment Rental Corporation and Sunbelt Rentals. Certain of our key regional competitors are Neff Rental, Inc., Ahern Rentals, Inc. and Sunstate

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Equipment Co. A number of individual Caterpillar dealers also participate in the equipment rental market in the United States and Canada. Competition in the equipment rental industry is intense, and is defined by equipment availability, price and service. Our competitors, some of which may have access to substantial capital, may seek to compete aggressively on the basis of pricing or new fleet availability. To the extent that we choose to match our competitors‟ downward pricing, it could have a material adverse impact on our results of operations. To the extent that we choose not to match or remain within a reasonable competitive distance from our competitors‟ pricing, it could also have an adverse impact on our results of operations, as we may lose rental volume. Employees As of September 30, 2006, we had 5,114 employees. Employee benefits in effect include group life insurance, hospitalization and surgical insurance and a defined contribution pension plan. Labor contracts covering the terms of employment of approximately 127 of our employees are presently in effect under nine collective bargaining agreements with local unions relating to 21 separate rental locations in seven states. We may be unable to negotiate new labor contracts on terms advantageous to us or without labor interruptions. We have had no material work stoppage as a result of labor problems during the last six years. We believe our labor relations to be good. Regulatory Matters Environmental, Health and Safety Matters Our operations are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations. These laws regulate releases of petroleum products and other hazardous substances into the environment as well as storage, treatment, transport and disposal of wastes, wastewater, stormwater and air quality and the remediation of soil and groundwater contamination. These laws also regulate our ownership and operation of tanks used for the storage of petroleum products and other regulated substances. We have made, and will continue to make, expenditures to comply with environmental laws and regulations, including, among others, expenditures for the investigation and cleanup of contamination at or emanating from currently and formerly owned and leased properties, as well as contamination at other locations at which our wastes have reportedly been identified. Some of these laws impose strict and in certain circumstances joint and several liability on current and former owners or operators of contaminated sites for costs of investigation and remediation. We cannot assure you that compliance with existing or future environmental, health and safety requirements will not require material expenditures by us or otherwise have a material adverse effect on our consolidated financial position, results of operations or cash flow. We are currently investigating and remediating contamination at several current and former facilities. As of September 30, 2006, we have accrued approximately $2.2 million for environmental liabilities which relates primarily to obligations to investigate and remediate soil and groundwater contamination at various current and former facilities, which contamination may have been caused by historical operations (including operations conducted prior to our involvement at a site) or releases of regulated materials from underground storage tanks or other sources. We rely heavily on outside environmental engineering and consulting firms to assist us in complying with environmental laws. While our environmental, health and safety compliance

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costs are not expected to have a material impact on our financial position, we do incur significant costs to purchase and maintain wash racks and storage tanks and to minimize releases of regulated materials from such sources. Transportation, Delivery and Sales Fleet We lease at variable interest rates vehicles we use for transportation and delivery of fleet equipment and vehicles used by our sales force under capital leases with lease periods expiring at various dates through 2013. Our delivery fleet includes tractor trailers, delivery trucks and service vehicles. The vehicles used by our sales force are primarily pickup trucks. Capital lease obligations amounted to $122.5 million and $98.8 million at September 30, 2006 and December 31, 2005, respectively, and we had 3,761 units and 3,528 units leased at September 30, 2006 and December 31, 2005, respectively. Properties As of September 30, 2006, we operated through a network of 452 rental locations. Of these locations, 432 were in the United States and 20 were in Canada. As of December 31, 2005, we operated 447 rental locations. Of these locations, 428 were in the United States and 19 were in Canada. We lease the real estate for all but four of our locations. The majority of our leases are for five year terms with renewal options. Our rental locations are generally situated in industrial or commercial zones. The typical location is approximately 7,500 square feet in size, located on approximately 2.0 acres and includes a customer service center, an equipment service area and storage facilities for equipment. We have expanded our network of equipment rental locations in 2006, adding 10 new locations in the United States and one in Canada. Our corporate headquarters are located in Scottsdale, Arizona, where we occupy approximately 32,800 square feet under a lease that expires in 2008. Legal Proceedings We are party to legal proceedings and potential claims arising in the ordinary course of our business, including those described below. We are currently a defendant in numerous actions and have received numerous claims on which actions have not yet been commenced for bodily injury and property damage arising from the operation of equipment rented from us. In addition, RSC Holdings is named as one of a number of co-defendants in actions filed on behalf of plaintiffs seeking damages for silicosis. RSC Holdings is also named as one of a number of co-defendants in actions filed on behalf of plantiffs seeking damages resulting from exposure to alleged asbestos included in equipment manufactured by our former affiliates. Pursuant to the Recapitalization Agreement, and subject to certain limitations set forth therein, ACAB and ACF have agreed to indemnify us against and defend us from all losses, including costs and reasonable expenses, resulting from claims related to the Recapitalization and our business, including, without limitation: the claims alleging exposure to silica and asbestos as noted above; the transfer of certain businesses owned by RSC Holdings but not acquired by the Sponsors in connection with the Recapitalization; certain employee-related matters; any activities, operations or business conducted by RSC Holdings or any of its affiliates other than our business; and certain tax matters. ACAB‟s and ACF‟s indemnity for claims related to alleged exposure to silica entitles us to coverage for one half of all silica related losses until the aggregate amount of such losses equals $10 million and to coverage for such losses in excess of $10 million until the aggregate amount of such losses equals $35 million. ACAB‟s and ACF‟s general indemnity for breach of representations and warranties related to our business covers aggregate losses in excess of $33 million, excluding any individual loss of less than $75,000, and the maximum we can recover is 20% of the

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Recapitalization Purchase Price, as adjusted in accordance with the Recapitalization Agreement. ACAB and ACF may not have sufficient assets, income and access to financing to enable them to satisfy their indemnification obligations under the Recapitalization Agreement or that they will continue to honor those obligations. If ACAB or ACF do not satisfy or otherwise honor their obligations, then we may be liable for any damages awarded in connection with a successful action brought against us and may have to assume the defense of such claims. Any failure by ACAB or ACF to perform these obligations could have a material adverse effect on us. In addition to the foregoing, various legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against us and our subsidiaries. Litigation is subject to many uncertainties, and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings, including those discussed above, could be decided unfavorably to us or any of our subsidiaries involved. Although the amount of liability with respect to these matters cannot be ascertained, potential liability in excess of related accruals is not expected to materially affect our consolidated financial position, results of operations or cash flows.

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MANAGEMENT Directors and Executive Officers Set forth below are the names, ages and positions of our directors and executive officers as of February 12, 2007.
Nam e Ag e

Position

Erik Olsson Keith Sawottke Homer Graham Charles Foster David Ledlow Joseph Turturica Kevin Groman Denis Nayden Timothy Collins Edward Dardani Douglas Kaden Christopher Minnetian John R. Monsky Scott Spielvogel Donald Wagner Frederik Nijdam

44 50 55 46 47 39 36 52 50 44 35 37 48 33 43 66

President, Chief Executive Officer and Director Senior Vice President and Chief Financial Officer Senior Vice President of Operations Senior Vice President of Operations Senior Vice President of Operations Senior Vice President and Chief People Officer Senior Vice President, General Counsel and Corporate Secretary Director, Chairman of the Board Director Director Director Director Director Director Director Director

Erik Olsson has served as President and Chief Executive Officer of RSC since August 2006. Mr. Olsson joined RSC in 2001 as Chief Financial Officer and in 2005 became RSC‟s Chief Operating Officer. During the 13 years prior to 2001, Mr. Olsson held various senior financial management positions at Atlas Copco Group in Sweden, Brazil and the United States, most recently serving as Chief Financial Officer for Milwaukee Electric Tool Corporation in Milwaukee, Wisconsin, an Atlas Copco Group owned company at that time, from 1998 to 2000. Keith Sawottke has served as Senior Vice President and Chief Financial Officer of RSC since 2005. Mr. Sawottke served as RSC‟s Vice President of Finance and Accounting from 2002 through 2005, and as its Controller from 2001 to 2002. Prior to joining RSC, Mr. Sawottke held financial management positions with MicroAge Technologies Services, Inc., Russcor Technology, Inc., Pacific Atlantic Systems Leasing, Inc. and Bell Atlantic Systems Leasing, Inc., and was an auditor with Arthur Andersen and Co. Homer Graham has served as Senior Vice President, Operations (Northeast, Midwest and Great Lakes Regions) of RSC since 2006. Mr. Graham joined Rental Service Corporation, a predecessor to RSC, in 1998, holding various field management positions, serving most recently as Regional Vice President for the Northeast Region. Prior to joining RSC, Mr. Graham served as a general manager for Approved Equipment Company, later acquiring the company and operating it for 18 years. Charles Foster has served as Senior Vice President, Operations (Southeast, Southern and Texas Regions) of RSC since 2006. Mr. Foster joined the corporation in 1984 as a management trainee of Prime Equipment, a predecessor to Prime Service, Inc., which merged into Rental

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Service Corporation to form RSC. Mr. Foster has held several management positions within RSC, including Regional Vice President for operations in Georgia, Florida, and Alabama, Regional Vice President for the Southern Region from 2001 to 2004 and, most recently, Regional Vice President for the Southeast Region from 2004 to 2006. David Ledlow has served as Senior Vice President, Operations (Mountain, Western and Canadian Regions) of RSC since 2006. Mr. Ledlow joined Rental Service Corporation, a predecessor to RSC, in 1984 and has occupied positions in outside sales, sales management, regional management, and served as Region Vice President for the Southeast Region from 1996 to 2000 and Region Vice President for the Western/Mountain Region from 2001 to 2006. Prior to joining RSC, Mr. Ledlow was Vice President of Sales at Walker Jones Equipment, a company later acquired by Rental Service Corporation, a predecessor to RSC. Joseph Turturica has served as Senior Vice President and Chief People Officer of RSC since 2006. Mr. Turturica joined RSC as Vice President of Human Resources in 2005. Prior to RSC, Mr. Turturica served as Vice President of Staffing and Associate Relations at Penske Truck Leasing from 2000 to 2005 and Vice President of Human Resources at Detroit Diesel Corporation, an affiliate of Penske Corporation from 1994 to 2000. Kevin Groman has served as Senior Vice President, General Counsel and Corporate Secretary of RSC since December 2006. Prior to joining RSC, Mr. Groman served as Vice President, Associate General Counsel, Deputy Compliance Officer, and Assistant Secretary of PetSmart, Inc., a specialty pet retail supplies and services company. Mr. Groman held various positions at PetSmart from 2000 to 2006. From 1995 to 2000, Mr. Groman held several counsel positions including Senior Counsel and Assistant Secretary with CSK Auto Corporation, an auto parts retailer operating under the names Checker, Schuck‟s, and Kragen Auto Parts Stores. Denis Nayden has served as a director and Chairman of the Board of RSC Holdings and RSC since shortly after the Recapitalization. He is a Managing Partner of Oak Hill Capital Management, LLC and has been with the firm in that position since 2003. Mr. Nayden co-heads the industry groups focused on investments in basic industries and business and financial services. Prior to joining Oak Hill Capital Management, LLC in 2003, Mr. Nayden was Chairman and Chief Executive Officer of GE Capital from 2000 to 2002 and had a 27-year tenure at General Electric Co. during which he also served as Chief Operating Officer, Executive Vice President, Senior Vice President and General Manager in the Structured Finance Group, Vice President and General Manager in the Corporate Finance Group and Marketing Administrator for Air/Rail Financing as well as in various other positions of increasing responsibility. Mr. Nayden serves on the Boards of Directors of Duane Reade, Inc., Genpact Global Holdings, GMH Communities Trust, Healthcare Services, Inc. and Primus International, Inc. Timothy Collins has served as a director of RSC Holdings and RSC since shortly after the Recapitalization. Mr. Collins founded Ripplewood Holdings L.L.C. in 1995 and has been CEO and Senior Managing Director since its inception. Prior to founding Ripplewood Holdings L.L.C., Mr. Collins managed the New York office of Onex Corporation, a Toronto-based investment company, from 1990 to 1995. Prior to Onex, Mr. Collins was a Vice President at Lazard Frères & Company from 1984 to 1990. Previously, he worked from 1981 to 1984 with the management consulting firm of Booz, Allen & Hamilton, specializing in strategic and operational issues of major industrial and financial firms. Mr. Collins is also the Chief Executive Officer of RHJ International SA. Mr. Collins currently serves as a director of Commercial International Bank, RHJ International and Shinsei Bank, each of which is publicly traded, and Supresta and WRC Media, which are portfolio companies of Ripplewood Holdings L.L.C. Edward Dardani has served as a director of RSC Holdings and RSC since shortly after the Recapitalization. He is a Partner of Oak Hill Capital Management, LLC and has been with the firm since 2002. Mr. Dardani is responsible for investments in the business and financial

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services industry group. Prior to joining Oak Hill Capital Management, LLC in 2002, he worked in merchant banking at DB Capital Partners from 1999 to 2002, as a management consultant at McKinsey & Company, and in the high-yield and emerging-growth companies groups at Merrill Lynch. Mr. Dardani serves on the Boards of Directors of American Skiing Company, Arnold Logistics, LLC, Cargo 360, Inc. and Exl Service Holdings, Inc. Douglas Kaden has served as a director of RSC Holdings and RSC since shortly after the Recapitalization. He is a Partner of Oak Hill Capital Management, LLC and has been with the firm since 1997. Mr. Kaden is responsible for investments in the business and financial services industry group. Prior to joining Oak Hill Capital Management, LLC, he worked at James D. Wolfensohn, Inc, a mergers and acquisitions advisory firm. Mr. Kaden serves on the Board of Directors of VTX Holdings, Ltd. and as an observer on the Board of Directors of Genpact Global Holdings. Christopher Minnetian has served as a director of RSC Holdings and RSC since shortly after the Recapitalization. Mr. Minnetian is a Managing Director and General Counsel of Ripplewood Holdings L.L.C., having been with the firm since 2001. Previously, Mr. Minnetian was an attorney with the law firm of DLA Piper where he was a member of the firm‟s Corporate & Securities practice group. At DLA Piper, his practice focused on domestic and international mergers and acquisitions, venture capital transactions, private equity investments and associated general corporate matters. Prior to such time, Mr. Minnetian worked at the law firm of Reed Smith. Mr. Minnetian currently serves as a director of Delavau, Direct Holdings, Last Mile Connections, Saft Power Systems, Supresta and WRC Media, each of which is a portfolio company of Ripplewood Holdings L.L.C. John R. Monsky has served as a director of RSC Holdings and RSC since February 2007. Mr. Monsky is a Partner and General Counsel of Oak Hill Capital Management, LLC. He also serves as general counsel of Oak Hill Advisors, LP. He has served with such firms, and their related entities, since 1993. Previously, Mr. Monsky served as a mergers and acquisitions attorney at Paul, Weiss, Rifkind, Wharton & Garrison LLP, an assistant counsel to a Senate committee on the Iran-Contra affair and a law clerk to the Hon. Thomas P. Griesa of the Southern District of New York. Mr. Monsky serves on the Boards of Directors of Genpact Investment Co. (Lux) and W.A. Butler Company. Scott Spielvogel has served as a director of RSC Holdings and RSC since shortly after the Recapitalization. Mr. Spielvogel has been a Vice President of Ripplewood Holdings L.L.C. since 2005. Prior to joining Ripplewood Holdings L.L.C., from 1998 to 2005 Mr. Spielvogel was a Principal at Windward Capital Partners, a private equity firm focused on leveraged buyouts of middle market companies in a wide variety of industries. From 1995 to 1998, Mr. Spielvogel was an associate at boutique investment banking firm The Argosy Group, LP and its successor CIBC Oppenheimer. Mr. Spielvogel currently serves as a director of Last Mile Connections and Saft Power Systems, each of which is a portfolio company of Ripplewood Holdings L.L.C. Donald Wagner has served as a director of RSC Holdings and RSC since shortly after the Recapitalization. Mr. Wagner is a Managing Director of Ripplewood Holdings L.L.C., having been with the firm since 2000. Mr. Wagner is responsible for investments in several areas and heads the industry group focused on investments in basic industries. Previously, Mr. Wagner was a Managing Director of Lazard Frères & Co. LLC and had a 15 year career at that firm and its affiliates in New York and London. He was the firm‟s chief credit and capital markets expert in its merger advisory and corporate finance activities and specialized in corporate finance assignments involving leveraged companies. Mr. Wagner was also a member of all of the firm‟s Underwriting Committees and sat on the Investment Committees of Lazard Capital Partners and Lazard Technology Partners. Mr. Wagner currently serves as a director of Aircell, Saft Power Systems and Supresta, each of which is a portfolio company of Ripplewood Holdings L.L.C.

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Frederik Nijdam has served as a director of RSC Holdings since shortly after the Recapitalization, and has been one of RSC‟s directors since 2002, and from 2002 to 2005 he was RSC‟s Chairman and CEO. Mr. Nijdam is Vice President of ACAB, a position he has held since 2005. From 1995 to 2005, Mr. Nijdam was a Senior Executive Vice President with ACAB, and before 1995 he held various positions with affiliates of ACAB. Mr. Nijdam is Chairman of Atlas Copco Holding UK, Atlas Copco Canada, Atlas Copco Mexicana, and a director of RSC Holdings, Atlas Copco Germany and Putzmeister AG, which is not affiliated with ACAB. Composition of our Board of Directors Board of Directors of RSC Holdings Our business and affairs are managed under the direction of our Board. Our Board is currently composed of ten directors, one of whom is Mr. Olsson, our Chief Executive Officer. Mr. Nayden is the Chairman of the Board. Prior to completion of this offering, our Board will be divided into three classes serving staggered three-year terms. At that time we will designate classes. It is anticipated that, upon completion of this offering, we will increase the size of our Board to 12 directors and appoint three new directors who meet the independence standards of the NYSE. We are a controlled company within the meaning of the NYSE rules and, as a result, may rely on exemptions from the requirements of having a majority of independent directors, a fully independent nominating/corporate governance committee, a fully independent compensation committee, nominating/corporate governance and compensation committee charters and other requirements prescribed for such committees by the NYSE. ACF has the right to appoint one director, unless RSC Holdings has issued common stock in an initial public offering or ACF owns less than 7.5% of the outstanding common stock of RSC Holdings. Our audit committee is currently comprised of Messrs. Kaden and Wagner. While each member of our audit committee has significant financial experience, our Board has not designated any member of the audit committee as an “audit committee financial expert” but expects to do so in the future. None of the current members of the audit committee is considered “independent” as defined in federal securities laws. It is anticipated that upon completion of this offering the audit committee will consist solely of independent directors. The charter for our audit committee will be available without charge on the investor relations portion of our website upon the completion of this offering. Executive and Governance Committee Prior to the consummation of this offering, our executive committee will be renamed the executive and governance committee. Our executive committee is currently comprised of Messrs. Collins, Dardani, Olsson, Nayden and Wagner. Upon the completion of this offering, the executive and governance committee of our Board will consist of . The charter for our executive and governance committee will be available without charge on the investor relations portion of our website upon the completion of this offering. Compensation Committee Our compensation committee is currently comprised of Messrs. Dardani and Wagner. Our compensation committee, upon the completion of this offering, will consist of . The charter for our compensation committee will be available without charge on the investor relations portion of our website upon the completion of this offering. Codes of Ethics We will adopt upon completion of this offering written Standards of Business Conduct, or the “Code of Ethics,” applicable to our directors, chief executive officer, chief financial officer, controller and all other officers and employees of RSC Holdings and its subsidiaries worldwide.

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Copies of the Code of Ethics will be available without charge on the investor relations portion of our website upon completion of this offering or upon request in writing to RSC Holdings Inc., 6929 E. Greenway Parkway, Scottsdale, Arizona 85254, Attention: Corporate Secretary. Compensation of Directors Commencing with the completion of this offering, our directors who are not also our employees will each receive compensation as follows:
Additional Annual Retainer Fee for Annual Retainer Fee Additional Annual Retainer Fee for

Committee Chairman

Committee Chairman

$

$

$

• We will reimburse our directors for reasonable and necessary expenses they incur in performing their duties as directors. • No additional compensation will be paid for serving as a director to an individual who is one of our employees. • A director who is employed by (or affiliated with) one of the Sponsors may assign all or any portion of the compensation he would receive for his services as a director to the Sponsor or its affiliates. Executive Compensation and Related Information Compensation Discussion and Analysis Overview This compensation discussion and analysis is intended to provide information regarding the compensation program of RSC Holdings for its named executive officers as it has been recently designed by our Compensation Committee and as it existed in 2006. It will discuss the philosophy of our compensation program and the structure and manner in which it was developed and continues to evolve, including the elements, the determination of executive compensation, and the reasons we use those elements, in our compensation program. At the beginning of 2006 ACAB, the parent company of RSC Holdings, announced its intention to divest its interest in RSC Holdings. On November 27, 2006, ACAB sold approximately 85% of the RSC to the Sponsors. As a result of this Recapitalization, it was essential for RSC Holdings to develop a compensation program and philosophy that was consistent with North American compensation practices versus a European based compensation philosophy. Compensation Philosophy The compensation philosophy of RSC Holdings is based on our desire to attract, retain and motivate highly talented and qualified executives while rewarding the achievement of strategic goals that are aligned with the long term interest of stockholders. This philosophy supports the need to retain and attract executive talent with specific skill sets, including leadership, team work, long-term strategic vision, a customer-centric focus and strong results orientation. Our compensation philosophy is aligned with our desire for profitable growth in our business resulting in our belief that a significant portion of overall compensation should be at risk through performance-based incentive awards and equity-based compensation. This compensation program supports our results driven culture instilling in management the economic incentives of ownership and encouraging executives to focus on stockholder return.

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Structure Prior to the Recapitalization, RSC Holdings followed the established compensation approval guidelines put in place by ACAB. All compensation decisions regarding the Chief Executive Officer were approved by the President of ACAB. Compensation decisions for the other named executive officers were proposed by the Chief Executive Officer of RSC Holdings and approved by the President of ACAB. Following the Recapitalization the Board of Directors created a Compensation Committee to assist it in fulfilling its responsibility to stockholders with respect to the oversight of the policies and programs that govern all aspects of the compensation of our executive officers. The Compensation Committee created and will continue to review our compensation philosophy and approve all elements of our compensation program for our executive officers. Currently, the Board of Directors has identified 7 officers as executive officers, due to the broad scope of their responsibilities and policy-making authority. Management assists the Compensation Committee with the alignment of strategy through benchmarking, plan design, and administration of our compensation program. Our Chief Executive Officer, for example, makes recommendations on potential merit increases for the other named executive officers. Compensation Elements The four elements of executive compensation (1) base salary, (2) annual performance based incentive, (3) long-term equity incentive compensation and (4) benefits are designed to: • ensure that we continue to attract, retain, and motivate highly talented and qualified executives; • ensure profitable and responsible growth; • align annual performance based incentives with our strategic goals; and • align equity compensation with the long-term interests of our stockholders. Therefore, we have designed our programs to measure and reward performance based on short and long term company objectives, including revenue growth, profitability, cash flow and value creation. These elements of compensation, along with overall levels of compensation, are evaluated and adjusted every year. As part of the evaluation process, we compare the compensation of our senior executives with the compensation of similarly situated executives at surveyed companies across all industries with revenues of $1 billion to $2.5 billion. We accomplish this utilizing recognized published compensation surveys purchased from leading compensation consulting organizations. We also review other considerations, such as business and individual performance, retention, market conditions, and corporate governance. Following are each of the four elements of our compensation program discussed in greater detail: 1. Annual Base Salary

We provide named executive officers with an annual base salary to compensate them for services rendered. On an individual level, we adjust base salaries generally on an annual basis in June taking into account our compensation philosophy while assessing each individual‟s performance and contribution to our business. During 2006, we increased annual base salaries for several of our named executive officers due to promotions and market based adjustments. Mr. Olsson became our President and Chief Executive Officer and Messrs. Graham, Foster and Ledlow were promoted to Senior Vice Presidents of Operations. In addition, Mr. Sawottke received a partial market based adjustment. At fiscal year end, the base salaries of our named

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executive officers were as follows: Mr. Olsson, $550,000, Mr. Sawottke, $249,100, and Messrs. Graham, Foster and Ledlow were each at $260,000. 2. Annual Performance Incentive

We provide annual incentives to drive and reward above-average performance and, accordingly, incentive targets reflect goal achievement. In 2006, as a result of the Recapitalization, we restructured our incentive plan and adopted company-wide changes that included changes to the incentives that will be offered to our named executive officers. Under the previous bonus program, target and maximum level bonuses for our named executive officers were capped at 50%. To encourage exceptional performance, we increased the target annual incentives as a percentage of salary for Mr. Olsson to 45% at threshold, 75% at target and 200% at maximum, Messrs. Sawottke, Graham, Foster, and Ledlow to 45% at threshold, 75% at target and 150% at maximum. Annual incentive payouts are determined by performance against pre-determined goals. Target annual performance is equal to achieving 100% of the Board of Directors approved annual business plan and maximum annual performance reflect results exceeding 112% of the approved annual business plan. After giving effect to bonus payments, minimum goal attainment is set at a 90% threshold of our annual approved business plan. Attainment of performance criteria will be determined by the Compensation Committee of the Board of Directors. In accordance with the Commission‟s rules, what we refer to below as retention bonus is reported in the Summary Compensation Table under the column “Bonus,” while what we refer to as the annual incentive is reported in the Summary Compensation Table under the column “Non-equity incentive plan compensation.” 3. Long-Term Incentive Compensation

We provide long-term incentive compensation in the form of equity-based compensation to create a long-term incentive for our named executive officers‟ successful execution of our business plan, to attract and retain key leaders, to align management with shareholder interests, and to focus our senior management on our long-term business strategy. In 2004, ACAB, our parent company at that time, discontinued granting share appreciation rights under their equity-based incentive compensation plan. ACAB instead replaced it with a cash based incentive of 20% of base salary for certain executives. For fiscal year 2006, no 20% cash bonus was paid due to the Recapitalization and in its place we established a new equity compensation program. The new program operates through the RSC Holdings Stock Incentive Plan (the “Stock Incentive Plan”), which provided for the sale of our common stock to RSC Holdings‟ named executive officers, as well as the grant of stock options to purchase shares of our common stock to those individuals and others. As part of the equity compensation program, each named executive officer made an investment, at his own discretion, in our shares of common stock in an amount that was, for him, a material personal investment, and each executive officer received the grant of a significant number of options to purchase shares of our common stock. The options are subject to vesting over a five-year period with one-third of the options vesting based on continued employment, and two-thirds of the options generally vesting based on RSC Holdings‟ performance against pre-established financial targets based on RSC‟s performance against financial targets to be established annually. All options have a term of ten years from the date of grant. Our Board determined the specific number of shares to be offered and options to be granted to individual employees under the Stock Incentive Plan. The number of options granted to a particular named executive officer was determined based on a number of factors, including the amount of his investment in our shares, his position with the company, and his

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anticipated contribution to our success. The 2006 offering to our named executive officers closed on December 4, 2006. All option grants were of non-qualified options with a per-share exercise price no less than the fair market value of one share of RSC Holdings stock on the grant date. Under the terms of the Stock Incentive Plan, the Board or Compensation Committee may accelerate the vesting of an option at any time. The following table describes the post-termination and change of control provisions to which options are generally subject; capitalized terms in the table are defined in the Stock Incentive Plan.
Consequenc e

Event

Termination of employment for Cause Termination of employment without Cause (except as a result of death or Disability)

Termination of employment as a result of death or Disability

Change in Control

All options are cancelled immediately. All unvested options are cancelled immediately. All vested options generally remain exercisable through the earliest of the expiration of their term or 90 days following termination of employment (180 days if the termination takes place after normal retirement age). Unvested time-vesting options become vested, and vested options generally remain exercisable through the earliest of the expiration of their term or 180 days following termination of employment. Unvested time-vesting options will be cancelled in exchange for a payment unless options with substantially equivalent terms and economic value are substituted for existing options in place of the cancellation.

Generally, employees recognize ordinary income upon exercising options equal to the fair market value of the shares acquired on the date of exercise, minus the exercise price, and we will have a corresponding tax deduction at that time. 4. Benefits

We provide health and welfare and 401(k) retirement benefits to our named executive officers and all eligible employees. We do not provide pension arrangements or post retirement health coverage for our executives or employees. We also offer a Nonqualified Deferred Compensation Plan that allows our named executives and certain other employees to contribute on a pre-tax basis a portion of their base and variable compensation. We do not provide any matching contributions to the Nonqualified Deferred Compensation Plan. We believe perquisites for executive officers should be extremely limited in scope and value, yet beneficial in a cost-effective manner to help us attract and retain our senior executives. As a result, we provide our named executive officers with a limited financial planning allowance via taxable reimbursements for financial planning services like financial advice, estate planning and tax preparation, which are focused on assisting officers in achieving the highest value from their compensation package. In addition, our named executive officers also receive an automobile allowance. Lastly, we do not provide dwellings for personal use other than for temporary job relocation housing. However, during 2006, our Chief Executive Officer, due to his expatriate status and consistent with the ACAB policy for expatriate employees was on a housing allowance and received certain other expatriate benefits. These expatriate benefits were discontinued in April of 2006.

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Compensation in connection with the Recapitalization—Retention Bonus Prior to the Recapitalization and in order to ensure business continuity, ACAB determined it was necessary to provide our named executive officers with retention benefit agreements to encourage them to remain in their positions during the Recapitalization and for a period of time afterwards. The retention benefit agreements were based on the successful sale of the company providing for a payout of a multiple of base salary, 300%, 150%, 100%, 100% and 75% for Messrs. Olsson, Sawottke, Graham, Foster and Ledlow, respectively. The amounts were determined based upon the amount of activity required by each individual to successfully represent the company during the Recapitalization process. The payments under the agreements were to be made 50% at the closing of any such restructuring and 50% 12 months following the closing, provided that the named executive officer was continuously employed by us until then. In connection with the Recapitalization, the agreements were amended to provide for a 100% payout at the Recapitalization Closing Date, so long as the payout was invested in equity of the company in connection with the Recapitalization. These amounts are reflected in the Summary Compensation Table under the column titled “Bonus.” Although we have entered into new employment agreements with our named executive officers—see the section titled “Employment Agreements” following the Grants of Plan-Based Awards Table—we have not entered into new retention benefit agreements with our named executive officers following the Recapitalization. Impact on Compensation Design of Tax and Accounting Considerations In designing its compensation programs, the company considers and factors into the design of such program the tax and accounting aspects of these programs. Principal among the tax considerations is the potential impact of Section 162(m) of the Internal Revenue Code, which generally disallows a tax deduction for public companies for compensation in excess of $1 million paid in any year to the Chief Executive Officer and to the four next most highly compensated executive officers, unless the amount of such excess is payable based solely upon the attainment of objective performance criteria. Our general approach is to structure the annual incentive bonuses and stock options payable to our executive officers in a manner that preserves the tax deductibility of that compensation. Other tax considerations are factored into the design of the company‟s compensation programs, including compliance with the requirements of Section 409A of the Internal Revenue Code, which can impose additional taxes on participants in certain arrangements involving deferred compensation, and Sections 280G and 4999 of the Internal Revenue Code, which affect the deductibility of, and imposes certain additional excise taxes on, certain payments that are made upon or in connection with a change of control. Accounting considerations are also taken into account in designing the compensation programs made available to our executive officers. Principal among these is FAS 123(R), which addresses the accounting treatment of certain equity-based compensation.

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Summary Compensation Table The following Summary Compensation Table summarizes the total compensation awarded to our Named Executive Officers in 2006.
Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(h)

Name (a)

Year (b)

Salary ($)(c)

Bonus (1)($)(d)

Option Awards (2)($)(f)

Non-Equity Incentive Plan Compensation (3)($)(g)

All Other Compensation(4) ($)(i)

Total ($)(j)

Erik Olsson President and Chief Executive Officer since August 4, 2006 Keith Sawottke Chief Financial Officer Charles Foster Senior Vice President, Operations (Southeast, Southern and Texas Regions) Homer Graham Senior Vice President, Operations (Northeast, Midwest and Great Lakes Regions) David Ledlow Senior Vice President, Operations (Pacific, Southwest, and Canada) Thomas B. Zorn President and Chief Executive Officer until August 4, 2006

2006

445,499

1,650,000

62,427

222,750

—

256,407 (5)

2,637,083

2006

229,344

373,650

20,275

114,672

—

21,583

759,524

2006

234,839

305,000

17,741

117,420

—

14,654

689,654

2006

231,682

297,500

20,275

115,841

—

13,799

679,097

2006

238,830

195,000

27,879

119,415

—

17,649

598,773

2006

336,058

—

—

—

—

15,752

351,810

(1) Consists of amounts paid to the named executive officers pursuant to the retention benefit agreements in connection with the Recapitalization and in the case of Messrs. Foster and Graham, an additional discretionary bonus of $45,000 and $37,500 respectively for above average performance in 2006. (2) Valuation based on the dollar amount of option grants recognized for financial statement reporting purposes pursuant to SFAS 123R as described under “Management‟s Discussion and Analysis of Financial Condition and Results of Operations — Recent Accounting Pronouncements”. (3) Consists of the discretionary bonus earned in 2006 pursuant to our annual performance-based incentive program.

(4) Consists of reimbursed car payments for Messrs. Zorn, Sawottke and Graham, use of a company car for Messrs. Olsson, Foster, Graham and Ledlow, certain spouse travel expenses for Mr. Foster, life insurance, and certain matching 401(k) contributions. (5) In addition to the items listed in footnote 4 above, the amount in this column includes relocation benefits provided to Mr. Olsson in connection with his acceptance of employment with us and the relocation of Mr. Olsson and his family to the United States, including a partial year housing allowance, a relocation tax gross-up and certain other relocation and expatriate benefits consistent with the ACAB policy for expatriate employees. These benefits were discontinued in April of 2006.

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Grants of Plan-Based Awards The following Grants of Plan-Based Awards Table summarizes the awards made to the Named Executive Officers under any plan in 2006.
All Other Option Awards: Number of Securities Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Maximu Threshold Target m ($)(c) ($)(d) ($)(e) Estimated Future Payouts Under Equity Incentive Plan Awards(2) Threshold (#)(f) Target (#)(g) Maximum (#)(h) Exercise or Base Price

Grant Date Fair Value of Stock and

Grant Name (a) Date (b)

Under-lying Options (#)(3)(j)

of Option Awards ($/sh)(k)

Option Awards ($)(l)

Erik Olsson Keith Sawottke Charles Foster Homer Graham David Ledlow Thomas Zorn

12/04/06 12/04/06 12/04/06 12/04/06 12/04/06 —

—

—

—

8,403.81 2,729.43 2,388.25 2,729.43 3,752.99 —

16,807.63 5,458.87 4,776.50 5,458.87 7,505.97 —

16,807.63 5,458.87 4,776.50 5,458.87 7,505.97 —

8,403.81 2,729.43 2,388.25 2,729.43 3,752.99 —

244.25 244.25 244.25 244.25 244.25 —

—

(1) Potential amounts payable under the annual variable compensation program have not yet been determined. (2) Represents performance-based options granted in 2006. Each year up to 20% of the performance-based options may vest as follows: 50% of the performance-based options will vest if 80% of the pre-determined performance targets are achieved, 100% vests if 100% of the pre-determined performance targets are achieved and ratable vesting of between 50 and 100% for achievement between 80 and 100%. (3) Represents service-based options granted in 2006, which will vest in five equal annual installments.

Employment Agreements We entered into an employment agreement with Mr. Olsson, our Chief Executive Officer, effective as of August 4, 2006 and entered into employment agreements with the other named executive officers with the exception of Thomas Zorn, effective as of November 28, 2006. Thomas Zorn is no longer employed by us. Under the agreements, our named executive officers are entitled to base salary and variable compensation. The agreements fix base salaries at the levels noted above, and bonus targets and maximums are expressed as a percentage of base salary under the RSC Holdings variable compensation plan. The actual amount of the annual bonus is discretionary and determined based upon our performance. The executives will also be eligible to participate in RSC Holdings‟ employee benefit and equity programs, and will receive an annual car allowance (or in certain circumstances, use of the company car), and an annual tax and financial planning service allowance. The employment agreements with the named executive officers will continue in effect until terminated by either party, and provide that if the employment of the executive is terminated without cause or for good reason (as defined in the agreement), the executive will receive continued payment of base salary, a pro-rata bonus and certain benefits for a fixed period of time. All named executive officers are also subject to confidentiality requirements and post-termination non-competition and non-solicitation provisions. RSC Holdings Stock Incentive Plan On November 30, 2006, our Board of Directors approved the RSC Holdings Stock Incentive Plan. The Stock Incentive Plan provides for the sale of our common stock to RSC Holdings‟ named executive officers, other key employees and directors as well as the grant of stock options to purchase shares of our common stock to those individuals. Our Board of Directors, or a committee designated by it, selects the officers, employees and directors eligible to participate in the Stock Incentive Plan and either the Board or the Compensation Committee may determine the specific number of shares to be offered or options to be granted to an individual employee or

director. A maximum of 154,693.70 shares are reserved for issuance under the Stock Incentive Plan. The Stock Incentive Plan was approved by our stockholders on December 6, 2006.

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All option grants will be non-qualified options with a per-share exercise price no less than fair market value of one share of RSC Holdings stock on the grant date. Any stock options granted will generally have a term of ten years, and unless otherwise determined by the Board or the Compensation Committee will vest in five equal annual installments. The Board or Compensation Committee may accelerate the vesting of an option at any time. In addition, unvested time-vesting options will be cancelled in exchange for a payment if we experience a change in control (as defined in the Stock Incentive Plan) unless options with substantially equivalent terms and economic value are substituted for existing options in place of the cancellation. Vesting of time-based options will be accelerated in the event of an employee‟s death or disability (as defined in the Stock Incentive Plan). Upon a termination for cause (as defined in the Stock Incentive Plan), all options held by an employee are immediately cancelled. Following a termination without cause, vested options will generally remain exercisable through the earliest of the expiration of their term or 90 days following termination of employment (180 days in the case of death, disability or retirement at normal retirement age). Generally, employees recognize ordinary income upon exercising options equal to the fair market value of the shares acquired on the date of exercise, minus the exercise price and we will have a corresponding tax deduction at that time. Unless sooner terminated by our Board of Directors, the Stock Incentive Plan will remain in effect until December 1, 2016. During the last quarter of 2006, we made an equity offering to approximately 20 of RSC‟s executives, including our named executive officers. The shares sold and options granted to our named executive officers in connection with this equity offering are subject to and governed by the terms of the Stock Incentive Plan. The offering closed on December 4, 2006 as to all of our executives except Mr. Groman, whose offering closed on December 19, 2006, shortly after he joined us. Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of securities underlying the stock and option awards for each Named Executive Officer as of the end of 2006.
Option Awards Number of Securities Underlying Unexercised Name (a) Options (#) Exercisable (b) Number of Securities Underlying Unexercised Options (#) Unexercisable (c) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(1) (#)(d)

Option Exercise Price ($)(e)

Option Expiration Date (f)

Erik Olsson Keith Sawottke Charles Foster 2,939 (2) Homer Graham 2,368 (2) David Ledlow Thomas Zorn

25,211.44 8,188.30 7,164.75 8,188.30 11,258.96

244.25 244.25 244.25 9.69 244.25 9.69 244.25

12/04/16 12/04/16 12/04/16 11/27/08 12/04/16 11/27/08 12/04/16

(1) Approximately one-third of the options granted to the named executive officers in 2006 and disclosed in this column are service-based options that will vest in five equal annual installments. The remaining two-thirds of the options granted to the named executive officers in 2006 and disclosed in this column are performance-based options that will vest 20% each year based on the Company‟s achievement of certain pre-determined performance goals. (2) Represents outstanding ACAB share appreciation rights.

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Option Exercised and Stock Vested The following Option Exercises and Stock Vested Table summarizes the options exercised by and stock vesting with respect to our Named Executive Officers in 2006.
Option Awards Number of Shares Value Realized Acquired on Upon Exercise (#)(b) Exercise(2) ($)(c) Stock Awards(1) Number of Shares Acquired on Value Realized Vesting (#)(d) on Vesting(3)($)(e)

Name(a)

Erik Olsson Keith Sawottke Charles Foster Homer Graham David Ledlow Thomas Zorn

59,652 63,042 132,076 124,336 480,991

(1) Represents the exercise of share appreciation rights that were granted to the CEO and the other named executive officers by ACAB.

(2) Value based on aggregate difference between the closing market price on the date of exercise and the exercise and the exercise price. (3) Value based on the aggregate difference between the price of ACAB‟s A shares on the date of exercise and the price of those shares at the grant date.

Pension Benefits We do not sponsor any qualified or non-qualified defined benefit plans. Nonqualified Deferred Compensation The following Nonqualified Deferred Compensation Table summarizes contributions, earnings, withdrawals and balances, if any, relating to nonqualified deferred compensation plans and attributable to our Named Executive Officers for 2006.
Executive Contributions in Last FY ($)(b) Registrant Contributions in Last FY ($)(c) Aggregate Earnings in Last FY ($)(d) Aggregate Withdrawals/ Distributions ($)(e) Aggregate Balance at Last FYE ($)(f)

Name(a)

Erik Olsson Keith Sawottke Charles Foster Homer Graham David Ledlow Thomas Zorn

0 19,346 0 0 0 9,029

0 0 0 0 0 0

0 8,009 0 677 54,058 1,786

0 0 0 0 0 44,159

0 66,165 0 21,035 1,064,990 0

Potential Payments upon Termination or Change in Control Each of the named executive officers is entitled to receive severance if they are terminated without Cause or for Good Reason. Under the terms of each of the employment agreements “Cause” is defined as (i) the failure of the executive to implement or adhere to material policies, practices, or directives of the Company, including the Board, (ii) conduct of a fraudulent or criminal nature; (iii) any action of the executive that is outside the scope of his employment duties that results in material financial harm to the Company, (iv) conduct that is in violation of

any provision of the employment agreement or any other agreement between the company and the executive and (v) solely for purposes of death or disability. “Good Reason” means any of the following occurrences without the executives consent: (a) a material diminution in, or assignment of duties material inconsistent with the executives position

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(including status, offices, titles and reporting relationships), (b) a reduction in base salary that is not a part of an across the board reduction, (c) a relocation of the executive‟s principal place of business to a location that is greater than 50 miles from its current location or (d) the Company‟s material breach of the employment agreement. Under the terms of each of the employment agreements, assuming the employment of our named executive officers were to be terminated without Cause or for Good Reason as of December 31, 2006, each named executive officer would be entitled to the following payments and benefits: • For Mr. Olsson, continuation of base salary for 36 months and for Messrs. Sawottke, Foster, Graham, and Ledlow, continuation of base salary for 30 months if terminated prior to November 28, 2007 (continuation of base salary for 24 months if terminated following November 28, 2007). The potential amounts of the post-employment compensation with respect to the continuation of base salary would be as follows: Mr. Olsson, $1,650,000, Mr. Sawottke, $622,750 and Messrs. Foster, Graham and Ledlow, $650,000, in each case, to be paid in accordance with the Company‟s regular payroll practices; • Pro-rata portion of variable compensation for the year of termination. The potential amounts of the post-employment compensation with respect to the pro-rata bonus would be as follows: Mr. Olsson, $222,750, Mr. Sawottke, $114,672, Mr. Foster, $117,420, Mr. Graham, $115,841 and Mr. Ledlow, $119,415, in each case, to be paid at the time that other variable compensation payments are made; • Continued payment of the same proportion of medical and dental insurance premiums that was paid for by the Company prior to termination for the period in which the executive is receiving severance payments or until executive is eligible to receive coverage from another employer; • Continued life insurance coverage for the period in which the executive is receiving severance payments; • Accelerated vesting under our 401(k) plan and/or other retirement/pension plan on the date of separation; • Outplacement counseling and services on the date of separation; and • Reasonable association fees related to the executive officer‟s former duties during the period in which the executive officer is receiving severance payments. We are not obligated to make any cash payments to these executives if their employment is terminated by us for Cause or by the executive without Good Reason. No severance benefits are provided for any of the executive officers in the event of death or disability. The severance payments are contingent upon the executive continuing to comply with a confidentiality provision and for the CEO an 18 month and for the other named executive officers, a 12 month, non-compete and non-solicitation covenant. Director Compensation None of our current directors received any additional compensation for serving as a director in 2006. Each of our directors is either an employee of RSC Holdings or associated with the Sponsors or ACAB. Limitation of Liability of Directors; Indemnification of Directors Our certificate of incorporation provides that no officer or director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director,

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except to the extent that this limitation on or exemption from liability is not permitted by the Delaware General Corporation Law and any amendments to that law. The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the Delaware General Corporation Law. This provision, however, does not eliminate or limit director liability arising in connection with causes of action brought under the federal securities laws. Our certificate of incorporation does not eliminate our directors‟ duty of care. The inclusion of this provision in our certificate of incorporation may, however, discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders. This provision should not affect the availability of equitable remedies such as injunction or rescission based upon a director‟s breach of the duty of care. Our certificate of incorporation provides that we are required to indemnify and advance expenses to our directors to the fullest extent permitted by law, except in the case of a proceeding instituted by the director without the approval of our Board of Directors. Our by-laws provide that we are required to indemnify our directors, to the fullest extent permitted by law, for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or threatened legal proceedings because of the director‟s position with us or another entity that the director serves at our request, subject to various conditions, and to advance funds to our directors to enable them to defend against such proceedings. To receive indemnification, the director must have been successful in the legal proceeding or have acted in good faith and in what was reasonably believed to be a lawful manner in our best interest. Prior to the completion of this offering, we will enter into an indemnification agreement with each of our directors. The indemnification agreement will provide the directors with contractual rights to the indemnification and expense advancement rights provided under our by-laws, as well as contractual rights to additional indemnification as provided in the indemnification agreement.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of February 12, 2007, there were 36 holders of the common stock of RSC Holdings and no holders of the preferred stock of RSC Holdings. The following table sets forth information as of February 12, 2007 with respect to the ownership of the common stock of RSC Holdings by: • each person known to own beneficially more than 5% of the common stock of RSC Holdings; • each of our directors; • each of the named executive officers in the Summary Compensation table above; and • all of our executive officers and directors as a group. The amounts and percentages of shares beneficially owned are reported on the basis of the Commission‟s regulations governing the determination of beneficial ownership of securities. Under the Commission‟s rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person‟s ownership percentage, but not for purposes of computing any other person‟s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

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Except as otherwise indicated in the footnotes to this table, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise indicated, the address for each individual listed below is c/o RSC Holdings Inc., 6929 E. Greenway Parkway, Scottsdale, AZ 85254.
Shares Beneficially Owned Before the Offering and After the Offering Assuming the Underwriters’ Option is Not Exercised Percent Percent Before the After the Name and Address of Beneficial Owner

Shares Beneficially Owned After the Offering Assuming the Underwriters’ Option is Exercised in Full

Number**

Offering

Offering

Number

Percent

RSC Acquisition LLC(1) RSC Acquisition II LLC(1) OHCP II RSC, LLC(2) OHCMP II RSC, LLC(2) OHCP RSC COI, LLC(2) ACF Erik Olsson Keith Sawottke Joseph Turturica David Ledlow Homer E. Graham III Charles Foster Kevin Groman Denis Nayden(3) Timothy Collins(4) Edward Dardani(3) Douglas Kaden(3) Christopher Minnetian(4) John R. Monsky(3) Scott Spielvogel(4) Donald Wagner(4) Frederik Nijdam(5) All directors and executive officers as a group (16 persons)

566,290 457,260 704,181 63,481 255,888 348,000 4,094.16 1,774.13 1,774.13 2,456.49 1,774.13 1,432.95 1,637.66 — — — — — — — — — *

23.39 % 18.88 % 29.08 % 2.62 % 10.57 % 14.37 % * * * * * * * — — — — — — — — — *

* * * * * * * — — — — — — — — — *

* * * * * * * * * * * * * * * * *

*

Less than 1%

** Reflects a 1 for 100 stock split effected on November 27, 2006. (1) Represents shares held by funds associated with Ripplewood Holdings L.L.C.: (i) RSC Acquisition LLC, whose sole member is Ripplewood Partners II, L.P., whose general partner is Ripplewood Partners II GP, L.P., whose general partner is RP II GP, LLC; and (ii) RSC Acquisition II LLC, who is managed by RP II GP, LLC. The sole member of RP II GP, LLC is Collins Family Partners, L.P, who is managed by its general partner, Collins Family Partners Inc. Timothy Collins, as the president and sole shareholder of Collins Family Partners Inc., may be deemed to share beneficial ownership of the shares shown as beneficially owned by RSC Acquisition LLC and RSC Acquisition II, LLC. Mr. Collins disclaims such beneficial ownership. (2) Represents shares held by funds associated with Oak Hill Capital Management, LLC: (i) OHCP II RSC, LLC, whose sole member is Oak Hill Capital Partners II, L.P., whose general partner is OHCP GenPar II, L.P., whose general partner is OHCP MGP II, LLC; (ii) OHCMP II RSC, LLC, whose sole member is Oak Hill Capital Management Partners II, L.P., whose general partner is OHCP GenPar II, L.P., whose general partner is OHCP MGP II, LLC; and (iii) OHCP II RSC COI, LLC, whose sole member is OHCP GenPar II, L.P., whose general partner is OHCP MGP II, L.L.C. J. Taylor Crandall, John Fant, Steve Gruber, Greg Kent, Kevin G. Levy, Denis J. Nayden, Ray Pinson and Mark A. Wolfson, as managers of OHCP MGP II, LLC, may be deemed to share beneficial ownership of the

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shares shown as beneficially owned by OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC. Such persons disclaim such beneficial ownership. (3) Does not include shares of common stock held by OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC, funds associated with Oak Hill Capital Management, LLC. Messrs. Nayden, Dardani, Monsky and Kaden are directors of RSC Holdings and RSC and executives of Oak Hill Capital Management, LLC. Such persons disclaim beneficial ownership of the shares held by OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC. (4) Does not include shares of common stock held by RSC Acquisition LLC and RSC Acquisition II LLC, funds associated with Ripplewood Holdings L.L.C. Messrs. Collins, Wagner, Minnetian and Spielvogel are directors of RSC Holdings and RSC and executives of Ripplewood Holdings L.L.C. Such persons disclaim beneficial ownership of the shares held by RSC Acquisition LLC and RSC Acquisition II LLC. (5) Does not include shares of common stock held by Atlas Copco Finance S.à.r.l., an indirect wholly-owned subsidiary of Atlas Copco AB. Mr. Nijdam is a director of RSC Holdings and RSC and an executive of Atlas Copco AB. Mr. Nijdam disclaims beneficial ownership of the shares held by Atlas Copco Finance S.à.r.l.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Stockholders Agreement On the Recapitalization Closing Date, RSC Holdings entered into the Stockholders Agreement with ACF, Ripplewood and Oak Hill. The Stockholders Agreement sets the number of directors of the RSC Holdings Board of Directors initially at 10, with each of Ripplewood and Oak Hill having the right to designate four directors each, subject to reduction if their equity ownership in RSC Holdings drops below the thresholds specified in the Stockholders Agreement. In addition, the Stockholders Agreement reserves to ACF the right to appoint one director, unless RSC Holdings has issued common stock in an initial public offering or ACF owns less than 7.5% of the outstanding common stock of RSC Holdings, and specifies that, unless otherwise agreed by the Board, the chief executive officer shall be a member of the Board. Upon completion of this offering, the Stockholders Agreement will be amended and restated, among other things, to reflect an agreement between Ripplewood and Oak Hill to increase the size of our Board to 12 directors. Each of Ripplewood and Oak Hill will continue to have the right with respect to director nominees described above, but up to an additional three independent directors may also be nominated, subject to unanimous consent of the directors (other than the independent directors) nominated by Ripplewood and Oak Hill. See “Management—Directors and Executive Officers” and “—Composition of Our Board of Directors.” The Stockholders Agreement requires that all actions of the RSC Holdings Board of Directors must be approved by a majority of the directors designated by Ripplewood and Oak Hill (“Majority Approval”) as well as a majority of directors present. In addition, the Stockholders Agreement provides that any Sponsor that ceased to own 35% of its original shareholdings would be able to exercise a limited set of special governance rights, including rights of approval over certain corporate and other transactions and certain rights regarding the appointment and removal of directors and Board committee members. The Stockholders Agreement also gives the Sponsors preemptive rights with respect to certain issuances of equity securities of RSC Holdings and its subsidiaries, subject to certain exceptions, and contains restrictions on the transfer of shares of RSC Holdings, as well as tag-along and drag along rights and rights of first offer. Upon the completion of this offering, the Stockholders Agreement will be amended and restated to remove the Majority Approval requirement and other rights of approval described above and preemptive rights and to retain tag along and drag along rights, and restrictions on transfers of shares of RSC Holdings, in certain circumstances. The Stockholders Agreement grants to each of Ripplewood, Oak Hill and ACF, so long as each such entity holds at least 5% of the total shares of common stock outstanding at such time, the right, following the initial public offering of common stock of RSC Holdings and subject to certain limitations, to cause RSC Holdings, at its own expense, to use its best efforts to register such securities held by such entity for public resale. The exercise of this right is not limited to a certain number of requests. In the event RSC Holdings registers any of its common stock following its initial public offering, each stockholder of RSC Holdings has the right to require RSC Holdings to use its best efforts to include shares of common stock of RSC Holdings held by it, subject to certain limitations, including as determined by the underwriters. The Stockholders Agreement also provides for RSC Holdings to indemnify the stockholders party to that agreement and their affiliates in connection with the registration of RSC Holdings‟ securities. Monitoring, Transaction and Indemnification Agreements On the Recapitalization Closing Date, RSC Holdings and RSC entered into a monitoring agreement with Ripplewood Holdings and Oak Hill Capital Management, pursuant to which Ripplewood Holdings and Oak Hill Capital Management will provide RSC Holdings and its subsidiaries, including RSC, with financial, management advisory and other services. RSC Holdings will pay Ripplewood Holdings and Oak Hill Capital Management an aggregate annual

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fee of $6.0 million for such services, plus expenses. In connection with the Recapitalization, RSC Holdings and RSC also entered into a transaction agreement with Ripplewood Holdings and Oak Hill Capital Management, pursuant to which RSC Holdings has paid Ripplewood Holdings and Oak Hill Capital Management a fee of $20 million each ($40 million in the aggregate) for certain direct acquisition and finance related services provided by Ripplewood and Oak Hill. In connection with the Recapitalization, RSC Holdings and RSC also entered into an indemnification agreement with Ripplewood Holdings, Oak Hill Capital Management, ACF and the Sponsors, pursuant to which RSC Holdings and RSC will indemnify the Sponsors, ACF, Ripplewood Holdings and Oak Hill Capital Management and their respective affiliates, directors, officers, partners, members, employees, agents, advisors, representatives and controlling persons, against certain liabilities arising out of the Recapitalization or the performance of the monitoring agreement and certain other claims and liabilities. Prior to the completion of this offering, we will enter into indemnification agreements with each of our directors. The indemnification agreement will provide the directors with contractual rights to the indemnification and expense advancement rights provided under our by-laws, as well as contractual rights to additional indemnification as provided in the indemnification agreement. Agreements with ACAB We buy certain of our equipment from affiliates of ACAB, and certain affiliates of ACAB are participants in the equipment rental industry. The Recapitalization Agreement contains a non-compete provision that expires two years following the Recapitalization Closing Date, and, upon its expiration, ACAB and its affiliates will be free to compete with us in the rental equipment industry in the United States and Canada. In addition, nothing in the Recapitalization Agreement prohibits ACAB and its affiliates from (i) conducting (a) any business they conduct immediately prior to closing, including the operation of the Prime Energy division‟s oil-free compressor equipment rental and sales business, which RSC Holdings will transfer to an affiliate of ACAB prior to the closing of the Recapitalization, (b) the business of selling, renting (as long as such renting is not in competition with our business) and leasing products they manufacture, or selling used equipment, (c) the rental equipment business outside of the United States and Canada, (ii) investing in or holding not more than 10% of the outstanding capital stock of an entity that competes with us or (iii) acquiring and continuing to own and operate an entity that competes with us, provided the rental revenues of such entity in the United States and Canada account for no more than 20% of such entity‟s consolidated revenues at the time of such acquisition. For 30 months following the Recapitalization, ACAB and its affiliates will sell us any product manufactured for sale or distributed by their portable air and construction tools divisions on 180 day payment terms, without credit support, at a reasonably competitive market price that does not reflect sales on extended credit terms. For two years following the Recapitalization, ACAB and its affiliates will not, with certain exceptions, hire any executive or senior officer (including any regional vice president), regional director, corporate director or district manager of RSC or any of its subsidiaries or knowingly solicit any other employee of RSC or any of its subsidiaries. In addition, for two years following the Recapitalization, we will not directly or indirectly engage or invest in any business in the United States or Canada in competition with our Prime Energy division, which will be retained by two of ACAB‟s affiliates in respect of renting oil-free compressors. Oak Hill Note Purchase In connection with the Notes offering, one of the Oak Hill Partnerships purchased $20.0 million of the Notes for its own account.

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DESCRIPTION OF CERTAIN INDEBTEDNESS Senior Credit Facilities Senior ABL Facilities Overview In connection with the Recapitalization, RSC Holdings II, LLC, RSC Holdings III, LLC, RSC and Rental Service Corporation of Canada Ltd. entered into a credit agreement, dated as of November 27, 2006, with respect to the Senior ABL Facilities, with DBNY, as US administrative agent and US collateral agent, Deutsche Bank AG, Canada Branch, as Canadian administrative agent and Canadian collateral agent, Citigroup, as syndication agent and Bank of America, N.A., LaSalle Business Credit, LLC and Wachovia Capital Finance Corporation (Western), as co-documentation agents, and the other financial institutions party thereto from time to time. The Senior ABL Facilities provide for (1) a term loan facility in an aggregate principal amount of up to $250 million, (2) a revolving loan facility in an aggregate principal amount of up to $1,450 million, subject to availability under a borrowing base and (3) an uncommitted incremental increase in an aggregate principal amount of up to $200 million, permitted so long as no default or event of default exists or would result therefrom and we and our subsidiaries are in pro forma compliance with the financial covenants. A portion of the revolving loan facility is available for swingline loans and for the issuance of letters of credit. As of the Recapitalization Closing Date, RSC Holdings III, LLC and RSC borrowed $1,124 million under these facilities and had commitments for $576 million of available borrowings under the revolving portion of the Senior ABL facilities. Maturity; Amortization and Prepayments The revolving loans under the Senior ABL Facilities mature five years from the Recapitalization Closing Date. The term loans under the Senior ABL Facilities will mature six years from the Recapitalization Closing Date. The term loans under the Senior ABL Facilities amortize in equal quarterly installments of one percent of the aggregate principal amount thereof per annum until their maturity date. Subject to certain exceptions, the Senior ABL Facilities are subject to mandatory prepayment in amounts equal to (1) the amount by which certain outstanding extensions of credit exceed the lesser of the borrowing base and the commitments then in effect and (2) subject in each case to availability thresholds under the revolving loan facility to be determined, the net proceeds of (a) certain asset sales by us and certain of our subsidiaries, (b) certain debt offerings by us and certain of our subsidiaries, (c) certain insurance recovery and condemnation events and (d) certain sale and leaseback transactions. Guaranties; Security RSC Holdings II, LLC and each direct and indirect U.S. subsidiary of RSC Holdings II, LLC, if any (other than the borrowers, any foreign subsidiary holding company so long as such holding company has no material assets other than the capital stock, other equity interests or debt obligations of one or more of our non-U.S. subsidiaries, and any subsidiary of our non-U.S. subsidiaries (and certain of our immaterial subsidiaries (if any) as may be mutually agreed)) provided an unconditional guaranty of all amounts owing under the Senior ABL Facilities. In addition, to the extent that our non-U.S. subsidiaries become borrowers, the

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U.S. borrowers and U.S. guarantors provided, and the lead arrangers required that non-U.S. subsidiaries (including other non-U.S. subsidiary borrowers) provide, guaranties in respect of such non-U.S. subsidiary borrower‟s obligations under the Senior ABL Facilities, subject (in the case of non-U.S. subsidiaries) to exceptions in light of legal limitations, tax and structuring considerations and the costs and risks associated with the provision of any such guaranties relative to the benefits afforded thereby. In addition, obligations of the U.S. borrowers under the Senior ABL Facilities and the guarantees of the U.S. guarantors thereunder are secured by first priority perfected security interests in substantially all of the tangible and intangible assets of the U.S. borrowers and the U.S. guarantors, including pledges of all stock and other equity interests owned by the U.S. borrowers and the U.S. guarantors (including, without limitation, all of the capital stock of each borrower (but only up to 65% of the voting stock of each direct foreign subsidiary owned by U.S. borrowers or any U.S. guarantor in the case of pledges securing the U.S. borrowers‟ and U.S. guarantors‟ obligations under the Senior ABL facilities (it being understood that a foreign subsidiary holding company shall be deemed to be a non-U.S. subsidiary for purposes of this provision so long as such holding company has no material assets other than capital stock, equity interests or debt obligations of one or more of our non-U.S. subsidiaries))). Assets of the type described in the preceding sentence of any non-U.S. borrower and any non-U.S. guarantor will be similarly pledged to secure the obligations of such non-U.S. borrower and non-U.S. guarantors under the Senior ABL Facilities. The security and pledges shall be subject to certain exceptions. Interest At the borrowers‟ election, the interest rates per annum applicable to the loans under the Senior ABL Facilities are based on a fluctuating rate of interest measured by reference to either (1) adjusted LIBOR, plus a borrowing margin or (2) an alternate base rate plus a borrowing margin. At the Canadian borrowers‟ election, the cost of borrowing applicable to Canadian dollar loans under the Senior ABL Facilities are based on a fluctuating cost of borrowing measured by reference to either (i) bankers‟ acceptance discount rates, plus a stamping fee equal to a borrowing margin, or (ii) the Canadian prime rate plus a borrowing margin. Fees The borrowers will pay (1) fees on the unused commitments of the lenders under the revolving loan facility, (2) a letter of credit fee on the outstanding stated amount of letters of credit plus facing fees for the letter of credit issuing banks and (3) other customary fees in respect of the Senior ABL Facilities. Covenants The Senior ABL Facilities contain a number of covenants that, among other things, limit or restrict the ability of the borrowers and the guarantors to incur additional indebtedness; provide guarantees; engage in mergers, acquisitions or dispositions; enter into sale-leaseback transactions; make dividends and other restricted payments; prepay other indebtedness (including the notes); engage in certain transactions with affiliates; make other investments; change the nature of its business; incur liens; with respect to RSC Holdings II, LLC, take actions other than those enumerated; and amend specified debt agreements. In addition, under the Senior ABL Facilities, upon excess availability falling below certain levels, the borrowers will be required to comply with specified financial ratios and tests, including a minimum fixed charge coverage ratio and a maximum leverage ratio. Events of Default The Senior ABL Facilities contain customary events of default including nonpayment of principal when due; nonpayment of interest, fees or other amounts, in each case after a grace

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period; material inaccuracy of a representation or warranty when made or deemed made; violation of a covenant (subject, in the case of certain covenants, to a grace period to be agreed upon and notice); cross-default and cross-acceleration to material indebtedness; bankruptcy events; ERISA events subject to a material adverse effect qualifier; material monetary judgments; actual or asserted invalidity of any guarantee or security document or subordination provisions (to the extent applicable); impairment of security interests; and a change of control. Senior Term Facility Overview In connection with the Recapitalization, RSC Holdings II, LLC, RSC Holdings III, LLC, and RSC entered into a credit agreement, dated as of November 27, 2006, with respect to the Senior Term Facility, with DBNY, as administrative agent and collateral agent, Citigroup, as 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 GECC, as documentation agent, and the other financial institutions party thereto from time to time. The Senior Term Facility provides for (1) a term loan facility in an aggregate principal amount of up to $1,130 million and (2) an uncommitted incremental increase in an aggregate principal amount of up to $300 million, permitted so long as no default or event of default exists or would result therefrom, the borrower and its subsidiaries are in pro forma compliance with the financial covenants, if any, and neither the total leverage ratio nor the secured leverage ratio of the borrower on a pro forma basis exceeds certain levels. On the Recapitalization Closing Date, RSC Holdings III, LLC and RSC borrowed $1,130 million under this facility. Maturity; Prepayments The Senior Term Facility matures seven years from the Recapitalization Closing Date. The term loans will not amortize. Subject to certain exceptions, the Senior Term Facility is subject to mandatory prepayment and reduction in an amount equal to the net cash proceeds of (1) certain asset sales by us and certain of our subsidiaries, (2) certain debt offerings by us and certain of our subsidiaries, (3) certain insurance recovery and condemnation events and (4) certain sale and leaseback transactions. Guarantees; Security RSC Holdings II, LLC and each direct and indirect U.S. subsidiary of RSC Holdings II, LLC, if any (other than the borrowers, any foreign subsidiary holding company so long as such holding company has no material assets other than the capital stock, other equity interests or debt obligations of one or more of our non-U.S. subsidiaries, and any subsidiary of our non-U.S. subsidiaries (and certain of our immaterial subsidiaries (if any) as may be mutually agreed)) provide an unconditional guaranty of all amounts owing under the Senior Term Facility. In addition, the Senior Term Facility and the guarantees thereunder are secured by second priority perfected security interests in substantially all of the tangible and intangible assets of the U.S. borrowers and the U.S. guarantors, including pledges of all stock and other equity interests owned by the U.S. borrowers and the U.S. guarantors (including, without limitation, all of the capital stock of each borrower) and of up to 65% of the voting stock of each direct foreign subsidiary owned by U.S. borrowers or any U.S. guarantor (it being understood that a foreign subsidiary holding company shall be deemed to be a non-U.S. subsidiary for purposes of this provision so long as such holding company has no material assets other than capital stock, equity interests or debt obligations of one or more of our non-U.S. subsidiaries). The security and pledges shall be subject to certain exceptions.

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Interest At the borrowers‟ election, the interest rates per annum applicable to the loans under the Senior Term Facility are based on a fluctuating rate of interest measured by reference to either (1) adjusted LIBOR plus a borrowing margin or (2) an alternate base rate plus a borrowing margin. Fees The borrowers will pay (1) fees upon the voluntary prepayment of the loans under the Senior Term Facility during the first and second year after the closing of the Recapitalization and (2) other customary fees in respect of the Senior Term Facility. Covenants The Senior Term Facility contains a number of covenants substantially identical to, but no more restrictive than, the covenants contained in the Senior ABL Facilities. However, under the Senior Term Facility, the borrowers are not be required to comply with covenants relating to borrowing base reporting or to specified financial maintenance covenants. Events of Default The Senior Term Facility contains customary events of default including nonpayment of principal when due; nonpayment of interest, fees or other amounts, in each case after a grace period; material inaccuracy of a representation or warranty when made or deemed made; violation of a covenant (subject, in the case of certain covenants, to a grace period to be agreed upon and notice); cross-acceleration to material indebtedness; bankruptcy events; ERISA events subject to a material adverse effect qualifier; material monetary judgments; actual or asserted invalidity of any guarantee or security document or subordination provisions (to the extent applicable); impairment of security interests; and a change of control. Senior Notes Overview On November 27, 2006, RSC and RSC Holdings III, LLC issued $620 million in aggregate principal amount of 9 1 / 2 % Senior Notes due 2014 in a private transaction not subject to the registration requirements of the Securities Act. Interest on the Notes is paid semi-annually, on June 1 and December 1 in each year, and the Notes mature on December 1, 2014. Guarantees and Ranking The Senior Notes are the general unsecured obligations of RSC. The Senior Notes are guaranteed by each domestic subsidiary of RSC that guarantees RSC‟s obligations under the Senior Credit Facilities. The Senior Notes rank senior in right of payment to all existing and future subordinated obligations of RSC, and pari passu in right of payment with all existing and future senior indebtedness of RSC. The Senior Notes are not entitled to the benefit of any sinking fund. Optional Redemption The Senior Notes are redeemable, at RSC‟s option, in whole or in part, at any time and from time to time on and after December 1, 2010 and prior to maturity at the applicable redemption price set forth below. Any such redemption may, in RSC‟s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a change of control (as defined in the indenture governing the Senior Notes). The Senior Notes are redeemable at the following redemption prices (expressed as a

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percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant redemption date, if redeemed during the 12-month period commencing on January 1 of the years set forth below:
Redemption Period

Price

2010 2011 2012 and thereafter

104.750 % 102.375 % 100.000 %

In addition, at any time and from time to time on or prior to December 1, 2009, RSC and RSC Holdings III, LLC may redeem up to 35% of the original aggregate principal amount of the Senior Notes, with funds in an equal aggregate amount up to the aggregate proceeds of certain equity offerings of RSC, at a redemption price of 109.5%, for Senior Notes, plus accrued and unpaid interest, if any, to the redemption date. This redemption provision is subject to a requirement that Senior Notes in an aggregate principal amount equal to at least 65% of the original aggregate principal amount of Senior Notes must remain outstanding after each such redemption of Senior Notes. Change of Control Upon the occurrence of a change of control, which is defined in the indenture governing the Senior Notes, each holder of Senior Notes has the right to require RSC and RSC Holdings III, LLC to repurchase some or all of such holder‟s Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. Covenants The indenture governing the Senior Notes contains covenants limiting, among other things, RSC Holdings III, LLC‟s ability and the ability of its restricted subsidiaries to: • Incur additional indebtedness or issue preferred shares; • Pay dividends on or make other distributions in respect of capital stock or make other restricted payments; • Make certain investments; • Limit dividends or other payments by its restricted subsidiaries to RSC; • Sell certain assets; • Enter into certain types of transactions with affiliates; • Use assets as security for certain other indebtedness without securing the Senior Notes; • Consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; and • Designate subsidiaries as unrestricted subsidiaries. The restrictive covenants in the indenture governing the Senior Notes permit RSC Holdings III, LLC to make loans, advances, dividends or distributions to RSC Holdings in an amount not to exceed 50% of an amount determined by reference to, among other things, consolidated net income for the period from November 27, 2006 to the end of the most recently ended fiscal quarter for which consolidated financial statements of RSC Holdings III, LLC are available, so long as its consolidated coverage ratio remains greater than or equal to 2.00:1.00 after giving pro forma effect to such restricted payments. RSC Holdings III, LLC is also permitted to

make restricted payments to RSC Holdings in an amount not exceeding the greater of a specified minimum amount and 1% of consolidated tangible assets (which payments are deducted in

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determining the amount available as described in the preceding sentence), and in amount equal to certain equity contributions to RSC Holdings. After the initial public offering of a Parent, as such term is defined in the indenture, RSC Holdings III, LLC is also permitted to make restricted payments to such parent company in an amount not to exceed in any fiscal year 6% of the aggregate gross proceeds received by RSC Holdings III, LLC through a contribution to equity capital from such offering to enable the public parent company to pay dividends to its stockholders. Events of Default The indenture governing the Senior Notes also provides for customary events of default. Registration Rights On the Recapitalization Closing Date, RSC and RSC Holdings III, LLC entered into a Registration Rights Agreement for the benefit of the holders of the Senior Notes. Pursuant to the Registration Rights Agreement, RSC and RSC Holdings III, LLC have agreed to use commercially reasonable efforts to file with the Commission one or more registration statements under the Securities Act relating to an exchange offer pursuant to which new notes substantially identical to the Senior Notes will be offered in exchange for the then outstanding Senior Notes tendered at the option of the holders thereof. RSC and RSC Holdings III, LLC have further agreed to use their commercially reasonable efforts to cause the exchange offer Registration Statement to become effective within 360 days following the Recapitalization Closing Date. If RSC and RSC Holdings III, LLC do not cause the exchange offer to become effective within 360 days following the Recapitalization Closing Date, or if they fail to complete the exchange offer pursuant to the Registration Rights Agreement within 390 days following the Recapitalization Closing Date, or if certain other conditions set forth in the Registration Rights Agreement are not met, RSC and RSC Holdings III, LLC will be obligated to pay additional interest on the Senior Notes. Contingent Earn-Out Notes RSC Holdings may be required to issue the contingent earn-out notes pursuant to the Recapitalization Agreement if RSC achieves cumulative adjusted EBITDA targets described below. If RSC‟s cumulative adjusted EBITDA for the fiscal years ended December 31, 2006 and December 31, 2007 (the “2006-2007 EBITDA”) is at least $1.54 billion, then on April 1, 2008, RSC Holdings will issue to ACF a contingent earn-out note, in a principal amount equal to: (i) $150 million if the 2006-2007 EBITDA is $1.662 billion or greater; (ii) If the 2006-2007 EBITDA is between $1.54 billion and $1.662 billion, an amount equal to (x) $150 million multiplied by (y) a fraction (A) the numerator of which is an amount equal to the 2006-2007 EBITDA minus $1.54 billion and (B) the denominator of which is $122 million; and (iii) An additional amount, computed like interest (compounded semiannually) at the lesser of 11.5% per annum and the applicable federal rate plus 4.99% per annum from April 1, 2008 until the contingent earn-out note is issued, on the amount described in clause (i) or clause (ii) above, as applicable. If RSC‟s cumulative adjusted EBITDA for the fiscal year ended December 31, 2008 (the “2008 EBITDA”) is at least $880 million, then on April 1, 2009, RSC Holdings will issue to ACF a second contingent earn-out note, in a principal amount equal to: (i) If the 2008 EBITDA is $1.015 billion or greater, $250 million.

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(ii) If the 2008 EBITDA is between $880 million and $1.015 billion, an amount equal to (x) $250 million multiplied by (y) a fraction (A) the numerator of which is an amount equal to the 2008 EBITDA minus $880 million and (B) the denominator of which is $135 million; and (iii) An additional amount, computed like interest (compounded semiannually) at the lesser of 11.5% per annum and the applicable federal rate plus 4.99% per annum from April 1, 2009 until the contingent earn-out note is issued, on the amount described in clause (i) or clause (ii) above, as applicable. Each contingent earn-out note will mature on the earlier of the date that is 11 years from issuance and the date that is six months after the final maturity date of the longest dated debt of RSC Holdings or any of its subsidiaries with a principal amount in excess of $100 million outstanding on the date of issuance of such contingent earn-out note. Interest will be added to principal semi-annually and will be payable at maturity. The interest rate will be compounded semiannually and equal to the lesser of 11.5% per annum and the applicable federal rate plus 4.99% per annum. If, after an underwritten initial public offering of RSC Holdings‟ common equity, certain persons associated with the Sponsors cease to control 40% in the aggregate of the number of shares of common equity owned by the Sponsors and their affiliates immediately after the closing of the Recapitalization (a “Loss of Control”), RSC Holdings must make semi-annual payments of current period interest on the contingent earn-out notes (x) first, on the longest-dated contingent earn-out notes then outstanding (pro rata among all such notes) if and to the extent 50% of available cash (as defined in the Recapitalization Agreement) on the date of such payments is sufficient to make such payments, and (y) second, on the other contingent earn-out notes then outstanding (pro rata among all such notes) if and to the extent the payments made pursuant to the foregoing clause (x) are less than 50% of available cash on such dates. Any amount of such current period interest that is not so paid on any such date shall be added to the principal. In addition, RSC Holdings will cause its subsidiaries to refrain from taking certain actions that will impair RSC Holdings‟ ability to pay current interest on the contingent earn-out notes. Furthermore, following a Loss of Control, additional interest under the notes shall accrue at the semiannual interest rate that, with semiannual compounding, produces an incremental annual yield to maturity of 1.50%. The offering and sale of our common stock pursuant to this prospectus will not result in a Loss of Control. Generally, if RSC Holdings receives after the Recapitalization Closing Date proceeds of certain dividends, redemptions or other distributions (“Qualifying Proceeds”) in excess of $150,000,000, we are required to use 50% of such excess Qualifying Proceeds, less the aggregate amount of all optional prepayments made under all of our contingent earn-out notes (the “Aggregate Optional Prepayment”), to prepay any outstanding contingent earn-out notes. However, if, after the Recapitalization Closing Date but prior to the date on which a contingent earn-out note is first issued (the “Issue Date”), we have received Qualifying Proceeds (“Pre-Issue Proceeds”) in excess of $150,000,000, we are required to use 100% of any Qualifying Proceeds received after the Issue Date (“Post-Issue Proceeds”) to prepay any outstanding notes until we have prepaid an amount equal to (x) the amount by which the Pre-Issue Proceeds exceed $150,000,000 minus (y) the Aggregate Optional Prepayment. Thereafter, we are required to use 50% of all Post-Issue Proceeds, less the Aggregate Optional Prepayments, to prepay the notes.

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DESCRIPTION OF CAPITAL STOCK Overview The amended and restated certificate of incorporation of RSC Holdings, which we refer to in this prospectus as our “certificate of incorporation,” will become effective prior to the completion of this offering. It authorizes shares of common stock, without par value. There are currently 2,421,466.3 shares of our common stock issued and outstanding, which reflect a 1 for 100 stock split effected on November 27, 2006. In addition, our certificate of incorporation authorizes shares of preferred stock, without par value, none of which has been issued or is outstanding. Our amended and restated by-laws will also become effective upon the completion of this offering. We will refer to our amended and restated by-laws in this prospectus as our “by-laws.” The following descriptions of our capital stock and provisions of our certificate of incorporation and by-laws are summaries of their material terms and provisions and are qualified by reference to our certificate of incorporation and by-laws, copies of which will be filed with the Commission as exhibits to our registration statement of which this prospectus is a part. The descriptions reflect changes to our certificate of incorporation and by-laws that will occur upon the closing of this offering. Common Stock Each holder of our common stock will be entitled to one vote per share on all matters to be voted on by stockholders. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Any director may be removed only for cause, upon the affirmative vote of the holders of greater than a majority of the outstanding shares of our common stock entitled to vote for the election of the directors. The holders of our common stock will be entitled to receive any dividends and other distributions that may be declared by our Board, subject to any preferential dividend rights of outstanding preferred stock. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to receive proportionately any of our assets remaining after the payment of liabilities and subject to the prior rights of any outstanding preferred stock. Our ability to pay dividends on our common stock is subject to (i) our subsidiaries‟ ability to pay dividends to RSC Holdings, which is in turn subject to the restrictions set forth in our senior credit facilities and the indenture governing the Notes and (ii) our obligations to make mandatory prepayments on any outstanding contingent earn-out notes with a certain amount of dividends from our subsidiaries. See “Dividend Policy.” Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of our common stock are, and the shares of common stock offered by us in this offering, when issued, will be, fully paid and non-assessable. The rights and privileges of holders of our common stock are subject to any series of preferred stock that we may issue in the future, as described below. is the transfer agent and registrar for our common stock. Preferred Stock Under our certificate of incorporation, our Board will have the authority, without further vote or action by the stockholders, to issue up to shares of preferred stock in one or more series and to fix the number of shares of any class or series of preferred stock and to determine its voting powers, designations, preferences or other rights and restrictions. The

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issuance of preferred stock could adversely affect the rights of holders of common stock. We have no present plan to issue any shares of preferred stock. Corporate Opportunities Our certificate of incorporation will provide that the Sponsors have no obligation to offer us an opportunity to participate in business opportunities presented to the Sponsors or their affiliates, including their respective officers, directors, agents, members, partners and affiliates even if the opportunity is one that we might reasonably have pursued, and that neither Sponsor nor their respective officers, directors, agents, members, partners or affiliates will be liable to us or our stockholders for breach of any duty by reason of any such activities unless, in the case of any person who is a director or officer of our company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as an officer or director of our company. Stockholders will be deemed to have notice of and consented to this provision of our certificate of incorporation. Change of Control Related Provisions of Our Certificate of Incorporation and By-Laws and Delaware Law A number of provisions in our certificate of incorporation and by-laws may make it more difficult to acquire control of us. These provisions may have the effect of discouraging a future takeover attempt not approved by our Board but which individual stockholders may deem to be in their best interests or in which stockholders may receive a substantial premium for their shares over then current market prices. As a result, stockholders who might desire to participate in such a transaction may not have an opportunity to do so. In addition, these provisions may adversely affect the prevailing market price of the common stock. These provisions are intended to: • enhance the likelihood of continuity and stability in the composition of our Board; • discourage some types of transactions that may involve an actual or threatened change in control of us; • discourage certain tactics that may be used in proxy fights; • ensure that our Board will have sufficient time to act in what our Board believes to be in the best interests of us and our stockholders; and • encourage persons seeking to acquire control of us to consult first with our Board to negotiate the terms of any proposed business combination or offer. Unissued Shares of Capital Stock Common Stock. We are issuing shares of our authorized common stock in this offering. The remaining shares of authorized and unissued common stock will be available for future issuance without additional stockholder approval. While the additional shares are not designed to deter or prevent a change of control, under some circumstances we could use the additional shares to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control by, for example, issuing those shares in private placements to purchasers who might side with our Board in opposing a hostile takeover bid. Preferred Stock. Our certificate of incorporation will provide our Board with the authority, without any further vote or action by our stockholders, to issue preferred stock in one or more series and to fix the number of shares constituting any such series and the preferences, limitations and relative rights, including dividend rights, dividend rate, voting rights, terms of redemption, redemption price or prices, conversion rights and liquidation preferences of the shares constituting any series. The existence of authorized but unissued preferred stock could

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reduce our attractiveness as a target for an unsolicited takeover bid since we could, for example, issue shares of preferred stock to parties who might oppose such a takeover bid or shares that contain terms the potential acquiror may find unattractive. This may have the effect of delaying or preventing a change of control, may discourage bids for the common stock at a premium over the market price of the common stock, and may adversely affect the market price of, and the voting and other rights of the holders of, common stock. Classified Board of Directors; Vacancies and Removal of Directors Our certificate of incorporation provides that our Board will be divided into three classes whose members will serve three-year terms expiring in successive years. Any effort to obtain control of our Board by causing the election of a majority of the Board may require more time than would be required without a staggered election structure. Our certificate of incorporation will provide that directors may be removed only for cause at a meeting of stockholders upon the affirmative vote of the holders of greater than a majority of the outstanding shares of our common stock entitled to vote for the election of the director. Vacancies in our Board may be filled only by our Board. Any director elected to fill a vacancy will hold office for the remainder of the full term of the class of directors in which the vacancy occurred (including a vacancy created by increasing the size of the Board) and until such director‟s successor shall have been duly elected and qualified. No decrease in the number of directors will shorten the term of any incumbent director. Our by-laws provide that the number of directors shall be fixed and increased or decreased from time to time by resolution of the Board. These provisions may have the effect of slowing or impeding a third party from initiating a proxy contest, making a tender offer or otherwise attempting a change in the membership of our Board that would effect a change of control. Advance Notice Requirements for Nomination of Directors and Presentation of New Business at Meetings of Stockholders; Calling Stockholder Meetings; Action by Written Consent Our by-laws require advance notice for stockholder proposals and nominations for director. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Also, special meetings of the stockholders may only be called by the Board. In addition, our certificate of incorporation and by-laws provide that action may be taken by written consent of stockholders only for so long as the Sponsors collectively hold a majority of our outstanding common stock. After such time, any action taken by the stockholders must be effected at a duly called annual or special meeting, which may be called only by the Board. These provisions make it more procedurally difficult for a stockholder to place a proposal or nomination on the meeting agenda or to take action without a meeting, and therefore may reduce the likelihood that a stockholder will seek to take independent action to replace directors or seek a stockholder vote with respect to other matters that are not supported by management. Limitation of Liability of Directors; Indemnification of Directors Our certificate of incorporation will provide that no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that this limitation on or exemption from liability is not permitted by the Delaware General Corporation Law and any amendments to that law. The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder

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can demonstrate a basis for liability for which indemnification is not available under the Delaware General Corporation Law. This provision, however, does not eliminate or limit director liability arising in connection with causes of action brought under the federal securities laws. Our certificate of incorporation will not eliminate our directors‟ duty of care. The inclusion of this provision in our certificate of incorporation may, however, discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders. This provision should not affect the availability of equitable remedies such as injunction or rescission based upon a director‟s breach of the duty of care. Our certificate of incorporation will provide that we are required to indemnify and advance expenses to our directors to the fullest extent permitted by law, except in the case of a proceeding instituted by the director without the approval of our Board. Our by-laws will provide that we are required to indemnify our directors and officers, to the fullest extent permitted by law, for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or threatened legal proceedings because of the director‟s or officer‟s positions with us or another entity that the director or officer serves at our request, subject to various conditions, and to advance funds to our directors and officers to enable them to defend against such proceedings. To receive indemnification, the director or officer must have been successful in the legal proceeding or have acted in good faith and in what was reasonably believed to be a lawful manner in our best interest. Prior to the completion of this offering, we will enter into an indemnification agreement with each of our directors. The indemnification agreement will provide the directors with contractual rights to the indemnification and expense advancement rights provided under our by-laws, as well as contractual rights to additional indemnification as provided in the indemnification agreement. Supermajority Voting Requirement for Amendment of Certain Provisions of our Certificate of Incorporation and By-Laws Our certificate of incorporation will provide that the provisions of our certificate of incorporation governing, among other things, the removal of directors only for cause, the liability of directors, the elimination of stockholder actions by written consent upon the Sponsors ceasing to collectively hold a majority of our outstanding common stock and the prohibition on the right of stockholders to call a special meeting may not be amended, altered or repealed unless the amendment is approved by the vote of holders of at least two-thirds of the shares then entitled to vote at an election of directors. This requirement exceeds the majority vote of the outstanding stock that would otherwise be required by the Delaware General Corporation Law for the repeal or amendment of such provisions of the certificate of incorporation. Certain provisions of our by-laws may be amended with the approval of the vote of holders of at least two-thirds of the shares then entitled to vote. These provisions make it more difficult for any person to remove or amend any provisions that may have an anti-takeover effect. Delaware Takeover Statute We expect to opt out of Section 203 of the Delaware General Corporation Law, which would have otherwise imposed additional requirements regarding mergers and other business combinations.

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SHARES ELIGIBLE FOR FUTURE SALE Prior to this offering, there was no public market for our common stock. Future sales of substantial amounts of common stock in the public market could adversely affect the market price of our common stock. After this offering is completed, the number of shares available for future sale into the public markets is subject to legal and contractual restrictions, some of which are described below. The expiration of these restrictions will permit sales of substantial amounts of our common stock in the public market or could create the perception that these sales could occur, which could adversely affect the market price for our common stock. These factors could also make it more difficult for us to raise funds through future offerings of common stock. Sale of Restricted Securities After this offering, shares of our common stock will be outstanding. Of these shares, all of the shares sold in this offering will be freely tradable without restriction under the Securities Act, unless purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act. The remaining shares of our common stock that will be outstanding after this offering are “restricted securities” within the meaning of Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which are summarized below. Subject to the lock-up agreements described below, shares held by our affiliates that are not restricted securities or that have been owned for more than one year may be sold subject to compliance with Rule 144 of the Securities Act without regard to the prescribed one-year holding period under Rule 144. Stock Options Upon completion of this offering, we intend to file one or more registration statements under the Securities Act to register the shares of common stock to be issued under our stock option plan and, as a result, all shares of common stock acquired upon exercise of stock options and other equity-based awards granted under these plans will also be freely tradable under the Securities Act unless purchased by our affiliates. A total of 154,693.70 shares of common stock are reserved for issuance under our benefit plan. Lock-Up Arrangements We, the Sponsors and our directors and executive officers named under “Principal Stockholders” have agreed with the underwriters, subject to exceptions, not to (1) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of common stock or any options or warrants to purchase any shares of common stock or any securities convertible into or exchangeable for or that represent the right to receive shares of common stock, owned as of the date hereof directly (including holdings as a custodian) or with respect to which the party subject to the lock-up has beneficial ownership or (2) enter into any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any shares of common stock, for days after the date of this prospectus, except with the prior written consent of representatives of the underwriters. Following the lock-up periods, we estimate that approximately shares of our common stock that are restricted securities or are held by our affiliates as of the date of this prospectus will be eligible for sale in the public market in compliance with Rule 144 or Rule 701 under the Securities Act.

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Registration Rights Stockholders currently representing substantially all of the shares of our common stock will have the right to require us to register shares of common stock for resale in some circumstances. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.” Rule 144 In general, under Rule 144, as currently in effect, beginning 90 days after the date of this prospectus, any person or persons whose shares are aggregated, including an affiliate, who has beneficially owned shares of our common stock for a period of at least one year is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of: • 1% of the then-outstanding shares of common stock; and • the average weekly trading volume in the common stock on the New York Stock Exchange during the four calendar weeks preceding the date on which the notice of the sale is filed with the Securities and Exchange Commission. Sales under Rule 144 are also subject to provisions relating to notice, manner of sale, volume limitations and the availability of current public information about us. Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially owned the shares for at least two years, including the holding period of any prior owner other than an “affiliate,” is entitled to sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. Rule 701 In general, Rule 701 under the Securities Act may be relied upon for the resale of our common stock originally issued by us before our initial public offering to our employees, directors, officers, consultants or advisers under written compensatory benefit plans, including our stock option plans, or contracts relating to the compensation of these persons. Shares of our common stock issued in reliance on Rule 701 are “restricted securities” and, beginning 90 days after the date of this prospectus, may be sold by non-affiliates subject only to the manner of sale provisions of Rule 144 and by affiliates under Rule 144 without compliance with the one-year holding period, in each case subject to the lock-up agreements.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The following is a general discussion of the material U.S. federal income and estate tax consequences relating to the ownership and disposition of our common stock by non-United States holders, as defined below, who purchase shares of our common stock and hold such shares as capital assets. This discussion is based on currently existing provisions of the Internal Revenue Code of 1986, as amended, or the Code, existing and proposed Treasury regulations promulgated thereunder, and administrative and judicial interpretation thereof, all as in effect or proposed on the date hereof and all of which are subject to change, possibly with retroactive effect or different interpretations. This discussion does not address all of the tax consequences that may be relevant to specific holders in light of their particular circumstances or to holders subject to special treatment under U.S. federal income or estate tax laws (such as financial institutions, insurance companies, tax-exempt organizations, retirement plans, partnerships and their partners, other pass-through entities and their members, dealers in securities, brokers, U.S. expatriates, or persons who have acquired shares of our common stock as part of a straddle, hedge, conversion transaction or other integrated investment). This discussion does not address the U.S. state and local or non-U.S. tax consequences relating to the ownership and disposition of our common stock. You are urged to consult your own tax advisor regarding the U.S. federal tax consequences of owning and disposing of our common stock, as well as the applicability and effect of any state, local or foreign tax laws. As used in this discussion, the term “non-United States holder” refers to a beneficial owner of our common stock that for U.S. federal income or estate tax purposes, as applicable, is an individual corporation, estate or trust that is not: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any state or political subdivision thereof or therein, including the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income tax regardless of source thereof; or (iv) a trust (a) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all its substantial decisions, or (b) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a United States person. The test for whether an individual is a resident of the United States for U.S. federal estate tax purposes differs from the test used for U.S. federal income tax purposes. Some individuals, therefore, may be non-United States holders for purposes of the federal income tax discussion, but not for purposes of the federal estate tax discussion and vice versa. If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding shares of our common stock, we urge you to consult your own tax advisor. Dividends We or a withholding agent will have to withhold U.S. federal withholding tax from the gross amount of any dividends paid to a non-United States holder at a rate of 30%, unless (i) an applicable income tax treaty reduces such rate, and a non-United States holder claiming

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the benefit of such treaty provides to us or such agent proper Internal Revenue Service (“IRS”) documentation or (ii) the dividends are effectively connected with a non-United States holder‟s conduct of a trade or business in the United States and the non-United States holder provides to us or such agent proper IRS documentation. In the latter case, such non-United States holder generally will be subject to U.S. federal income tax with respect to such dividends in the same manner as a U.S. citizen or corporation, as applicable, unless otherwise provided in an applicable income tax treaty. Additionally, a non-United States holder that is a corporation could be subject to a branch profits tax on effectively connected dividend income, subject to certain adjustments, at a rate of 30% (or at a reduced rate under an applicable income tax treaty). If a non-United States holder is eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty, such non-United States holder may obtain a refund of any excess amount withheld by filing an appropriate claim for refund with the IRS. Sale, Exchange or Other Disposition Generally, a non-United States holder will not be subject to U.S. federal income tax on gain realized upon the sale, exchange or other disposition of shares of our common stock unless (i) such non-United States holder is an individual present in the United States for 183 days or more in the taxable year of the sale, exchange or other disposition and certain other conditions are met, (ii) the gain is effectively connected with such non-United States holder‟s conduct of a trade or business in the United States, and where a tax treaty provides, the gain is attributable to a U.S. permanent establishment of such non-United States holder, in which case the 30% branch profits tax may also apply to corporate holders, or (iii) we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period preceding such sale, exchange or other disposition or the period that such non-United States holder held our common stock (such shorter period, the “Applicable Period”). We do not believe that we have been, are currently or are likely to be a U.S. real property holding corporation for U.S. federal income tax purposes. If we are or were to become a U.S. real property holding corporation, so long as our common shares are regularly traded on an established securities market and continue to be traded, a non-United States holder would be subject to U.S. federal income tax on any gain from the sale, exchange or other disposition of our common stock only if such non-United States holder actually or constructively owned, during the Applicable Period, more than 5% of our common stock. Special rules may apply to non-United States holders, such as controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid federal income tax, that are subject to special treatment under the Code. These entities should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them. Federal Estate Tax Common stock owned or treated as owned by an individual who is a non-United States holder at the time of his or her death generally will be included in the individual‟s gross estate for U.S. federal estate tax purposes and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise. Information Reporting and Backup Withholding Tax Generally, we must report annually to the IRS and to each non-United States holder the amount of dividends paid to such non-United States holder and the amount, if any of tax withheld. Copies of these information returns may also be made available under the provisions

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of a specific treaty or agreement to the tax authorities of the country in which the non-United States holder resides. Generally, additional information reporting and backup withholding of United States federal income tax at the applicable rate may apply to dividend payments made by us or our paying agent to a non-United States holder if such holder fails to make the appropriate certification that the holder is not a U.S. person or if we or our paying agent has actual knowledge or reason to know that the payee is a U.S. person. Payments of the proceeds of the sale of our common stock to or through a foreign office of a U.S. broker or of a foreign broker with certain specified U.S. connections will be subject to information reporting requirements, but not backup withholding, unless the payee is an exempt recipient or such broker has evidence in its records that the payee is not a U.S. person. Payments of the proceeds of a sale of our common stock to or through the U.S. office of a broker will be subject to information reporting and backup withholding unless the payee certifies under penalties of perjury as to his or her status as a non-U.S. person or otherwise establishes an exemption. Any amounts withheld under the backup withholding rules from a payment to a non-United States holder of our common stock will be allowed as a credit against such holder‟s U.S. federal income tax, if any, or will be otherwise refundable, provided that the required information is furnished to the IRS in a timely manner.

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UNDERWRITING Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated will act as joint global coordinators and, together with Lehman Brothers Inc., will act as joint book-running managers for the offering. Subject to the terms and conditions of the underwriting agreement, the underwriters named below, through their representatives Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and Lehman Brothers Inc. have severally agreed to purchase from us the following respective number of shares of common stock at a public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus:
Number of Shares

Underwriters

Deutsche Bank Securities Inc. Morgan Stanley & Co. Incorporated Lehman Brothers Inc. Total

The underwriting agreement provides that the obligations of the several underwriters to purchase the shares of common stock offered hereby are subject to certain conditions precedent and that the underwriters will purchase all of the shares of common stock offered by this prospectus, other than those covered by the over-allotment option described below, if any of these shares are purchased. We have been advised by the representatives of the underwriters that the underwriters propose to offer the shares of common stock to the public at the public offering price set forth on the cover of this prospectus and to dealers at a price that represents a concession not in excess of $ per share under the public offering price. The underwriters may allow, and these dealers may re-allow, a concession of not more than $ per share to other dealers. After the initial public offering, representatives of the underwriters may change the offering price and other selling terms. We have granted to the underwriters an option, exercisable not later than 30 days after the date of this prospectus, to purchase up to additional shares of common stock at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus. The underwriters may exercise this option only to cover over-allotments made in connection with the sale of the common stock offered by this prospectus. To the extent that the underwriters exercise this option, each of the underwriters will become obligated, subject to conditions, to purchase approximately the same percentage of these additional shares of common stock as the number of shares of common stock to be purchased by it in the above table bears to the total number of shares of common stock offered by this prospectus. We will be obligated, pursuant to the option, to sell these additional shares of common stock to the underwriters to the extent the option is exercised. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered. The underwriting discounts and commissions per share are equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting discounts and commissions are % of the initial public offering price. We have agreed to pay the underwriters the following discounts and

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commissions, assuming either no exercise or full exercise by the underwriters of the underwriters‟ over-allotment option:
Total Fees Without With Full Exercise of OverExercise of OverAllotment Option Allotment Option

Fee Per Share

Discounts and commissions paid by us

$

$

$

In addition, we estimate that our share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $ . We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities. Each of our officers and directors, and substantially all of our stockholders and holders of options and warrants to purchase our stock, have agreed, subject to certain exceptions, not to offer, sell, contract to sell or otherwise dispose of, or enter into any transaction that is designed to, or could be expected to, result in the disposition of any shares of our common stock or other securities convertible into or exchangeable or exercisable for shares of our common stock or derivatives of our common stock owned by these persons prior to this offering or common stock issuable upon exercise of options or warrants held by these persons for a period of days after the effective date of the registration statement of which this prospectus is a part without the prior written consent of Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and Lehman Brothers Inc. This consent may be given at any time without public notice. There are no agreements between the representatives and any of our stockholders or affiliates releasing them from these lock-up agreements prior to the expiration of the - day period. The • -day restricted period described in the preceding paragraph will be extended if: during the last 17 days of the -day restricted period we issue an earnings release or material news or a material event relating to us occurs; or prior to the expiration of the -day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the -day period,

•

in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or occurrence of a material event, unless such extention is waived in writing by Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and Lehman Brothers Inc. The representatives of the underwriters have advised us that the underwriters do not intend to confirm sales to any account over which they exercise discretionary authority. In connection with the offering, the underwriters may purchase and sell shares of our common stock in the open market. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters‟ option to purchase additional shares of common stock from us in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will

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consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. Naked short sales are any sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if underwriters are concerned that there may be downward pressure on the price of the shares in the open market prior to the completion of the offering. Stabilizing transactions consist of various bids for or purchases of our common stock made by the underwriters in the open market prior to the completion of the offering. The underwriters may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives of the underwriters have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions. Purchases to cover a short position and stabilizing transactions may have the effect of preventing or slowing a decline in the market price of our common stock. Additionally, these purchases, along with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange in the over-the-counter market or otherwise. A prospectus in electronic format is being made available on Internet web sites maintained by one or more of the lead underwriters of this offering and may be made available on web sites maintained by other underwriters. Other than the prospectus in electronic format, the information on any underwriter‟s web site and any information contained in any other web site maintained by an underwriter is not part of the prospectus or the registration statement of which the prospectus forms a part. Pricing of this Offering Prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price of our common stock will be determined by negotiation among us and the representatives of the underwriters. Among the primary factors that will be considered in determining the public offering price are: • prevailing market conditions; • our results of operations in recent periods; • the present stage of our development; • the market capitalizations and stages of development of other companies that we and the representatives of the underwriters believe to be comparable to our business; and • estimates of our business potential. Each underwriter has represented and agreed that (i) it has not offered or sold and, prior to the expiration of the period of six months from the closing date of this offering, will not offer or sell any shares of our common stock to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied with and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only

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issue or pass on in the United Kingdom, any document received by it in connection with the issue of the shares of our common stock to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on. In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of common stock described in this prospectus may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the common stock that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of securities may be offered to the public in that relevant member state at any time: • to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or • to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts or • in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive. Each purchaser of common stock described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive. For purposes of this provision, the expression an “offer to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state. The sellers of the common stock have not authorized and do not authorize the making of any offer of common stock through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the common stock as contemplated in this prospectus. Accordingly, no purchaser of the common stock, other than the underwriters, is authorized to make any further offer of the common stock on behalf of the sellers or the underwriters. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, investment banking, commercial banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses. Deutsche Bank Securities Inc. is the joint lead arranger and joint bookrunning manager under Rental Service Corporation and RSC Holdings III, LLC senior asset-based loan facilities (the “Senior ABL Facilities”) and senior second-lien term loan facility (the “Senior Term Facility”). Deutsche Bank AG New York Branch, an affiliate of Deutsche Bank Securities Inc., is the administrative agent and a lender under the Senior ABL Facilities and Senior Term Facility. Deutsche Bank Securities Inc. acted as an initial purchaser for the Senior

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Notes. An affiliate of Deutsche Bank Securities Inc. acted as financial advisor to Atlas Copco AB (“ACAB”) in connection with the Recapitalization.

LEGAL MATTERS The validity of the common stock offered in this offering will be passed upon for us by Debevoise & Plimpton LLP, New York, New York. Cahill Gordon & Reindel LLP, New York, New York, advised the underwriters in connection with the offering of the common stock.

EXPERTS The consolidated financial statements of RSC Holdings Inc. and its subsidiaries, as of December 31, 2005 and 2004 and for each of the years in the three-year period ended December 31, 2005, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common stock, we refer you to the registration statement and to its exhibits and schedules. With respect to statements in this prospectus about the contents of any contract, agreement or other document, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, and each such statement is qualified in all respects by reference to the document to which it refers. The public may read and copy any reports or other information that we file with the SEC. Such filings are available to the public over the Internet at the SEC‟s website at http://www.sec.gov. The SEC‟s website is included in this prospectus as an inactive textual reference only. You may also read and copy any document that we file with the SEC at its public reference room at 100 F Street, N.E., Washington D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Upon completion of this offering, RSC Holdings will be subject to the informational requirements of the Exchange Act and will be required to file reports, proxy statements and other information with the Commission. You will be able to inspect and copy these reports, proxy statements and other information at the public reference facilities maintained by the Commission at the address noted above. You will also be able to obtain copies of this material from the Public Reference Room of the Commission as described above, or inspect them without charge at the Commission‟s website. Upon completion of this offering, you will also be able to access, free of charge, our reports filed with the Commission (for example, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments to those forms) through the “Investors” portion of our Internet website (http://www.rscrental.com). Reports filed with or furnished to the Commission will be available as soon as reasonably practicable after they are filed with or furnished to the Commission. Our website is included in this prospectus as an inactive textual reference only. The information found on our website is not part of this prospectus or any report filed with or furnished to the Commission. We intend to furnish our stockholders with annual reports containing consolidated financial statements audited by an independent registered public accounting firm.

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INDEX TO FINANCIAL STATEMENTS RSC HOLDINGS INC.

Page

Unaudited interim consolidated financial statements Consolidated Balance Sheet at September 30, 2006 Consolidated Statements of Income for the nine months ended September 30, 2006 and 2005 Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and 2005 Notes to Consolidated Financial Statements Audited annual consolidated financial statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 31, 2005 and 2004 Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003 Consolidated Statements of Stockholders‟ Equity and Comprehensive Income for the years ended December 31, 2005, 2004 and 2003 Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003 Notes to Consolidated Financial Statements EX-2.1: RECAPITALIZATION AGREEMENT EX-4.1: INDENTURE EX-4.2: REGISTRATION RIGHTS AGREEMENT EX-4.3: SECOND LIEN TERM LOAN CREDIT AGREEMENT EX-4.4: CREDIT AGREEMENT EX-4.5: U.S. GUARANTEE AND COLLATERAL AGREEMENT EX-4.6: CANADIAN SECURITY AGREEMENT EX-4.7: GUARANTEE AND COLLATERAL AGREEMENT EX-4.8: INTERCREDITOR AGREEMENT EX-10.1: FORM OF ATLAS COPCO NORTH AMERICA INC. STOCK INCENTIVE PLAN EX-10.2: FORM OF EMPLOYEE STOCK OPTION AGREEMENTS EX-10.3: FORM OF EMPLOYEE STOCK SUBSCRIPTION AGREEMENTS EX-10.4: FORM OF EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICERS EX-10.5: INDEMNIFICATION AGREEMENT EX-10.6: MONITORING AGREEMENT EX-21.1: LIST OF SUBSIDIARIES EX-23.1: CONSENT OF KPMG LLP EX-24.1: POWER OF ATTORNEY

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) CONSOLIDATED BALANCE SHEET (Unaudited) (In thousands, except share data)

September 30, 2006

ASSETS Cash Accounts receivable, net Inventory Rental equipment, net Property and equipment, net Goodwill Other assets Total assets

$

639 268,833 18,953 1,761,617 162,549 925,621 13,772 3,151,984

$

LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable Accrued expenses and other liabilities Debt Deferred income taxes Total liabilities Commitments and contingencies (notes 10, 11, 12 and 13) Stockholders‟ equity Preferred stock (50,000 shares authorized; no shares issued and outstanding) Series A preferred stock (200 shares authorized; 154 shares issued and outstanding) Common stock, no par value (100,000 shares authorized; 88,339 shares issued and outstanding) Accumulated deficit Accumulated other comprehensive income Total stockholders‟ equity Total liabilities and stockholders‟ equity

$

412,106 177,949 1,302,651 295,694 2,188,400

— 350,000 1,115,722 (513,733 ) 11,595 963,584 $ 3,151,984

See accompanying notes to consolidated financial statements.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands)

Nine Months Ended September 30, 2006 2005

Revenues: Equipment rental revenue Sale of merchandise Sale of used rental equipment Total revenues Cost of revenues: Cost of equipment rentals, excluding depreciation Depreciation—rental equipment Cost of sales of merchandise Cost of rental equipment sales Total cost of revenues Gross profit Operating expenses: Selling, general, and administrative Depreciation and amortization—nonrental Total operating expenses Operating income Interest expense Other loss (income), net Income before provision for income taxes Provision for income taxes Net income

$ 1,008,646 70,773 147,893 1,227,312 436,339 186,277 43,649 112,889 779,154 448,158 99,164 28,419 127,583 320,575 73,553 (311 ) 247,333 92,848 $ 154,485

$

825,401 77,005 161,067 1,063,473 390,833 156,358 52,777 129,589 729,557 333,916 89,093 25,343 114,436 219,480 49,428 (113 ) 170,165 60,154

$

110,011

See accompanying notes to consolidated financial statements.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Nine Months Ended September 30, 2006 2005

Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Gain on sales of property and equipment Deferred income taxes Changes in assets and liabilities: Accounts receivable, net Inventory Other assets Accounts payable Accrued expenses and other liabilities Net cash provided by operating activities Cash flows from investing activities: Purchases of rental equipment Purchases of property and equipment Proceeds from sales of rental equipment Proceeds from sales of property and equipment Net cash used in investing activities Cash flows from financing activities: Net proceeds from (paydown of) debt Cash dividends paid Capital contributions for share appreciation rights Net cash used in financing activities Effect of foreign exchange rates on cash Net decrease in cash Cash at beginning of period Cash at end of period Supplemental disclosure of cash flow information: Cash paid for interest on revolving debt Cash paid for interest on capital lease obligations Supplemental schedule of non-cash investing and financing activities: Purchase of assets under capital lease obligations

$

154,485

$

110,011

214,696 (40,417 ) 50,311 (22,522 ) 215 1,298 82,164 50,560 490,790 (640,238 ) (16,757 ) 147,893 13,198 (495,904 ) 5,315 (7,997 ) 1,145 (1,537 ) 156 (6,495 ) 7,134 $ 639 $

181,701 (35,857 ) 47,423 (19,113 ) 6,177 367 156,244 17,649 464,602 (537,136 ) (1,711 ) 161,067 12,627 (365,153 ) (92,830 ) (7,998 ) 561 (100,267 ) 142 (676 ) 4,523 3,847

$

18,402 4,654 50,507

$

13,301 2,674 34,578

See accompanying notes to consolidated financial statements.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts) (1) Organization Business and Basis of Presentation RSC Holdings Inc. and subsidiaries (the Company or RSC Holdings) are wholly owned by Atlas Copco AB (ACAB) and Atlas Copco Airpower n.v. (ACA), a wholly owned subsidiary of ACAB (collectively, the Group). At September 30, 2006, ACAB and ACA owned 40.2% and 59.8% of the outstanding common shares of RSC Holdings, respectively. These unaudited consolidated financial statements represent a carve-out of the activities of RSC Holdings as they relate to its wholly owned subsidiary Rental Service Corporation (RSC). The unaudited financial statements exclude RSC‟s Prime Energy division, which will be retained by the Group. The historical financial statements of RSC Holdings included investments in other consolidated or nonconsolidated operations which are not included in these unaudited consolidated financial statements and will be retained by the Group. The Company has also estimated and reflected in these unaudited consolidated financial statements general and administrative costs incurred by RSC Holdings to both support operations such as tax, legal, and treasury, had the Company been a stand-alone entity, as well as certain undistributed costs which RSC Holdings historically retained. The unaudited consolidated financial statements reflect indebtedness with an affiliate in which interest charged may not be reflective of rates and terms and conditions offered by a third party lender. Certain current and former employees are covered under a defined benefit plan sponsored by the Group. The unaudited consolidated financial statements included herein do not include any allocated cost, funding obligations or plan assets as such plan will be retained by the Group. Management believes the assumptions underlying the unaudited consolidated financial statements are reasonable. However, the unaudited consolidated financial statements included herein may not necessarily reflect the Company‟s results of operations, financial position and cash flows in the future or what its results of operations, financial position and cash flows would have been had the Company been a stand-alone company during the periods presented. The accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company‟s financial position as of September 30, 2006 and the results of operations and cash flows for the nine-month periods ended September 30, 2006 and 2005. The accompanying unaudited consolidated financial statements and notes thereto have been prepared in accordance with the appropriate interim financial statement requirements and consequently do not include all of the disclosures normally required by U.S. generally accepted accounting principles (GAAP) for complete financial statements. The results of operations for such interim periods are not necessarily indicative of results for the full year. These unaudited consolidated financial statements should be read in conjunction with the December 31, 2005 audited consolidated financial statements, including the related notes thereto. The Company is engaged primarily in the rental of a diversified line of construction, industrial and manufacturing equipment, geographically dispersed throughout the United States and Canada. The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The nature of the Company‟s business is such that short-term obligations are typically met by cash flows generated from long-term assets.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

Therefore, the accompanying unaudited consolidated balance sheet is presented on an unclassified basis. (2) Summary of Significant Accounting Policies (a) Use of Estimates The preparation of the unaudited consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amounts of fleet, property and equipment, and inventories; the allowance for doubtful accounts; intangible assets; deferred income taxes; environmental liabilities; and assets and obligations related to employee benefits. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates. (b) Foreign Currency Translation The unaudited consolidated financial statements of the Company‟s foreign subsidiary are translated into U.S. dollars in accordance with the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency Translation. Assets and liabilities of the foreign subsidiary are translated into U.S. dollars at year-end exchange rates. Revenue and expense items are translated at the average rates prevailing during the period. Resulting translation adjustments are included as a component of accumulated other comprehensive income. Income and losses that result from foreign currency transactions are included in earnings. The Company recognized foreign currency transaction gains of $311 and $113 for the nine-month periods ended September 30, 2006 and 2005, respectively. (c) Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The fair values of cash, accounts receivable and accounts payable approximate carrying values due to the short maturity of these financial instruments. The Company considers the determination of the fair value of affiliated debt to be impracticable as the counterparty is a related party, there is no stated maturity date, and no similar financial instruments are available to provide a comparable analysis. (d) Accounts Receivable Accounts receivable are stated net of allowances for doubtful accounts of $6,782 at September 30, 2006. Management develops its estimate of this allowance based on the Company‟s historical experience with specific customers, its understanding of the Company‟s current economic circumstances, and its own judgment as to the likelihood of ultimate payment. Management also considers the Company‟s collection experience with the balance of

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

its receivables portfolio and makes estimates regarding collectibility based on trends of aging. Bad debt expense is reflected as a component of selling, general and administrative expenses in the consolidated statements of income and represents accounts receivable that are deemed uncollectible by the Company‟s management, net of amounts recovered during the period that were previously deemed uncollectible and changes in management‟s estimates related to the collectibility of accounts receivable. (e) Inventory Inventory consists of equipment, merchandise, parts and other. Equipment is stated at the lower of cost or market, with cost determined by specific-identification. Merchandise, parts and other are accounted for using the weighted average cost method, and are also stated at the lower of cost or market. (f) Rental Fleet Rental equipment is recorded at cost and depreciated over the estimated useful lives of the equipment using the straight-line method. The range of estimated lives for rental equipment is one to ten years. Rental equipment is depreciated to a salvage value of zero to ten percent of cost. Ordinary repair and maintenance costs are charged to operations as incurred. When rental fleet equipment is disposed of, the related cost and accumulated depreciation are removed from their respective accounts, and any gains or losses are included in results of operations. The Company has factory-authorized arrangements for the refurbishment of equipment. The Company continues to record depreciation expense while the equipment is out on refurbishment. The cost of refurbishment is added to the existing net book value of the asset. The combined cost is depreciated over 48 months. The total net book value of the equipment and the total refurbishment cost following completion of the refurbishment may not exceed the equipment‟s current fair value, as determined by the Company‟s experience in the secondary market for sales of used equipment. (g) Property and Equipment Property and equipment is recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets ranging from three to thirty years. Leasehold improvements are amortized over the life of the lease or life of the asset, whichever is shorter. Maintenance and repair costs are charged to operations as incurred. Expenditures that increase productivity or extend the life of an asset are capitalized. Upon disposal, the related cost and accumulated depreciation are removed from their respective accounts, and any gains or losses are included in results of operations. (h) Impairment of Long Lived Assets In accordance with SFAS No. 144, Accounting for Impairment of Long-Lived Assets, long-lived assets, such as rental fleet, property and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale are presented separately in the appropriate asset and liability sections of the balance sheet. Goodwill and intangible assets that have indefinite useful lives are tested annually for impairment in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets , and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset‟s fair value. For goodwill, the impairment determination is made at the reporting unit level and consists of two steps. First, the Company determines the fair value of a reporting unit and compares it to its carrying amount. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit‟s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with FASB Statement No. 141, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. (i) Revenue Recognition The Company rents equipment primarily to the nonresidential construction, industrial and residential markets. The Company records unbilled revenue for revenues earned each reporting period which have not yet been billed to the customer. Rental contract terms may be daily, weekly, or monthly and may extend across financial reporting periods. Rental revenue is recognized over the applicable rental period. The Company recognizes revenue on merchandise sales when products are shipped, title passes to the customer, the customer takes ownership, assumes risk of loss, and collectibility is reasonably assured. There are no rights of return or warranties offered on product sales. The Company recognizes both net and gross re-rent revenue. The Company has entered into alliance agreements with certain suppliers whereby the Company will rent equipment from the supplier and subsequently re-rent such equipment to a customer. Under the alliance agreements, the collection risk from the end user is passed to the original supplier and revenue is presented on a net basis under the provisions of Emerging Issues Task Force (EITF) No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. When no alliance agreement exists, re-rent revenue is presented on a gross basis. (j) Reserves for Claims The Company is exposed to various claims relating to the business. These may include claims relating to (i) personal injury or death caused by equipment rented or sold, (ii) motor vehicle accidents involving sales, delivery and service personnel and (iii) employment related

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

claims. The Company establishes reserves for reported claims that are asserted and for claims that are believed to have been incurred but not yet reported. These reserves reflect an estimate of the amounts that the Company will be required to pay in connection with these claims. The reserves are based upon assumptions relating to the probability of losses, the nature and severity of individual claims, and an estimate of future claims development based upon historical claims development trends. These estimates may change based on, among other events, changes in claims history or receipt of additional information relevant to assessing the claims. Furthermore, these estimates may prove to be inaccurate due to factors such as adverse judicial determinations or settlements at higher than estimated amounts. Accordingly, the Company may be required to increase or decrease the reserves. (k) Income Taxes The Company‟s income taxes as presented herein are calculated on a separate tax return basis, although historically, the Company was included in the consolidated tax return of Atlas Copco North America Inc. Atlas Copco North America Inc. managed its tax position for the benefit of its entire portfolio of businesses, and its tax strategies were not necessarily reflective of the tax strategies that the Company would have followed or does follow as a stand-alone company. Income taxes are accounted for under SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109 deferred income taxes reflect the tax consequences of differences between the financial statement carrying amounts and the respective tax bases of assets and liabilities and operating loss and tax credit carryforwards. A valuation allowance is provided for deferred tax assets when realization of such assets is not considered to be more likely than not. Adjustments to the deferred income tax valuation allowance are made periodically based on management‟s assessment of the recoverability of the related assets. Provisions for deferred income taxes are recorded to the extent of withholding taxes and incremental taxes, if any, that arise from repatriation of dividends from those foreign subsidiaries where local earnings are not permanently reinvested. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. (l) Marketing and Advertising costs The Company advertises primarily through trade publications and yellow pages. These costs are charged in the period incurred. Marketing and advertising costs are included in selling, general and administrative expenses in the accompanying consolidated statements of income. Marketing and advertising expense for the nine-month periods ended September 30, 2006 and 2005, net of cooperative advertising ($1,099 and $233) was $6,943 and $7,302, respectively.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

(m) Consideration Received from Vendors The Company receives money from suppliers for various programs, primarily volume incentives and advertising. Allowances for advertising to promote a vendor‟s products or services which meet the criteria in EITF No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor are offset against advertising costs in the period in which the Company recognizes the incremental advertising cost. In situations when vendor consideration does not meet the criteria in EITF No. 02-16 to be offset against advertising costs, the Company considers the consideration to be a reduction in the purchase price of fleet acquired. Volume incentives are recorded as a reduction in the purchase price of fleet acquired and amortized as an offset to depreciation expense over 36 months, which approximates the average period of ownership of the fleet purchased from vendors who provide the Company with rebates and other incentives. (n) Share Appreciation Rights Plan Prior to January 1, 2006, the Company applied the intrinsic value based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees , and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25 , to account for share appreciation rights issued by ACAB to selected key Company employees. Effective January 1, 2006, the Company adopted the modified prospective method of SFAS 123 (revised 2004), Share Based Payment. Under that method, the Company recognizes compensation costs for new grants of share-based awards, awards modified after the effective date, and the remaining portion of the fair value of the unvested awards at the adoption date. As of January 1, 2006, the share appreciation rights were substantially vested. As a result, the adoption of SFAS 123 did not have a material effect on the Company‟s financial position or results of operations. As the share appreciation rights are cash settled, they continue to be marked to market and classified as a liability under SFAS 123 (see note 16). (o) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash and accounts receivable. The Company maintains cash with high quality financial institutions. Concentration of credit risk with respect to accounts receivable is limited because the Company‟s customer base is large and geographically diverse. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. (p) New Accounting Pronouncements In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections , a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 requires retrospective application to prior periods‟ financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

cumulative effect of the change. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. SFAS No. 154 further requires a change in depreciation, amortization or depletion method for long-lived, nonfinancial assets to be accounted for as a change in accounting estimate affected by a change in accounting principle. Unless adopted early, SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. On January 1, 2006, the Company adopted SFAS No. 154. The adoption did not have an impact on the Company‟s financial position or results of operations. In June 2005, the EITF reached a consensus on EITF Issue No. 05-6, Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination. EITF No. 05-6 requires that leasehold improvements acquired in a business combination be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 further requires that leasehold improvements that are placed into service significantly after, and not contemplated at or near the beginning of the lease term, shall be amortized over the shorter of the useful life of the assets or a term that includes the required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 is effective prospectively for leasehold improvements purchased or acquired in periods beginning after June 29, 2005. The Company‟s implementation of the guidance in EITF No. 05-6 did not have an effect on its financial condition or results of operations in 2005 or for the nine-month period ended September 30, 2006 and is not expected to have a material effect on the Company‟s financial condition or results of operations going forward. In October 2005, the FASB issued FASB Staff Position FAS 13-1, Accounting for Rental Costs Incurred during a Construction Period (FSP FAS 13-1). FSP FAS 13-1 requires rental costs associated with building or ground leases incurred during a construction period to be recognized as rental expense and is effective for the first reporting period beginning after December 15, 2005. In addition, FSP FAS 13-1 requires lessees to cease capitalizing rental costs as of December 15, 2005 for operating lease agreements entered into prior to December 15, 2005. Early adoption is permitted. The Company does not capitalize rental costs from its operating lease agreements. The Company adopted FSP FAS 13-1 on January 1, 2006. The adoption did not have an impact on the Company‟s financial condition or results of operations. In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is assessing FIN 48 and has not determined the impact that the adoption of FIN 48 will have on its results of operations. In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” This standard defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

States of America, and expands disclosure about fair value measurements. This pronouncement applies to other accounting standards that require or permit fair value measurements. Accordingly, this statement does not require any new fair value measurement. This statement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company will be required to adopt SFAS No. 157 in the first quarter of fiscal year 2008. Management is currently evaluating the requirements of SFAS No. 157 and has not yet determined the impact on the Company‟s financial statements. (3) Accounts Receivable Accounts receivable consist of the following:
September 30, 2006

Trade receivables Receivables from affiliates Other receivables Less allowance for doubtful accounts Accounts receivable, net

$

267,690 3,273 4,652 (6,782 ) 268,833

$

(4) Rental Equipment Rental equipment consists of the following:
September 30, 2006

Rental equipment Less accumulated depreciation Rental equipment, net

$ $

2,401,623 (640,006 ) 1,761,617

(5) Property and Equipment Property and equipment consists of the following:
September 30, 2006

Leased equipment Buildings and leasehold improvements Furniture and fixtures Nonrental machinery and equipment

$

184,301 41,726 29,480 25,014

Construction in progress Land and improvements Less accumulated depreciation and amortization Property and equipment, net $

2,659 714 283,894 (121,345 ) 162,549

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

(6) Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following:
September 30, 2006

Accrued employee payroll and benefits Accrued income and other taxes Reserve for claims Accrued incentive compensation Other Total

$

18,288 110,837 29,543 11,494 7,787 177,949

$

(7) Debt Debt consists of the following:
September 30, 2006

Indebtedness due to affiliate Capitalized lease obligations Other Total

$

1,180,050 122,522 79 1,302,651

$

The Company‟s indebtedness to affiliate represents an estimate of remaining indebtedness associated with RSC Holdings‟ acquisition of the operations included in these financial statements, RSC‟s operational borrowings, and adjustments related to operations which will be retained by the Group. These unaudited consolidated financial statements reflect interest cost computed under historical borrowing arrangements between the Company and the affiliate. Accrued interest was added to the outstanding debt balance. The average interest rate for the outstanding borrowings at September 30, 2006 was 7.83%. The indebtedness to affiliate has no stated maturity date and no associated covenants. Capital lease obligations consist of vehicle leases with periods expiring at various dates through 2013 at variable interest rates ranging from 2.60% to 7.25% (see note 11). (8) Common and Preferred Stock The Company has authorized 100,000 shares of no-par common stock. There are 88,339 shares of common stock issued and outstanding at September 30, 2006. The Company has authorized 50,000 shares of preferred stock. There are no preferred shares issued and outstanding at September 30, 2006.

RSC has authorized 200 shares of Series A preferred stock, of which 154 shares of Series A preferred stock are issued and outstanding with an affiliate at September 30, 2006. Solely as it relates to equity issued by RSC, the Series A preferred stock ranks senior to other classes of capital stock. Holders of the Series A preferred stock are entitled to receive dividends, when

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

declared by the Board and prior to the payment of any dividends to holders of other classes of RSC capital stock. For dividend payment dates occurring on or before September 3, 2008, the per-share dividend is calculated as the product of (a) a 4.57% annual interest rate and (b) the issue price of such shares. For dividend payment dates occurring after September 3, 2008, the per-share dividend is calculated as the product of (a) the six-month LIBOR plus 1.25% and (b) the issue price of such shares. Dividends may be declared and paid on a biannual basis; however, dividends are cumulative and accrue whether or not declared. Interest on unpaid dividends accrues at a fixed rate of 5.57% annual rate. In the event of liquidation, dissolution or winding up of RSC, but not a sale of RSC, the preferred stock has liquidation preferences equal to the issue price and all accrued and unpaid dividends. Holders of the Series A preferred stock are entitled to one vote for each share on all questions presented to holders of RSC‟s voting capital stock. There are no mandatory or optional conversion features into any other class of capital stock or debt obligation at the RSC or RSC Holdings level. Holders of the Series A preferred stock have no right to cause mandatory or optional redemption. RSC Holdings has guaranteed the payment of dividends in the event RSC is financially unable to do so. (9) Income Taxes The components of the provision for income taxes are as follows:
Nine Months Ended September 30, 2006 2005

Domestic federal: Current Deferred Domestic state: Current Deferred Total domestic Foreign federal: Current Deferred Total foreign

$ 29,948 43,757 73,705 9,445 5,853 89,003 3,144 701 3,845 $ 92,848

$

4,414 47,161 51,575 6,588 (591 ) 57,572 1,729 853 2,582

$ 60,154

The Company‟s operating results have been previously included in RSC Holdings‟ consolidated U.S. federal and state income tax returns. The provision for income taxes in these financial statements have been determined on a separate return basis. The Company was required to assess its deferred tax assets and the need for a valuation allowance on a separate return basis, and exclude from the assessment the utilization of all or a portion of those losses by the Company under the separate return method. This assessment required judgment on the

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

part of management with respect to benefits that could be realized from future income, as well as other positive and negative factors. A reconciliation of the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 35% to income before provision for income taxes is as follows:
Nine Months Ended September 30, 2006 2005

Computed tax at statutory tax rate Permanent items State income taxes, net of federal tax benefit Difference between federal statutory and foreign tax rate Other Provision for income taxes

$ 86,566 (3,705 ) 10,063 (76 ) — $ 92,848

$ 59,558 (3,705 ) 4,340 (42 ) 3 $ 60,154

The Company‟s investment in its foreign subsidiary is permanently invested abroad and will not be repatriated to the U.S. in the foreseeable future. In accordance with APB Opinion No. 23, Accounting for Income Taxes—Special Areas , because those earnings are considered to be indefinitely reinvested, no U.S. federal or state deferred income taxes have been provided thereon. Total undistributed earnings at September 30, 2006 were $32,015. Upon distribution of those earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the foreign country. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at September 30, 2006 are presented below:
September 30, 2006

Deferred tax assets: Accruals Deferred tax liabilities: Intangibles Capitalized leases Property and equipment Total gross deferred liabilities Net deferred tax liability

$

14,835 24,720 4,055 281,754 310,529

$

295,694

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. (10) Commitments, Contingencies, and Guarantees At September 30, 2006, the Company had total available irrevocable letters of credit facilities of $180,886 of which $148,569 were outstanding. Such irrevocable commercial and standby letters of credit facilities support various agreements, leases, and insurance policies. The total outstanding letters of credit include amounts with various suppliers that guarantee payment of rental equipment purchases upon reaching the specified payment date (normally 180 day terms). Due to the large number of locations in which the Company does business, the Company normally has seven to ten sales tax or property tax audits in process at the end of each year. Based upon historical experience and any known issues, the Company records and carries an accrual for estimated additional taxes and associated penalties that may result from such audits. (11) Leases Included in property and equipment in the unaudited consolidated balance sheet are the following assets held under capital leases:
September 30, 2006

Leased equipment Less accumulated depreciation and amortization Leased equipment, net

$ $

184,301 (70,871 ) 113,430

Capital lease obligations consist of vehicle leases with periods expiring at various dates through 2013 at variable interest rates. Capital lease obligations amounted to $122,522 at September 30, 2006. The Company also rents equipment, facilities and certain office equipment under operating leases. Certain real estate leases require the Company to pay maintenance, insurance, taxes and certain other expenses in addition to the stated rentals. Lease expense charged to operations under operating leases amounted to $26,976 and $25,890 for the nine-month periods ended September 30, 2006 and 2005, respectively, net of sublease income ($318 and $651).

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

Future minimum lease payments, by year and in the aggregate, for noncancelable capital and operating leases with initial or remaining terms of one year or more are as follows at September 30, 2006:
Capital Leases Operating Leases

2006 2007 2008 2009 2010 Thereafter Total minimum lease payments Less amount representing interest (at rates ranging from 2.60% to 7.25%) Capital lease obligations

$

8,880 34,561 32,418 28,835 22,197 34,881

$

9,733 38,758 31,449 24,503 17,798 16,004

$ 161,772 (39,250 ) $ 122,522

$ 138,245

In 2002 and 2001, the Company completed a number of real estate sale-leaseback transactions with unrelated third parties which resulted in deferred gains. For these transactions, the Company leased back the real estate over a period of five to fifteen years. The resulting leases have been accounted for as operating leases. The deferred gains are being amortized over the respective lease periods on a straight-line basis. Deferred gains recognized into income for the nine-month periods ended September 30, 2006 and 2005 were $354 in each period. The Company has a variety of real estate leases that contain rent escalation clauses. The Company records the related rental expense on a straight-line basis over the lease term and records the difference between the amount charged to expense and the rent paid as a deferred rent liability. The balance of the deferred rent liability amounted to $979 at September 30, 2006. (12) Legal and Insurance Matters The Company is party to legal proceedings and potential claims arising in the ordinary course of its business. In the opinion of management, the Company has adequate legal defenses, reserves, and insurance coverage with respect to these matters so that the ultimate resolution will not have a material adverse effect on the Company‟s financial position, results of operations, or cash flows. The Company records claims related to recoveries from third parties when such recoveries are certain of being collected. The Company has been named as a defendant in a number of product liability cases and silicosis claims. No reserve has been established in response to these cases as the outcomes are neither probable nor estimable. There are 81 silicosis cases open at September 30, 2006. (13) Environmental Matters

The Company is subject to various laws and related regulations governing environmental matters. Under such laws, an owner or lessee of real estate may be liable for the costs of

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

removal or remediation of certain hazardous or toxic substances located on or in, or emanating from, such property, as well as investigation of property damage. The Company incurs ongoing expenses and records applicable accruals associated with the removal of underground storage tanks and the performance of appropriate remediation at certain of its locations. The Company believes that such removal and remediation will not have a material adverse effect on the Company‟s financial position, results of operations, or cash flows. (14) Affiliated Company Transactions The Company sells merchandise and purchases goods to/from affiliates. Sales to affiliated companies of $75 and $64 during the nine-month periods ended September 30, 2006 and 2005, respectively, are included in revenues in the accompanying consolidated statements of income. Inventory purchases from affiliated companies were $40,443 and $39,993 during the nine-month periods ended September 30, 2006 and 2005, respectively. Affiliated payables were $31,457 at September 30, 2006. (15) Employee Benefit Plans The Company currently sponsors a defined contribution 401(k) plan that is subject to the provisions of ERISA. The Company also sponsors a defined contribution pension plan for the benefit of full-time employees of its Canadian subsidiary. Under these plans, the Company matches a percentage of the participants‟ contributions up to a specified amount. Company contributions to the plans were $3,458 and $2,939 for the nine-month periods ended September 30, 2006 and 2005, respectively. The Company sponsors a deferred compensation plan whereby amounts earned and contributed by an employee are invested and held in a Company created “rabbi trust”. Rabbi trusts are employee directed and administered by a third party. As the assets of the trust are available to satisfy the claims of general creditors in the event of Company bankruptcy, under EITF No. 97-14, Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested , the amounts held in the trust are accounted for as an investment and a corresponding liability in the accompanying unaudited consolidated balance sheet and amounted to $2,566 at September 30, 2006. The Company has no defined benefit pension plans for its employees or management. (16) Employee Share Appreciation Rights The Company has a liability for key employee share appreciation rights (SARS). Rights do not entitle the holder to acquire shares, but only to receive cash for the difference between the price of ACAB‟s A-share at exercise and the price determined at the grant date. SARS were offered each year from 2000 to 2003. No SARS have been granted since 2003. SARS were formally granted and issued by ACAB, have a term of 6 years from the grant date and vest at rates of one-third per year at each anniversary of the grant date. Unvested rights expire at termination of employment, while vested rights are exercisable within one month (grant year 2000 and 2001) or three months (grant year 2002 and 2003) after termination of employment (12 months in case of retirement). SARS have been granted free of charge as part of certain

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

compensation packages and are not transferable. The exercise price/grant price is equal to 110% of the average share price during a limited period before the grant date. There are no other performance conditions required to earn the award. At September 30, 2006, there were 205,153 SARS outstanding, with none issued, 75,818 exercised and zero forfeited during the nine-month period ended September 30, 2006. The average exercise prices for SARS for the nine-month periods ended September 30, 2006 and 2005 were $27 and $15, respectively. SARS expense for the nine-month periods ended September 30, 2006 and 2005 was $810 and $2,402, respectively. SARS compensation liability at September 30, 2006 was $3,341 and is included in accrued expenses and other liabilities in the unaudited consolidated balance sheet. (17) Business Segment and Geographic Information SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information , requires companies to provide certain information about their operating segments. Based on information monitored by the Company‟s operating decision makers, the Company has concluded that its business operates within one reportable segment. The Company operates in the United States and Canada. Revenues are attributable to countries based on the location of the customers. The information presented below shows geographic information relating to revenues from external customers for the nine-month periods ended September 30, 2006 and 2005:
Nine Months Ended September 30, 2006 2005

Revenues from external customers: Domestic Foreign Total

$ 1,180,318 46,994 $ 1,227,312

$ 1,028,756 34,717 $ 1,063,473

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) September 30, 2006 and 2005 (Unaudited) (Amounts in thousands, except share amounts)

The information presented below shows geographic information relating to rental equipment, property and equipment, and goodwill at September 30, 2006:
September 30, 2006

Rental equipment, net Domestic Foreign Total Property and equipment, net Domestic Foreign Total Goodwill Domestic Foreign Total

$

1,688,965 72,652 1,761,617

156,627 5,922 162,549

925,621 — $ 925,621

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Report of Independent Registered Public Accounting Firm The Board of Directors RSC Holdings Inc.: We have audited the accompanying consolidated balance sheets of RSC Holdings Inc. (formerly known as Atlas Copco North America Inc.) and subsidiaries (the Company), a wholly owned subsidiary of Atlas Copco AB, as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders‟ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company‟s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company‟s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RSC Holdings Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP

Phoenix, Arizona April 18, 2006

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 (In thousands, except share data)
2005 2004

ASSETS Cash Accounts receivable, net Inventory Rental equipment, net Property and equipment, net Goodwill Other assets Total assets

$

7,134 245,606 19,011 1,420,545 131,490 925,621 15,024

$

4,523 212,730 25,200 1,127,481 114,147 925,621 11,972

$ 2,764,431

$ 2,421,674

LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable Accrued expenses and other liabilities Debt Deferred income taxes Total liabilities Commitments and contingencies (notes 7, 10, 11, 12 and 13) Stockholders‟ equity Preferred stock (50,000 shares authorized; no shares issued and outstanding) Series A preferred stock (200 shares authorized; 154 shares issued and outstanding Common stock, no par value (100,000 shares authorized; 88,339 shares issued and outstanding) Accumulated deficit Accumulated other comprehensive income Total stockholders‟ equity Total liabilities and stockholders‟ equity

$

330,757 127,823 1,246,829 245,216 1,950,625

$

210,397 98,436 1,277,305 172,844 1,758,982

— 350,000 1,114,577 (660,221 ) 9,450 813,806 $ 2,764,431

— 350,000 1,113,735 (808,423 ) 7,380 662,692 $ 2,421,674

See accompanying notes to consolidated financial statements.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) CONSOLIDATED STATEMENTS OF INCOME Years ended December 31, 2005, 2004, and 2003 (In thousands)

2005

2004

2003

Revenues: Equipment rental revenue Sale of merchandise Sale of used rental equipment Total revenues Cost of revenues: Cost of equipment rentals, excluding depreciation Depreciation—rental equipment Cost of sales of merchandise Cost of rental equipment sales Total cost of revenues Gross profit Operating expenses: Selling, general, and administrative Depreciation and amortization—nonrental Total operating expenses Operating income Interest expense Other income, net Income before provision for income taxes Provision for income taxes Net income

$ 1,140,329 102,894 217,534 1,460,757 527,208 212,325 69,914 173,276 982,723 478,034 122,281 33,776 156,057 321,977 64,280 (100 ) 257,797 93,600 $ 164,197

$

984,517 162,720 181,486 1,328,723 492,323 192,323 122,873 147,131 954,650 374,073 118,130 32,641 150,771 223,302 45,666 (58 ) 177,694 66,717

$

899,203 178,374 140,424 1,218,001 494,056 187,859 138,056 110,458 930,429 287,572 128,044 32,320 160,364 127,208 54,983 (119 ) 72,344 26,437

$

110,977

$

45,907

See accompanying notes to consolidated financial statements.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME Years ended December 31, 2005, 2004, and 2003 (In thousands, except share data)

Accumulated other Series A Preferred stock Shares Amount Common stock Shares Amount Accumulated deficit comprehensive income

Total

Balance, December 31, 2002 Components of comprehensive income: Net income Foreign currency translation adjustments, net of tax Total comprehensive income Cash dividends on Series A preferred stock Capital contributions Issuance of Series A preferred Stock Balance, December 31, 2003 Components of comprehensive income: Net income Foreign currency translation adjustments, net of tax Total comprehensive income Cash dividends on Series A preferred stock Capital contributions Balance, December 31, 2004 Components of comprehensive income: Net income Foreign currency translation adjustments, net of tax

—

$

—

88,339

$ 1,113,316

$ (962,018 )

$

(789 )

$ 150,509

—

—

—

—

45,907

—

45,907

—

—

—

—

—

5,087

5,087

50,994

— — 154 154

— — 350,000 350,000

— — — 88,339

— 22 — 1,113,338

(3,999 ) — — (920,110 )

— — — 4,298

(3,999 ) 22 350,000 547,526

—

—

—

—

110,977

—

110,977

—

—

—

—

—

3,082

3,082

114,059

— — 154

— — 350,000

— — 88,339

— 397 1,113,735

(15,995 ) — (825,128 )

— — 7,380

(15,995 ) 397 645,987

—

—

—

—

164,197

—

164,197

—

—

—

—

—

2,070

2,070

Total comprehensive income Cash dividends on Series A preferred stock Capital contributions Balance, December 31, 2005

166,267

— — 154

— — $ 350,000

— — 88,339

— 842 $ 1,114,577

(15,995 ) — $ (676,926 ) $

— — 9,450

(15,995 ) 842 $ 797,101

See accompanying notes to consolidated financial statements.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31, 2005, 2004, and 2003 (In thousands)

2005

2004

2003

Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Gain on sales of property and equipment Deferred income taxes Changes in assets and liabilities: Accounts receivable Inventory Other assets Accounts payable Accrued expenses and other liabilities Net cash provided by operating activities Cash flows from investing activities: Purchases of rental equipment Purchases of property and equipment Proceeds from sales of rental equipment Proceeds from sales of property and equipment Net cash used in investing activities Cash flows from financing activities: Net (payments on) proceeds from debt Cash dividends paid Capital contributions for share appreciation rights Net cash used in financing activities Effect of foreign exchange rates on cash Net increase (decrease) in cash Cash at beginning of year Cash at end of year Supplemental disclosure of cash flow information: Cash paid for interest Supplemental schedule of non-cash investing and financing activities: Issuance of Series A preferred stock for settlement of debt Purchase of assets under capital lease obligations

$

164,197

$

110,977

$

45,907

246,101 (45,227 ) 72,212 (31,065 ) 6,203 (3,014 ) 120,177 29,287 558,871 (691,858 ) (4,641 ) 217,534 16,197 (462,768 ) (83,277 ) (15,995 ) 842 (98,430 ) 4,938 2,611 4,523 $ 7,134 $

224,964 (37,019 ) 59,847 (25,283 ) 23,024 (2,071 ) 72,507 9,031 435,977 (419,900 ) (33,490 ) 181,486 34,136 (237,768 ) (185,271 ) (15,995 ) 397 (200,869 ) 6,716 4,057 466 4,523 $

220,179 (27,287 ) 17,370 16,190 2,821 (3,498 ) 49,411 19,520 340,613 (243,777 ) (9,727 ) 140,424 6,532 (106,548 ) (237,101 ) (3,999 ) 22 (241,078 ) 6,566 (447 ) 913 466

$

3,910

$

14,390

$

20,644

— 47,870

— 31,276

350,000 12,296

See accompanying notes to consolidated financial statements.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts) (1) Organization (a) Business and Basis of Presentation

RSC Holdings Inc. and subsidiaries (the Company or RSC Holdings) are wholly owned by Atlas Copco AB (ACAB) and Atlas Copco Airpower n.v. (ACA), a wholly owned subsidiary of ACAB (collectively, the Group). At December 31, 2005, 2004, and 2003, ACAB and ACA owned 40.2% and 59.8% of the outstanding common shares of RSC Holdings, respectively. These consolidated financial statements represent a carve-out of the activities of RSC Holdings as they relate to its wholly owned subsidiary Rental Service Corporation (RSC). The consolidated financial statements exclude RSC‟s Prime Energy division, which will be retained by the Group. The historical financial statements of RSC Holdings included investments in other consolidated or nonconsolidated operations which are not included in these consolidated financial statements and will be retained by the Group. The Company has also estimated and reflected in these consolidated financial statements general and administrative costs incurred by RSC Holdings to both support operations such as tax, legal, and treasury, had the Company been a stand alone entity, as well as certain undistributed costs which RSC Holdings historically retained. The financial statements reflect indebtedness with an affiliate in which interest charged may not be reflective of rates and terms and conditions offered by a third party lender. Certain current and former employees are covered under a defined benefit plan sponsored by the Group. The consolidated financial statements included herein do not include any allocated cost, funding obligations or plan assets as such plan will be retained by the Group. Management believes the assumptions underlying the consolidated financial statements are reasonable. However, the consolidated financial statements included herein may not necessarily reflect the Company‟s results of operations, financial position and cash flows in the future or what its results of operations, financial position and cash flows would have been had the Company been a stand-alone company during the periods presented. The Company is engaged primarily in the rental of a diversified line of construction, industrial and manufacturing equipment, geographically disbursed throughout the United States and Canada. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The nature of the Company‟s business is such that short-term obligations are typically met by cash flows generated from long-term assets. Therefore, the accompanying balance sheets are presented on an unclassified basis. (2) Summary of Significant Accounting Policies (a) Use of Estimates

The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amounts of fleet, property and equipment, and inventories; the allowance for doubtful accounts; intangible assets; deferred income taxes; environmental liabilities; and assets and obligations related to employee benefits. Management believes that its estimates and

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

assumptions are reasonable in the circumstances; however, actual results may differ from these estimates. (b) Foreign Currency Translation

The financial statements of the Company‟s foreign subsidiary are translated into U.S. dollars in accordance with the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency Translation. Assets and liabilities of the foreign subsidiary are translated into U.S. dollars at year-end exchange rates. Revenue and expense items are translated at the average rates prevailing during the period. Resulting translation adjustments are included in stockholders‟ equity as a component of accumulated other comprehensive income. Income and losses that result from foreign currency transactions are included in earnings. The Company recognized $100, $58, and $119 of foreign currency transaction gains for the years ended December 31, 2005, 2004, and 2003, respectively. (c) Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The fair values of cash, accounts receivable and accounts payable approximate carrying values due to the short maturity of these financial instruments. The Company considers the determination of the fair value of affiliated debt to be impracticable as the counterparty is a related party, there is no stated maturity date, and no similar financial instruments are available to provide a comparable analysis. (d) Accounts Receivable

Accounts receivable are stated net of allowances for doubtful accounts of $7,474 and $9,166 at December 31, 2005 and 2004, respectively. Management develops its estimate of this allowance based on the Company‟s historical experience with specific customers, its understanding of the Company‟s current economic circumstances, and its own judgment as to the likelihood of ultimate payment. Management also considers the Company‟s collection experience with the balance of its receivables portfolio and makes estimates regarding collectibility based on trends of aging. Bad debt expense is reflected as a component of selling, general and administrative expenses in the consolidated statements of income and represents accounts receivable that are deemed uncollectible by the Company‟s management, net of amounts recovered during the period that were previously deemed uncollectible and changes in management‟s estimates related to the collectibility of accounts receivable. (e) Inventory

Inventory consists of equipment, merchandise, parts and other. Equipment is stated at the lower of cost or market, with cost determined by specific-identification. Merchandise, parts and other are accounted for using the weighted average cost method, and are also stated at the lower of cost or market.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

(f)

Rental Fleet

Rental equipment is recorded at cost and depreciated over the estimated useful lives of the equipment using the straight-line method. The range of estimated lives for rental equipment is one to ten years. Rental equipment is depreciated to a salvage value of zero to ten percent of cost. Ordinary repair and maintenance costs are charged to operations as incurred. When rental fleet is disposed of, the related cost and accumulated depreciation are removed from their respective accounts, and any gains or losses are included in results of operations. The Company has factory-authorized arrangements for the refurbishment of equipment. The Company continues to record depreciation expense while the equipment is out on refurbishment. The cost of refurbishment is added to the existing net book value of the asset. The combined cost is depreciated over 48 months. The total net book value of the equipment and the total refurbishment cost following completion of the refurbishment may not exceed the equipment‟s current fair value. (g) Property and Equipment

Property and equipment is recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets ranging from three to thirty years. Leasehold improvements are amortized over the life of the lease or life of the asset, whichever is shorter. Maintenance and repair costs are charged to operations as incurred. Expenditures that increase productivity or extend the life of an asset are capitalized. Upon disposal, the related cost and accumulated depreciation are removed from their respective accounts, and any gains or losses are included in results of operations. (h) Impairment of Long Lived Assets

In accordance with SFAS No. 144, Accounting for Impairment of Long-Lived Assets , long lived assets, such as property, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. Goodwill and intangible assets that have indefinite useful lives are tested annually for impairment in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets , and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset‟s fair value. For goodwill, the impairment determination is made at the reporting unit level and consists of two steps. First, the Company determines the fair value of a reporting unit and compares it to its carrying amount. Second, if the carrying

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit‟s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with FASB Statement No. 141, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. (i) Accumulated Other Comprehensive Income

The Company reports accumulated other comprehensive income in the statement of stockholders‟ equity in accordance with SFAS No. 130, Reporting Comprehensive Income. Accumulated other comprehensive income consists solely of accumulated foreign currency translation adjustments. (j) Revenue Recognition

The Company rents equipment primarily to the nonresidential construction, industrial and residential markets. The Company records unbilled revenue for revenues earned each reporting period which have not yet been billed to the customer. Rental contract terms may be daily, weekly, or monthly and may extend across financial reporting periods. Rental revenue is recognized over the applicable rental period. The Company recognizes revenue on merchandise sales when products are shipped, title passes to the customer, the customer takes ownership, assumes risk of loss, and collectibility is reasonably assured. There are no rights of return or warranties offered on product sales. The Company recognizes both net and gross re-rent revenue. The Company has entered into alliance agreements with certain suppliers whereby the Company will rent equipment from the supplier and subsequently re-rent such equipment to a customer. Under the alliance agreements, the collection risk from the end user is passed to the original supplier and revenue is presented on a net basis under the provisions of Emerging Issues Task Force (EITF) No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. When no alliance agreement exists, rerent revenue is presented on a gross basis. ( Reserves for Claims k) The Company is exposed to various claims relating to the business. These may include claims relating to (i) personal injury or death caused by equipment rented or sold, (ii) motor vehicle accidents involving sales, delivery and service personnel and (iii) employment related claims. The Company establishes reserves for reported claims that are asserted and for claims that are believed to have been incurred but not yet reported. These reserves reflect an estimate of the amounts that the Company will be required to pay in connection with these claims. The estimate of reserves is based upon assumptions relating to the probability of losses and historical settlement experience. These estimates may change based on, among other events, changes in claims history or receipt of additional information relevant to assessing the claims. Furthermore, these estimates may prove to be inaccurate due to factors such as adverse judicial determinations or settlements at higher than estimated amounts. Accordingly, the Company may be required to increase or decrease the reserves.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

(l)

Income Taxes

The Company‟s income taxes as presented herein are calculated on a separate tax return basis, although historically, the Company was included in the consolidated tax return of RSC Holdings. RSC Holdings managed its tax position for the benefit of its entire portfolio of businesses, and its tax strategies were not necessarily reflective of the tax strategies that the Company would have followed or does follow as a stand-alone Company. Income taxes are accounted for under SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109 deferred income taxes reflect the tax consequences of differences between the financial statement carrying amounts and the respective tax bases of assets and liabilities and operating loss and tax credit carryforwards. A valuation allowance is provided for deferred tax assets when realization of such assets is not considered to be more likely than not. Adjustments to the deferred income tax valuation allowance are made periodically based on management‟s assessment of the recoverability of the related assets. Provisions for deferred income taxes are recorded to the extent of withholding taxes and incremental taxes, if any, that arise from repatriation of dividends from those foreign subsidiaries where local earnings are not permanently reinvested. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. (m) Marketing and Advertising costs

The Company advertises primarily through trade publications and yellow pages. These costs are charged in the period incurred. Marketing and advertising costs are included in selling, general and administrative expenses in the accompanying consolidated statements of income. Marketing and advertising expense, net of cooperative advertising ($457, $0, and $0 in 2005, 2004, and 2003), was $10,239, $5,991, and $7,736 for the years ended December 31, 2005, 2004, and 2003, respectively. (n) Consideration Received from Vendors

The Company receives money from suppliers for various programs, primarily volume incentives and advertising. Allowances for advertising to promote a vendor‟s products or services which meet the criteria in EITF No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor are offset against advertising costs in the period in which the Company recognizes the incremental advertising cost. In situations when vendor consideration does not meet the criteria in EITF No. 02-16 to be offset against advertising costs, the Company considers the consideration to be a reduction in the purchase price of fleet acquired. Volume incentives are deferred and amortized as an offset to depreciation expense over 36 months, which approximates the average period of ownership of the fleet purchased from vendors who provide the Company with rebates and other incentives.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

(o)

Share Appreciation Rights Plan

The Company applies the intrinsic value based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees , and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25 , to account for share appreciation rights issued by ACAB to selected key Company employees. (p) Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash and accounts receivable. The Company maintains cash with high quality financial institutions. Concentration of credit risk with respect to accounts receivable is limited because the Company‟s customer base is large and geographically diverse. The Company controls credit risk through credit approvals, credit limits, and monitoring procedures. (q) New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment , which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. This Statement is a revision to Statement 123 and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees , and its related implementation guidance. This Statement will require measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock options. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company will adopt this Statement on January 1, 2006 under the modified prospective method of application. Under that method, the Company will recognize compensation costs for new grants of share-based awards, awards modified after the effect date, and the remaining portion of the fair value of the unvested awards at the adoption date. The Company does not anticipate that the adoption of Statement 123R will have a material effect on its financial position or results of operations. In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections , a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 requires retrospective application to prior periods‟ financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. SFAS No. 154 further requires a change in depreciation, amortization or depletion method for long-lived, nonfinancial assets to be accounted for as a change in accounting estimate affected by a change in accounting principle. Unless adopted early, SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect the adoption of SFAS No. 154 to have an impact on its financial position or results of operations.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

FASB Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations , was issued by the FASB in March 2005. FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability‟s fair value can be reasonably estimated. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The adoption of FIN 47 did not have an impact on the Company‟s financial position or results of operations. In June 2005, the EITF reached a consensus on EITF Issue No. 05-6, Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination. EITF No. 05-6 requires that leasehold improvements acquired in a business combination be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 further requires that leasehold improvements that are placed into service significantly after, and not contemplated at or near the beginning of the lease term, shall be amortized over the shorter of the useful life of the assets or a term that includes the required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 is effective prospectively for leasehold improvements purchased or acquired in periods beginning after June 29, 2005. The Company‟s implementation of the guidance in EITF No. 05-6 did not have an effect on its financial condition or results of operations in 2005 and is not expected to have a material effect on its financial condition or results of operations in 2006 and beyond. In October 2005, the FASB issued FASB Staff Position FAS 13-1, Accounting for Rental Costs Incurred during a Construction Period (FSP FAS 13-1). FSP FAS 13-1 requires rental costs associated with building or ground leases incurred during a construction period to be recognized as rental expense and is effective for the first reporting period beginning after December 15, 2005. In addition, FSP FAS 13-1 requires lessees to cease capitalizing rental costs as of December 15, 2005 for operating lease agreements entered into prior to December 15, 2005. Early adoption is permitted. The Company does not capitalize rental costs from its operating lease agreements. The Company does not expect the adoption of FSP FAS 13-1 to have an impact on its financial position or results of operations. (3) Accounts Receivable Accounts receivable consist of the following:
December 31 2005 2004

Trade receivables Receivables from affiliates Other receivables Less allowance for doubtful accounts Accounts receivable, net

$ 244,732 3,283 5,065 (7,474 ) $ 245,606

$ 213,830 4,517 3,549 (9,166 ) $ 212,730

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

The following table summarizes activity for allowance for doubtful accounts:
December 31 2004

2005

2003

Beginning balance at January 1, Provision for bad debt Charge offs, net Ending balance at December 31,

$

9,166 5,395 (7,087 ) 7,474

$

7,006 9,249 (7,089 ) 9,166

$

9,778 10,393 (13,165 ) 7,006

$

$

$

(4) Rental Equipment Rental equipment consists of the following:
December 31 2005 2004

Rental equipment Less accumulated depreciation Rental equipment, net

$ 2,030,516 (609,971 ) $ 1,420,545

$ 1,766,664 (639,183 ) $ 1,127,481

(5) Property and Equipment Property and equipment consists of the following:
December 31 2005 2004

Leased equipment Buildings and leasehold improvements Furniture and fixtures Nonrental machinery and equipment Construction in progress Land and improvements Less accumulated depreciation and amortization Property and equipment, net

$

162,627 32,455 30,803 32,787 4,724 892 264,288 (132,798 )

$

139,252 32,357 32,378 40,843 1,724 1,292 247,846 (133,699 )

$

131,490

$

114,147

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

(6) Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following:
December 31 2005 2004

Accrued employee payroll and benefits Accrued taxes Reserve for claims Accrued incentive compensation Other Total

$

21,155 64,857 27,116 10,551 4,144

$ 18,825 41,935 24,646 7,400 5,630 $ 98,436

$ 127,823

(7) Debt Debt consists of the following:
December 31 2005 2004

Indebtedness due to affiliate Capitalized lease obligations Other Total

$ 1,147,946 98,782 101 $ 1,246,829

$ 1,199,507 77,668 130 $ 1,277,305

The Company‟s indebtedness to affiliate represents an estimate of remaining indebtedness associated with RSC Holdings‟ acquisition of the operations included in these financial statements, RSC‟s operational borrowings, and adjustments related to operations which will be retained by the Group. These consolidated financial statements reflect interest cost computed under historical borrowing arrangements between the Company and the affiliate. Except for the term loan, interest was charged using an average annual rate of LIBOR plus 1.50% for period priors to January 1, 2005 and using an average rate of prime plus 2.0% for the period subsequent to January 1, 2005. Accrued interest was added to the outstanding debt balance. The average interest rate for the outstanding borrowings, excluding the term loan, at December 31, 2005 and 2004 was 6.18% and 2.94%, respectively. The indebtedness to affiliate has no stated maturity date and no associated covenants. The Company had a $200 million fixed rate term loan (interest rate of 8.75%) which was repaid on August 31, 2004. Capital lease obligations consist of vehicle leases with periods expiring at various dates through 2013 at variable interest rates ranging from 2.60% to 7.25%. (8) Common and Preferred Stock

The Company has authorized 100,000 shares of no-par common stock. There are 88,339 shares of common stock issued and outstanding at December 31, 2005 and 2004.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

The Company has authorized 50,000 shares of preferred stock. There are no preferred shares issued and outstanding at December 31, 2005 and 2004. RSC has authorized 200 shares of Series A preferred stock, of which 154 shares of Series A preferred stock are issued and outstanding with an affiliate at both December 31, 2005 and 2004. Solely as it relates to equity issued by RSC, the Series A preferred stock ranks senior to other classes of capital stock. Holders of the Series A preferred stock are entitled to receive dividends, when declared by the Board and prior to the payment of any dividends to holders of other classes of RSC capital stock. For dividend payment dates occurring on or before September 3, 2008, the per-share dividend is calculated as the product of (a) a 4.57% annual interest rate and (b) the issue price of such shares. For dividend payment dates occurring after September 3, 2008, the per-share dividend is calculated as the product of (a) the six-month LIBOR plus 1.25% and (b) the issue price of such shares. Dividends may be declared and paid on a biannual basis; however, dividends are cumulative and accrue whether or not declared. Interest on unpaid dividends accrues at a fixed rate of 5.57% annual rate. In the event of liquidation, dissolution or winding up of the RSC, but not a sale of RSC, the preferred stock has liquidation preferences equal to the issue price and all accrued and unpaid dividends. Holders of the Series A preferred stock are entitled to one vote for each share on all questions presented to holders of RSC‟s voting capital stock. There are no mandatory or optional conversion features into any other class of capital stock or debt obligation at the RSC or RSC Holdings level. Holders of the Series A preferred stock have no right to cause mandatory or optional redemption. RSC Holdings has guaranteed the payment of dividends in the event RSC is financially unable to do so. (9) Income Taxes The components of the provision for income taxes are as follows:
Year Ended December 31 2004

2005

2003

Domestic federal: Current Deferred Domestic state: Current Deferred Total domestic Foreign federal: Current Deferred Total foreign

$

9,899 72,150 82,049 8,784 (1,275 ) 89,558 2,705 1,337 4,042

$

5,522 50,064 55,586 1,150 8,376 65,112 198 1,407 1,605

$

9,067 13,035 22,102 — 3,219 25,321 — 1,116 1,116

$ 93,600

$ 66,717

$ 26,437

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Table of Contents

RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

The Company‟s operating results have been previously included in RSC Holdings‟ consolidated U.S. federal and state income tax returns. The provision for income taxes in these financial statements have been determined on a separate return basis. The Company was required to assess its deferred tax assets and the need for a valuation allowance on a separate return basis, and exclude from the assessment the utilization of all or a portion of those losses by the Company under the separate return method. This assessment required judgment on the part of management with respect to benefits that could be realized from future income, as well as other positive and negative factors. A reconciliation of the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 35% to income before provision for income taxes is as follows:
Year Ended December 31 2004

2005

2003

Computed tax at statutory tax rate Permanent items State income taxes, net of federal tax benefit Difference between fed statutory and foreign tax rate Change in valuation allowance Other Provision for income taxes

$ 90,229 (4,938 ) 4,881 (61 ) (1,486 ) 4,975 $ 93,600

$ 62,193 (4,938 ) 6,192 (46 ) — 3,316 $ 66,717

$ 25,320 (1,341 ) 2,093 262 (3,250 ) 3,353 $ 26,437

The Company‟s investment in its foreign subsidiary is permanently invested abroad and will not be repatriated to the U.S. in the foreseeable future. In accordance with APB Opinion No. 23, Accounting for Income Taxes—Special Areas , because those earnings are considered to be indefinitely reinvested, no U.S. federal or state deferred income taxes have been provided thereon. Total undistributed earnings at December 31, 2005 and 2004 were $19,826 and $16,028, respectively. Upon distribution of those earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the foreign country.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2005 and 2004 are presented below:
2005 2004

Deferred tax assets: Accruals Net operating loss carryforwards Alternative minimum tax credit carryforwards Total gross deferred tax assets Less valuation allowance Net deferred tax assets Deferred tax liabilities: Intangibles Capitalized leases Property and equipment Total gross deferred liabilities Net deferred tax liability

$

14,953 — 13,006 27,959 — 27,959 18,030 2,216 252,929 273,175

$

18,611 86,494 8,011 113,116 (1,486 ) 111,630 8,286 — 276,188 284,474

$ 245,216

$ 172,844

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The reduction in the deferred tax valuation allowance in 2005 related to management‟s belief that it was more likely than not that alternative minimum tax credit carryforwards would be realized based on projected future taxable income. (10) Commitments, Contingencies, and Guarantees At December 31, 2005, the Company had total available irrevocable letters of credit facilities of $167,208, of which $152,890 were outstanding. Such irrevocable commercial and standby letters of credit facilities support various agreements, leases, and insurance policies. The total outstanding letters of credit include amounts with various suppliers that guarantee payment of rental equipment purchases upon reaching the specified payment date (normally 180 day terms). Due to the large number of locations in which the Company does business, the Company normally has seven to ten sales tax or property tax audits in process at the end of each year.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

Based upon historical experience and any known issues, the Company records and carries an accrual for estimated costs resulting from such audits. (11) Leases Included in property and equipment in the consolidated balance sheets are the following assets held under capital leases:
December 31 2005 2004

Leased equipment Less accumulated depreciation and amortization Leased equipment, net

$ 162,627 (73,388 ) $ 89,239

$ 139,252 (71,006 ) $ 68,246

Capital lease obligations consist of vehicle leases with periods expiring at various dates through 2013 at variable interest rates. Capital lease obligations amounted to $98,782 and $77,668 at December 31, 2005, and 2004, respectively. The Company also rents equipment, real estate and certain office equipment under operating leases. Certain real estate leases require the Company to pay maintenance, insurance, taxes and certain other expenses in addition to the stated rentals. Lease expense charged to operations under operating leases amounted to $35,006, $34,306, and $36,162 for the years ended December 31, 2005, 2004, and 2003, net of sublease income ($659, $1,018, and $1,052 in 2005, 2004, and 2003), respectively. Future minimum lease payments, by year and in the aggregate, for noncancelable capital and operating leases with initial or remaining terms of one year or more are as follows at December 31, 2005:
Capital Leases Operating Leases

2006 2007 2008 2009 2010 Thereafter Total minimum lease payments Less amount representing interest (at rates ranging for 2.6% to 7.25%) Capital lease obligations

$

29,195 26,583 22,967 18,355 12,812 15,231

$

34,254 30,030 22,308 15,905 9,288 6,832

$ 125,143 (26,361 ) $ 98,782

$ 118,617

In 2002 and 2001, the Company completed a number of real estate sale-leaseback transactions with unrelated third parties which resulted in deferred gains. For these transactions, the Company leased back the

real estate over a period of five to fifteen years. The resulting leases have been accounted for as operating leases. The deferred gains are being amortized over the

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

respective lease periods on a straight-line basis. Deferred gains recognized into income for the years ended December 31, 2005, 2004, and 2003 were $447, $447, and $542, respectively. The Company has a variety of real estate leases that contain rent escalation clauses . The Company records the related rental expense on a straight-line basis over the lease term and records the difference between the amount charged to expense and the rent paid as a deferred rent liability. The balance of the deferred rent liability amounted to $1,077 and $1,125 at December 31, 2005 and 2004, respectively. (12) Legal and Insurance Matters The Company is party to legal proceedings and potential claims arising in the ordinary course of its business. In the opinion of management, the Company has adequate legal defenses, reserves, and insurance coverage with respect to these matters so that the ultimate resolution will not have a material adverse effect on the Company‟s financial position, results of operations, or cash flows. The Company has recorded accrued liabilities of $27,116 and $24,646 at December 31, 2005 and 2004, respectively, to cover estimated costs arising from these pending claims and other potential unasserted claims. The Company records claims related to recoveries from third parties when such recoveries are certain of being collected. The Company has been named as a defendant in a number of product liability cases and silicosis claims. No reserve has been established in response to these cases as the outcomes are neither probable nor estimable. The number of silicosis claims originating during the years ended December 31, 2005, 2004, and 2003 were 162, 122, and 121, respectively. (13) Environmental Matters The Company is subject to various laws and related regulations governing environmental matters. Under such laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in, or emanating from, such property, as well as investigation of property damage. The Company incurs ongoing expenses and records applicable accruals associated with the removal of underground storage tanks and the performance of appropriate remediation at certain of its locations. The Company believes that such removal and remediation will not have a material adverse effect on the Company‟s financial position, results of operations, or cash flows. (14) Affiliated Company Transactions The Company sells merchandise and purchases goods to/from affiliates. Sales to affiliated companies of $177, $151, and $135 in 2005, 2004, and 2003, respectively, are included in revenues in the accompanying consolidated statements of income. Inventory purchases from affiliated companies were $50,506, $31,474, and $21,954 in 2005, 2004, and 2003, respectively. Affiliated payables were $6,439 and $5,412 at December 31, 2005 and 2004, respectively. (15) Employee Benefit Plans The Company currently sponsors a defined contribution 401(k) plan that is subject to the provisions of ERISA. The Company also sponsors a defined contribution pension plan for the

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

benefit of full-time employees of its Canadian subsidiary. Under these plans, the Company matches a percentage of the participants‟ contributions up to a specified amount. Company contributions to the plans were $3,938, $3,660, and $3,276 for the years ended December 31, 2005, 2004, and 2003, respectively. The Company sponsors a deferred compensation plan whereby amounts earned and contributed by an employee are invested and held in a Company created “rabbi trust”. Rabbi trusts are employee directed and administered by a third party. As the assets of the trust are available to satisfy the claims of general creditors in the event of Company bankruptcy, under EITF No. 97-14, Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested , the amounts held in the trust are accounted for as an investment and a corresponding deferred liability in the accompanying consolidated balance sheets and amounted to $2,111 and $1,750 at December 31, 2005 and 2004, respectively. The Company has no defined benefit pension plans for its employees or management. (16) Employee Share Appreciation Rights The Company has a liability for key employee share appreciation rights (SARS). Rights do not entitle the holder to acquire shares, but only to receive the difference between the price of ACAB‟s A-share at exercise and the price determined at the grant date. SARS were offered each year from 2000 to 2003. No SARS were granted in 2004 or 2005. SARS were formally granted and issued by ACAB, have a term of 6 years from the grant date and vest at rates of one-third per year at each anniversary of the grant date. Unvested rights expire at termination of employment, while vested rights are exercisable within one month (grant year 2000 and 2001) or three months (grant year 2002 and 2003) after termination of employment (12 months in case of retirement). SARS have been granted free of charge as part of certain compensation packages and are not transferable. The exercise price/grant price is equal to 110% of the average share price during a limited period before the grant date. There are no other performance conditions required to earn the award. SARS are subject to variable accounting under the provisions of APB Opinion No. 25 as interpreted by FASB Interpretation No. 28 (FIN 28), Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans, an interpretation of APB Opinions No. 15 and 25. At December 31, 2003, there were 1,011,366 SARS outstanding, with 379,256 issued, 29,386 exercised and 8,820 forfeited during the year. At December 31, 2004, there were 564,549 SARS outstanding, with none issued, 364,505 exercised and 82,312 forfeited during the year. At December 31, 2005, there were 280,971 SARS outstanding, with none issued, 242,427 exercised and 41,151 forfeited during the year. The average exercise price for SARS for 2005, 2004, and 2003 was $16, $13, and $12, respectively. SARS expense, net of taxes for 2005, 2004, and 2003 was $2,000, $851, and $281, respectively. SARS compensation liability at December 31, 2005 and 2004 was $3,557 and $1,323, respectively, and is included in accrued expenses and other liabilities in the consolidated balance sheets.

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RSC HOLDINGS INC. (formerly known as Atlas Copco North America Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) December 31, 2005, 2004, and 2003 (Amounts in thousands, except share amounts)

The cash payments to employees upon exercise of the SARS are reimbursed by ACAB and, accordingly, are reflected as capital contributions in the accompanying consolidated statement of stockholders‟ equity. (17) Business Segment and Geographic Information SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information , requires companies to provide certain information about their operating segments. Based on information monitored by the Company‟s operating decision makers, the Company has concluded that its business operates within one reportable segment. The Company operates in the United States and Canada. Revenues are attributable to countries based on the location of the customers. The information presented below shows geographic information relating to revenues from external customers for the years ended December 31, 2005, 2004, and 2003:
Year Ended December 31 2004

2005

2003

Revenues from external customers: Domestic Foreign Total

$ 1,411,517 49,240 $ 1,460,757

$ 1,295,624 33,099 $ 1,328,723

$ 1,190,451 27,550 $ 1,218,001

The information presented below shows geographic information relating to rental equipment, property and equipment, and goodwill at December 31, 2005 and 2004:
December 31 2005 2004

Rental equipment, net Domestic Foreign Total Property and equipment, net Domestic Foreign Total Goodwill Domestic Foreign Total

$ 1,367,382 53,163 1,420,545

$ 1,091,321 36,160 1,127,481

127,709 3,781 131,490

110,852 3,295 114,147

925,621 — $ 925,621 $

925,621 — 925,621

F-41

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in the prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Through and including , 2007 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

TABLE OF CONTENTS

Pag e

Summary Risk Factors Cautionary Note Regarding Forward-Looking Statements Market and Industry Data Recent Transactions Use of Proceeds Dividend Policy Capitalization Dilution Unaudited Pro Forma Condensed Consolidated Financial Statements Selected Historical Consolidated Financial Data Management‟s Discussion and Analysis of Financial Condition and Results of Operations Industry Overview Business Management Security Ownership of Certain Beneficial Owners and Management Certain Relationships and Related Party Transactions Description of Certain Indebtedness Description of Capital Stock Shares Eligible for Future Sale Certain U.S. Federal Income Tax Considerations Underwriting Legal Matters Experts Where You Can Find Additional Information Index to Financial Statements

1 13 29 30 31 34 35 36 37 38 43 47 65 66 79 94 97 99 106 110 112 115 119 119 119 F-1

PROSPECTUS

Shares

RSC HOLDINGS INC.

Deutsche Bank Securities Morgan Stanley Lehman Brothers

, 2007

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PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated fees and expenses (except for the Securities and Exchange Commission registration fee, the National Association of Securities Dealers, Inc. filing fee and the NYSE, Inc. listing fee) payable by the registrant in connection with the registration of the common stock: Securities and Exchange Commission registration fee National Association of Securities Dealers, Inc. filing fee NYSE listing fee Printing and engraving costs Legal fees and expenses Accountants‟ fees and expenses Blue sky qualification fees and expenses Transfer agent fees Miscellaneous Total $ 32,100 $ 30,500 $ * $ * $ * $ * $ * $ * $ * $ *

* To be furnished by amendment. Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys‟ fees)), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney‟s fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

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RSC Holdings‟ By-Laws authorize the indemnification of officers and directors of the corporation consistent with Section 145 of the Delaware Corporation Law, as amended. RSC Holdings expects to enter into indemnification agreements with its directors and officers prior to completion of this offering providing the directors and officers contractual rights to indemnification, and expense advance and reimbursement, to the fullest extent permitted under the Delaware Corporation Law. Item 15. Recent Sale of Unregistered Securities

On or around November 17, 2006, RSC Holdings Inc. offered certain of its officers, or trusts of which its officers were beneficiaries, the opportunity to purchase up to 26,366.30 shares of RSC Holdings common stock for an aggregate offering price of up to approximately $6,440,000. The officers and trusts purchased all 26,366.30 shares that were offered for a total purchase price of approximately $6,440,000. The purchases of the shares closed as of December 4, 2006 and December 19, 2006. As of the closings of their respective purchases, the officers were granted options to purchase up to, in the aggregate, 117,428.09 additional shares of RSC Holdings common stock in the future. The options are subject to vesting as well: one third of the options will vest over a five-year time period, subject to the officer‟s continued employment with RSC Holdings or its subsidiaries, and two thirds of the options will vest, or fail to vest, based on RSC Holdings‟ financial performance. All options have an exercise price of $244.25. The shares were offered and sold and the options were granted under an exemption from registration provided by Rule 701 under the Securities Act and available exemptions under state law. Item 16. Exhibits The following exhibits are included as exhibits to this Registration Statement.
Exhibit No. Description of Exhibit

Exhibits and Financial Statement Schedules

1 .1* 2 .1

3 .1* 3 .2* 4 .1 4 .2

4 .3

4 .4

Form of Underwriting Agreement Recapitalization Agreement, dated as of October 6, 2006, by and among by and among Atlas Copco AB, Atlas Copco Finance S.à.r.l., Atlas Copco North America Inc., RSC Acquisition LLC, RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC Form of Amended and Restated Certificate of Incorporation of RSC Holdings Inc. Form of Amended and Restated By-Laws of RSC Holdings Inc. Indenture, dated as of November 27, 2006, by and among Rental Service Corporation, RSC Holdings III, LLC and Wells Fargo Bank, National Association Registration Rights Agreement, dated November 27, 2006, by and among Rental Service Corporation, RSC Holdings III, LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and GE Capital Markets, Inc. Second Lien Term Loan Credit Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, Deutsche Bank AG, New York Branch, Citicorp North America, Inc., GE Capital markets, Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and General Electric Capital Corporation Credit Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, Rental Service Corporation of Canada Ltd., Deutsche Bank AG, New York Branch, Deutsche Bank AG, Canada Branch, Citicorp North America, Inc., Bank of America, N.A., LaSalle Business Credit, LLC and Wachovia Capital Finance Corporation (Western)

II-2

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Exhibit No.

Description of Exhibit

4 .5

4 .6 4 .7

4 .8

4 .9* 4 .10* 5 .1* 10 .1 10 .2 10 .3 10 .4 10 .5

10 .6 21 .1 23 .1 23 .2* 24 .1

U.S. Guarantee and Collateral Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation and certain domestic subsidiaries of RSC Holdings III, LLC that may become party thereto from time to time, Deutsche Bank AG, New York Branch, as collateral agent and administrative agent Canadian Security Agreement, dated as of November 27, 2006, by and among Rental Service Corporation of Canada Ltd., Deutsche Bank AG, Canada Branch as Canadian collateral agent Guarantee and Collateral Agreement, dated as of November 27, 2006, by and between RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, and certain domestic subsidiaries of RSC Holdings III, LLC that may become party thereto from time to time and Deutsche Bank AG, New York Branch as collateral agent and administrative agent Intercreditor Agreement, dated as of November 27, 2006, by and among RSC Holdings, II, LLC, RSC Holdings III, LLC, Rental Service Corporation, each other grantor from time to time party thereto, Deutsche Bank AG, New York Branch as U.S. collateral agent under the first-lien loan documents and Deutsche Bank AG, New York Branch in its capacity as collateral agent under the second-lien loan documents Form of Amended and Restated Stockholders Agreement Form of Stock Certificate Opinion of Debevoise & Plimpton LLP Form of Atlas Copco North America Inc. (to be renamed RSC Holdings Inc.) Stock Incentive Plan Form of Employee Stock Option Agreements Form of Employee Stock Subscription Agreements Form of Employment Agreement for executive officers. Indemnification Agreement, dated as of November 27, 2006, by and among Atlas Copco North America Inc., Rental Service Corporation, RSC Acquisition LLC, RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP OO RSC, LLC, OHCP II RSC COI, LLC, Ripplewood Holdings L.L.C., Oak Hill Capital Management and Atlas Copco Finance S.à.r.l. Monitoring Agreement, dated as of November 27, 2006, by and among RSC Holdings Inc., Rental Service Corporation, Ripplewood Holdings L.L.C. and Oak Hill Capital Management, LLC List of subsidiaries Consent of KPMG LLP Consent of Debevoise & Plimpton LLP Power of Attorney

* To be filed by amendment. Schedules and exhibits not included above have been omitted because the information required has been included in the financial statements or notes thereto or are not applicable or not required. II-3

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Item 17.

Undertakings

The undersigned registrant hereby undertakes as follows: (1) The undersigned will provide to the underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. (2) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (3) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES Pursuant to the requirements of the Securities Act, RSC Holdings Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on February 12, 2007.

RSC HOLDINGS INC.

By:

/s/ Erik Olsson Name: Erik Olsson Title: Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date

/s/ Erik Olsson Erik Olsson /s/ Keith Sawottke Keith Sawottke /s/ Denis Nayden Denis Nayden /s/ Timothy Collins Timothy Collins /s/ Edward Dardani Edward Dardani /s/ Douglas Kaden Douglas Kaden /s/ Christopher Minnetian Christopher Minnetian /s/ John R. Monsky John R. Monsky /s/ Scott Spielvogel Scott Spielvogel /s/ Donald Wagner Donald Wagner /s/ Frederik Nijdam Frederik Nijdam *By: /s/ Erik Olsson Erik Olsson Attorney-in-Fact

Chief Executive Officer, President and Director (Principal Executive Officer) Chief Financial Officer (Principal Financial and Principal Accounting Officer) Chairman of the Board, Director,

February 12, 2007

February 12, 2007

February 12, 2007

Director

February 12, 2007

Director

February 12, 2007

Director

February 12, 2007

Director

February 12, 2007

Director

February 12, 2007

Director

February 12, 2007

Director

February 12, 2007

Director

February 12, 2007

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EXHIBIT INDEX

Exhibit No.

Description of Exhibit

1 .1* 2 .1

3 .1* 3 .2* 4 .1 4 .2

4 .3

4 .4

4 .5

4 .6 4 .7

4 .8

4 .9* 4 .10* 5 .1* 10 .1 10 .2 10 .3 10 .4

Form of Underwriting Agreement Recapitalization Agreement, dated as of October 6, 2006, by and among by and among Atlas Copco AB, Atlas Copco Finance S.à.r.l., Atlas Copco North America Inc., RSC Acquisition LLC, RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC Form of Amended and Restated Certificate of Incorporation of RSC Holdings Inc. Form of Amended and Restated By-Laws of RSC Holdings Inc. Indenture, dated as of November 27, 2006, by and among Rental Service Corporation, RSC Holdings III, LLC and Wells Fargo Bank, National Association Registration Rights Agreement, dated November 27, 2006, by and among Rental Service Corporation, RSC Holdings III, LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and GE Capital Markets, Inc. Second Lien Term Loan Credit Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, Deutsche Bank AG, New York Branch, Citicorp North America, Inc., GE Capital markets, Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and General Electric Capital Corporation Credit Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, Rental Service Corporation of Canada Ltd., Deutsche Bank AG, New York Branch, Deutsche Bank AG, Canada Branch, Citicorp North America, Inc., Bank of America, N.A., LaSalle Business Credit, LLC and Wachovia Capital Finance Corporation (Western) U.S. Guarantee and Collateral Agreement, dated as of November 27, 2006, by and among RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation and certain domestic subsidiaries of RSC Holdings III, LLC that may become party thereto from time to time, Deutsche Bank AG, New York Branch, as collateral agent and administrative agent Canadian Security Agreement, dated as of November 27, 2006, by and among Rental Service Corporation of Canada Ltd., Deutsche Bank AG, Canada Branch as Canadian collateral agent Guarantee and Collateral Agreement, dated as of November 27, 2006, by and between RSC Holdings II, LLC, RSC Holdings III, LLC, Rental Service Corporation, and certain domestic subsidiaries of RSC Holdings III, LLC that may become party thereto from time to time and Deutsche Bank AG, New York Branch as collateral agent and administrative agent Intercreditor Agreement, dated as of November 27, 2006, by and among RSC Holdings, II, LLC, RSC Holdings III, LLC, Rental Service Corporation, each other grantor from time to time party thereto, Deutsche Bank AG, New York Branch as U.S. collateral agent under the first-lien loan documents and Deutsche Bank AG, New York Branch in its capacity as collateral agent under the second-lien loan documents Form of Amended and Restated Stockholders Agreement Form of Stock Certificate Opinion of Debevoise & Plimpton LLP Form of Atlas Copco North America Inc. (to be renamed RSC Holdings Inc.) Stock Incentive Plan Employee Stock Option Agreements Employee Stock Subscription Agreements Form of Employment Agreement for executive officers.

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Exhibit No.

Description of Exhibit

10 .5

10 .6 21 .1 23 .1 23 .2* 24 .1

Indemnification Agreement, dated as of November 27, 2006, by and among Atlas Copco North America Inc., Rental Service Corporation, RSC Acquisition LLC, RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP OO RSC, LLC, OHCP II RSC COI, LLC, Ripplewood Holdings L.L.C., Oak Hill Capital Management and Atlas Copco Finance S.à.r.l. Monitoring Agreement, dated as of November 27, 2006, by and among RSC Holdings Inc., Rental Service Corporation, Ripplewood Holdings L.L.C. and Oak Hill Capital Management, LLC List of subsidiaries Consent of KPMG LLP Consent of Debevoise & Plimpton LLP Power of Attorney

* To be filed by amendment.

Exhibit 2.1 EXECUTION COPY

RECAPITALIZATION AGREEMENT among ATLAS COPCO AB, and ATLAS COPCO FINANCE S.A.R.L., as the Sellers, RSC ACQUISITION LLC, RSC ACQUISITION II LLC, OHCP II RSC, LLC, OHCMP II RSC, LLC, and OHCP II RSC COI, LLC, as the Investors, and ATLAS COPCO NORTH AMERICA INC., dated as of October 6, 2006

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PAGE ----

ARTICLE 1 DEFINITIONS 1.1 Definitions........................................................ ARTICLE 2 SALE AND PURCHASE OF SHARES 2.1 2.2 2.3 2.4 2.5 2.6 Sale and Purchase of the Repurchased Shares........................ Sale and Purchase of the Reissued Shares........................... Pre-Closing Matters................................................ Purchase Prices and Payments....................................... Post-Closing Purchase Price Adjustment............................. Withholding........................................................ ARTICLE 3 CLOSING AND TERMINATION 3.1 3.2 3.3 3.4 3.5 Closing............................................................ Closing and Post-Closing Deliveries................................ Termination........................................................ Effect of Termination.............................................. Limitation of Liability; Liquidated Damages........................ ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLERS WITH RESPECT TO THE COMPANY AND THE SUBSIDIARIES 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 Organization and Authority of the Company and the Subsidiaries..... Ability to Carry Out the Agreement................................. Capitalization of the Company and the Subsidiaries................. Financial Statements............................................... Absence of Certain Changes or Events............................... Real and Personal Property......................................... Litigation......................................................... Compliance with Law................................................ Contracts..........................................................

2

15 15 15 15 16 18

18 19 21 22 22

23 23 24 24 25 26 27 27 28

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Page ---29 29 31 33 34 35 35 36 36 36 37

4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 4.18 4.19 4.20

Brokers and Intermediaries......................................... Tax Matters........................................................ Employee Benefits.................................................. Intellectual Property.............................................. Environmental Matters.............................................. Labor Matters...................................................... Sufficiency of Assets.............................................. Insurance.......................................................... Suppliers.......................................................... Intercompany Accounts; Transactions with Affiliates................ Disclaimer of Other Representations and Warranties; Disclosure..... ARTICLE 5 FURTHER REPRESENTATIONS AND WARRANTIES OF THE SELLERS

5.1 5.2 5.3 5.4

Organization and Authority of the Sellers; Enforceability.......... Ability to Carry Out the Agreement................................. Litigation......................................................... Compliance with Laws............................................... ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

38 38 39 39

6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8

Organization and Authority of the Investors; Enforceability........ Ability to Carry Out the Agreement................................. Litigation......................................................... Compliance with Laws; Governmental Authorizations.................. Financial Resources................................................ Purchase of Reissued Shares, etc................................... No Brokers' or Other Fees.......................................... Disclaimer of Other Representations and Warranties................. ARTICLE 7

39 40 40 40 40 40 41 41

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Page ---41 42 44 47 51 58 59 60 61 61 62 62 63 63 63 63 64 64 66 67 68 68 68 68 68 69

CERTAIN COVENANTS AND AGREEMENTS OF THE SELLERS AND THE INVESTORS 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 7.11 7.12 7.13 7.14 7.15 7.16 7.17 7.18 7.19 7.20 7.21 7.22 7.23 7.24 7.25 7.26 Access and Information............................................. Conduct of Business................................................ Regulatory Filings and Consents.................................... Employee Matters; Labor Matters.................................... Tax Matters........................................................ Non-Competition; Non-Solicitation.................................. Use of Names....................................................... Credit and Performance Support Obligations......................... Further Assurances................................................. Cash-Free/Debt Free Transaction.................................... Interim Transfer................................................... Insurance.......................................................... Transfers of Certain Obligations................................... Notice of Certain Events........................................... No Solicitation.................................................... Subsequent Financial Statements and Reports........................ Intercompany Agreements............................................ Financing.......................................................... Seller Notes....................................................... Seller Equipment................................................... Intercompany Accounts.............................................. Prohibited Merger.................................................. Transaction Related Expenses....................................... Certain Assignments................................................ Holding Company.................................................... Transfer of Shares................................................. ARTICLE 8 CONDITIONS PRECEDENT OF THE SELLERS 8.1 Representations and Warranties.....................................

69

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Page ---69 69 69 69 69 69 69

8.2 8.3 8.4 8.5 8.6 8.7 8.8

Performance........................................................ Officer's Certificate.............................................. Regulatory Approvals............................................... Injunctions........................................................ Interim Transfer................................................... Stockholders Agreement............................................. Financing.......................................................... ARTICLE 9 CONDITIONS PRECEDENT OF THE INVESTORS

9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10

Representations and Warranties..................................... Performance........................................................ Officer's Certificate.............................................. Regulatory Approvals............................................... Injunctions........................................................ Interim Transfer................................................... No Material Adverse Effect......................................... Consents........................................................... Financing.......................................................... Stockholders Agreement............................................. ARTICLE 10 INDEMNIFICATION

70 70 70 70 70 70 70 70 71 71

10.1

Indemnification.................................................... ARTICLE 11 MISCELLANEOUS

71

11.1 11.2 11.3 11.4 11.5

Fees and Expenses.................................................. Governing Law...................................................... Projections........................................................ Materiality........................................................ Amendment..........................................................

77 77 77 77 77

iv

Table of Contents
Page ---77 78 78 80 80 81 81 81 81 81 82 82

11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13 11.14 11.15 11.16 11.17

Waiver............................................................. No Assignment...................................................... Notices............................................................ Complete Agreement................................................. Counterparts....................................................... Publicity.......................................................... Headings........................................................... Severability....................................................... Third Parties...................................................... Consent to Jurisdiction; Waiver of Jury Trial...................... Enforcement of Agreement........................................... Investors' Representatives.........................................

v

TABLE OF ATTACHMENTS
Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule 1.1(a) 1.1(b) 1.1(c) 2.2 2.4 4.2 4.3 4.4(a) 4.4(b) 4.4(c) 4.5 4.6(a) 4.6(b) 4.7 4.8(a) 4.8(b) 4.9(a) 4.9(b) 4.11 4.12(a) 4.12(c) 4.12(d) 4.12(e) 4.12(g) 4.13(a) 4.13(b) 4.13(c) 4.13(e) 4.14 4.15 4.16 4.17(A) 4.17(B) 4.18 4.19(a) 4.19(b) 7.2 7.4(f)(A) 7.4(f)(B) 7.5(i) 7.6(b) 7.8(a) 7.8(b) 7.10 7.11 Included Capitalized Lease Obligations Prime Energy Equipment Retained Employees Reissued Share Amounts Reissued Share Purchase Prices Sellers Consents Jurisdiction and Capitalization of Company Financial Statements Certain Charges and Credits Disclosed Liabilities Material Changes Leased Real Property Owned Real Property Litigation Non-Compliance Governmental Authorizations Material Contracts Material Defaults Tax Matters Employee Benefit Plans Determination Letters Multiemployer Plans Liabilities in respect of Employee Benefit Continuing Insurance Obligations Owned Intellectual Property Shared Intellectual Property Agreements Intellectual Property Infringement Transferred Intellectual Property Environmental Matters Labor Matters Sufficiency of Assets Insurance Disputed Insurance Claims Suppliers Intercompany Accounts Transactions with Affiliates Pre-Closing Conduct of Business Employment Agreements Retained Benefit Agreements Excluded Agreements Certain Personnel Credit and Performance Support Obligations Credit and Performance Support Obligations Certain Indebtedness Retained Contracts

and Subsidiaries

Plans

(extinguished) (continuing)

i

Schedule Schedule Schedule Schedule Schedule Exhibit Exhibit Exhibit Exhibit Exhibit

7.13 7.17A 7.17B 8.4 9.8 A B C D E

Transferred Obligations Intercompany Liabilities Intercompany Receivables Regulatory Approvals Consents Form of Seller Note Form of Transition Services Agreement Forms of Licenses to Use Office Space Form of Stockholders Agreement Form of Indemnification Agreement

ii

RECAPITALIZATION AGREEMENT dated as of October 6, 2006 (herein, together with the Exhibits and the Schedules attached hereto, referred to as the "Agreement") among ATLAS COPCO AB, a company organized under the laws of Sweden ("ACAB"), ATLAS COPCO FINANCE S.A.R.L., a company organized under the laws of Luxembourg (the "Seller Stockholder", and together with ACAB, the "Sellers"), ATLAS COPCO NORTH AMERICA INC., a Delaware corporation (the "Company"), RSC ACQUISITION LLC, a Delaware limited liability company ("Ripplewood 1"), RSC ACQUISITION II LLC, a Delaware limited liability company ("Ripplewood 2" and, together with Ripplewood 1, the "Ripplewood Parties"), OHCP II RSC, LLC, a Delaware limited liability company ("Oak Hill 1"), OHCMP II RSC, LLC, a Delaware limited liability company ("Oak Hill 2"), and OHCP II RSC COI, LLC, a Delaware limited liability company ("Oak Hill 3" and, together with Oak Hill 1 and Oak Hill 2, the "Oak Hill Parties", and together with the Ripplewood Parties and Oak Hill 1 and Oak Hill 2, the "Investors", and each of them an "Investor"). WITNESSETH: WHEREAS, ACAB and its Affiliates own the issued and outstanding shares of common stock of the Company (the "Shares"), as designated on Schedule 4.3, which constitutes all of the issued and outstanding capital stock of the Company; WHEREAS, as of the Closing Date, the Seller Stockholder will own all of the issued and outstanding Shares; WHEREAS, the Seller Stockholder desires to sell, and the Company desires to purchase, 84,859 Shares (the "Repurchased Shares") upon the terms and subject to the conditions set forth in this Agreement; WHEREAS, the Company desires to issue and sell, and the Investors desire to purchase, in the aggregate, 20,471 of the Repurchased Shares (the "Reissued Shares") upon the terms and subject to the conditions set forth in this Agreement; WHEREAS, after giving effect to the transactions contemplated in the foregoing recitals, the Investors shall own 85.47%, and the Seller Stockholder shall own 14.53%, of the total number of Shares outstanding immediately after the Closing; and WHEREAS, as of the Closing Date, the Company will have no employees and will own only all of the issued and outstanding membership interests of a certain Delaware limited liability company to be formed pursuant to Section 7.18(b) ("LLC1"), LLC1 will have no employees and will own only all of the issued and outstanding membership interests of a certain other Delaware limited liability company to be formed pursuant to Section 7.18(b) ("LLC2"), LLC2 will have no employees and will own only all of the issued and outstanding membership interests of a certain other Delaware limited liability company to be formed pursuant to Section 7.18(b) ("LLC3"), LLC3 will have no employees and will own only all of the issued and outstanding capital stock of Rental Service Corporation, an Arizona corporation ("RSC"), and RSC will own all of the issued and outstanding capital stock of Rental Service Corporation of Canada Ltd., a corporation existing under the laws of the province of Alberta ("RSC Canada").

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: "2006-2007 EBITDA" has the meaning set forth in Section 7.19(a) (Seller Notes). "2008 EBITDA" has the meaning set forth in Section 7.19(b) (Seller Notes). "AAA" means the American Arbitration Association. "ACAB" shall have the meaning set forth in the Preamble. "Accounting Principles" means the accounting principles, policies and procedures used to prepare the audited consolidated financial statements of the Business described in Section 4.4(a)(i) consistently applied to the extent not inconsistent with GAAP, as GAAP may have been modified or supplemented. "Acquired EBITDA" means, with respect to any fiscal year, so much of the Company's EBITDA during such fiscal year as is attributable to one or more Acquired Entities or Businesses. In determining the Acquired EBITDA attributable to any Acquired Entity or Business, no amount shall be deducted for general overhead expenses of the Company and its subsidiaries. "Acquired Entity or Business" means any group of business assets and properties, or any Person owning a group of business assets and properties, that (i) is or are acquired by the Company or any of its subsidiaries after the date hereof, and (ii) have generated EBITDA during the 12 months most recently ended at the date of acquisition in an amount in excess of $3,000,000. "Adjusted EBITDA" means, for any fiscal year, the Company's EBITDA for such fiscal year plus, (a) the amount of Disposed EBITDA with respect to such fiscal year, plus (b) to the extent deducted in determining the Company's Net Income for purposes of determining the Company's EBITDA and Adjusted EBITDA, (1) the amount of financial and other advisory, investment banking, management, monitoring, consulting and other service fees paid or accrued to the Sponsors in such fiscal year, including for the avoidance of doubt the aggregate $40 million fee referenced in the offering memorandum relating to the Financing Transactions under the caption Monitoring, Transaction and Indemnification Agreements, and (2) any amounts paid by the Company to the Sponsors pursuant to the Indemnification Agreement in connection with the Transactions (as defined in the Indemnification Agreement) and minus (c) Acquired EBITDA with respect to such fiscal year. For the avoidance of doubt, except as provided in 2

clause (b) above, general overhead expenses of the Company and its subsidiaries shall be deducted in determining Net Income for purposes of determining the Company's EBITDA and Adjusted EBITDA. "Affiliate" means, with respect to any Person, any other Person, from time to time, directly or indirectly controlling, controlled by, or under common control with such other Person; provided that in no event shall any "portfolio company" (as such term is customarily used among institutional investors) of any direct or indirect owner of any Investor be considered an Affiliate of any Investor or the Company or any of its subsidiaries or any stockholders for purposes of this Agreement. "Affiliate Transaction" shall have the meaning set forth in Section 4.19(b) (Intercompany Accounts; Transactions with Affiliates). "Aggregate Liability Limitation" shall have the meaning set forth in Section 3.5(b). "Agreement" shall have the meaning set forth in the Preamble. "Ancillary Agreements" shall have the meaning set forth in Section 3.2(c) (Closing and Post-Closing Deliveries). "Antitrust Division" shall have the meaning set forth in Section 7.3(a) (Regulatory Filings and Consents). "Applicable Rate" means, for any Seller Note, the lesser of (x) the Semiannual AFR Based Rate (as defined in the Seller Note) and (y) the Maximum Rate (as defined in the Seller Note), each as applicable to such Seller Note under the terms of such Seller Note. "Assets" shall have the meaning set forth in Section 4.6(c) (Real and Personal Property). "Audited Balance Sheet" shall have the meaning set forth in Section 4.4(c) (Financial Statements). "Audited Balance Sheet Date" means December 31, 2005. "Benchmark Capital" means $2,697,400,000. "Business" means the business of providing equipment rental services and ancillary equipment and merchandise sales and sales of used rental equipment in the United States and Canada as conducted by RSC and RSC Canada and their Affiliates, to the extent that the operations of such Affiliates are reflected in the audited consolidated financial statements described in Section 4.4(a)(i), as of the date of this Agreement (excluding the Prime Energy Division). "Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in The City of New York. 3

"Business Defined Contribution Plans" shall have the meaning set forth in Section 7.4(e)(i) (Employee Matters; Labor Matters). "Business Employee" shall mean any employee of a Subsidiary, excluding any Retained Employees. The term "Business Employees" shall include individuals that are actively employed as of the Closing Date as well as those who are absent from work as of the Closing Date by reason of vacation, injury, sick leave, short-term disability, long-term-disability or due to a statutory or other authorized leave of absence or military service. "Business Employee Flexible Account Plan" shall have the meaning set forth in Section 7.4(g)(i) (Employee Matters; Labor Matters). "Closing" shall have the meaning set forth in Section 3.1 (Closing). "Closing Capital" means the dollar amount of (a) total assets, other than any (i) cash or marketable securities, (ii) intercompany accounts receivable (except intercompany accounts receivable for the sale of equipment, merchandise or other goods), and (iii) Tax assets, less (b) total liabilities, other than any (i) Tax liabilities, (ii) intercompany accounts payable (except intercompany accounts payable for the purchase of equipment, merchandise or other goods), (iii) Debt and (iv) liabilities for fees and out of pocket expenses incurred in connection with the transactions contemplated by this Agreement that are in existence as of the Closing and that, under Section 7.23(b), are to be borne by the Company after the Closing. "Closing Date" shall have the meaning set forth in Section 3.1 (Closing). "Closing Payment" shall have the meaning set forth in Section 2.4(a) (Purchase Price and Payment).
"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. "Code" means the Internal Revenue Code of 1986, as amended.

"Commitment Letters" shall have the meaning set forth in Section 6.5 (Financial Resources). "Company" shall have the meaning set forth in the Preamble. "Company Cap" shall have the meaning set forth in Section 10.1(b). "Company Stock" means the common stock of the Company. "Confidentiality Agreements" means the Confidentiality Agreement, dated March 10, 2006, between ACAB and Ripplewood Holdings, L.L.C. and the Confidentiality Agreement, dated August 29, 2006, between ACAB and Oak Hill Capital Management, L.L.C. 4

"Consents" shall mean consents, waivers, approvals, authorizations, orders, decrees, licenses, permits, clearances, exemptions, registrations, filings, notices or the expiration or termination of any prescribed waiting period. "Control" (including the terms "controlled by" and "under common control with"), with respect to the relationship between or among two or more Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person. "Controlled Group Member" shall have the meaning set forth in Section 4.12(a) (Employee Benefits). "Covered Proceeding" shall have the meaning set forth in Section 7.5(d) (Tax Matters). "Credit Support Obligations" shall have the meaning set forth in Section 7.8(a) (Credit and Performance Support Obligations). "Damages Contribution Letters" means (i) the Damages Contribution Letter, dated as of the date hereof, between Ripplewood Partners II, L.P. and Ripplewood 1, the Sellers and the Company and (ii) the Damages Contribution Letter, dated as of the date hereof, between Oak Hill Capital Partners II, L.P., Oak Hill Capital Management Partners II, L.P., Oak Hill 1, the Sellers and the Company. "Debt" shall mean, in each case, including all interest accrued thereon, (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to purchased property, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transactions or currency hedging transactions, (v) obligations secured by liens other than Permitted Encumbrances on assets of the Company or a Subsidiary, whether or not such Company or Subsidiary is an obligor with respect to the underlying obligations, and (vi) guarantees of any such indebtedness of any other person; provided that, for the avoidance of doubt, the term "Debt" as defined hereby and used herein shall not include any accounts payable in respect of purchased rental equipment, whether or not any of such payables are on extended terms or supported by bankers acceptances or letters of credit, or other trade payables. "Disposed EBITDA" means, with respect to any fiscal year, the amount of the Company's EBITDA for such fiscal year deemed forgone (determined as described below) as a result of the disposition of one or more Disposed Entities or Businesses. Disposed EBITDA with respect to any fiscal year shall be the sum of the Disposed EBITDA for each Disposed Entity or Business for each month (or portion thereof) during such fiscal year after the date of disposition of such Disposed Entity or Business. The Disposed EBITDA for any Disposed Entity or Business for any month (or portion thereof) following the disposition of such Disposed Entity or Business shall be deemed to equal the amount contributed by such Disposed Entity or Business to the Company's EBITDA during the most recent same month (or portion thereof) during which 5

such Disposed Entity or Business was still owned by the Company. In determining the Disposed EBITDA attributable to any Disposed Entity or Business, no amount shall be deducted for general overhead expenses of the Company and its subsidiaries. "Disposed Entity or Business" means any group of business assets and properties, or any Person owning a group of business assets and properties, that (i) are sold or otherwise disposed of by the Company or any of its subsidiaries after the date hereof, and (ii) generated EBITDA during the 12 months most recently ended at the date of disposition in excess of $3,000,000. "Dispute Notice" shall have the meaning set forth in Section 2.5(c) (Post-Closing Purchase Price Adjustment). "EBITDA" means, for any period and for any Person (or any group of business assets and properties), the Net Income of such Person (or such group of business assets and properties) for such period plus, to the extent deducted in determining such Net Income, the sum of (i) consolidated net interest expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period and (iv) any effect on EBITDA of an adjustment to the net book value of the rental fleet as a result of the use of purchase accounting to account for the impact of the transactions contemplated by this Agreement on the book value of the Assets. "Employee Benefit Plans" shall have the meaning set forth in Section 4.12(a) (Employee Benefits). "Encumbrance" means, with respect to any property or asset, any lien, claim, mortgage, pledge, security interest or other encumbrance. "Environmental Claim" means any written notice, claim, demand, action, suit, complaint, request for information or proceeding by any Person alleging or investigating liability or potential liability (including liability or potential liability for investigatory costs, cleanup costs, corrective action costs, governmental response costs, natural resource damages, fines or penalties) under any Environmental Laws. "Environmental Laws" means any Law in effect at the date of this Agreement (or to the extent of any representations that will be made as of Closing, those in effect as of Closing) relating to the protection of natural resources or the environment or the use, generation, management, handling, transport, treatment, storage, release or threatened release of Hazardous Materials. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Estimated Closing Capital" means an estimate of Closing Capital as shown on the Estimated Closing Statement. "Estimated Closing Capital Adjustment" means an amount equal to Estimated Closing Capital minus Benchmark Capital. 6

"Estimated Closing Statement" shall have the meaning set forth in Section 2.3 (Pre-Closing Matters). "Estimated Included Capitalized Lease Obligations" means the dollar amount of the Included Capitalized Lease Obligations as shown on the Estimated Closing Statement. "Estimated Included Cash" means the dollar amount of Included Cash as shown on the Estimated Closing Statement. "Estimated Intercompany Debt" means the dollar amount of Intercompany Debt as shown on the Estimated Closing Statement. "Final Closing Capital" means Closing Capital as shown on the Preliminary Closing Statement, as the Preliminary Closing Statement may be modified by the written agreement of the Company and ACAB, as contemplated by Section 2.5(d)(ii)(B) (Post-Closing Purchase Price Adjustment), or the decision of the Price Adjustment Arbiter, as contemplated by Section 2.5(d)(i) (Post-Closing Purchase Price Agreement). "Final Closing Statement" shall have the meaning set forth in Section 2.5(d)(ii) (Post-Closing Purchase Price Adjustment). "Final Included Capitalized Lease Obligations" means the Included Capitalized Lease Obligations as shown on the Preliminary Closing Statement, as the Preliminary Closing Statement may be modified by the written agreement of the Company and ACAB, as contemplated by Section 2.5(d)(ii)(B) (Post-Closing Purchase Price Adjustment), or the decision of the Price Adjustment Arbiter, as contemplated by Section 2.5(d)(i) (Post-Closing Purchase Price Agreement). "Final Included Cash" means the dollar amount of the Included Cash as shown on the Preliminary Closing Statement, as the Preliminary Closing Statement may be modified by the written agreement of the Company and ACAB, as contemplated by Section 2.5(d)(ii)(B) (Post-Closing Purchase Price Adjustment), or the decision of the Price Adjustment Arbiter, as contemplated by Section 2.5(d)(i) (Post-Closing Purchase Price Agreement). "Final Intercompany Debt" means the dollar amount of Intercompany Debt as shown on the Preliminary Closing Statement, as the Preliminary Closing Statement may be modified by the written agreement of the Company and ACAB, as contemplated by Section 2.5(d)(ii)(B) (Post-Closing Purchase Price Adjustment), or the decision of the Price Adjustment Arbiter, as contemplated by Section 2.5(d)(i) (Post-Closing Purchase Price Agreement). "Financial Advisor" shall have the meaning set forth in Section 4.10 (Brokers and Intermediaries). "Financing Transactions" means the financings contemplated by the Commitment Letters or otherwise sought by the Investors in connection with the transactions contemplated hereby on terms and conditions no less favorable than those in the Commitment Letters. 7

"Foreign Governmental Consents" shall have the meaning set forth in Section 7.3(c) (Regulatory Filings and Consents). "forward looking information" shall have the meaning set forth in Section 11.3 (Projections). "FTC" shall have the meaning set forth in Section 7.3(a) (Regulatory Filings and Consents). "GAAP" means United States generally-accepted accounting principles. "Governmental Antitrust Authority" shall mean any Governmental Authority with regulatory jurisdiction over any Consent required for the consummation of the transactions contemplated by this Agreement, under the HSR Act and under Other Competition Laws. "Governmental Authority" shall mean the government of any sovereign nation or of any state, province, territory, county, municipality or locality, and any governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial body, in each case acting for, with or by empowerment of such government. "Hazardous Materials" means all materials regulated under any Environmental Law, defined as "hazardous substances" or "hazardous wastes," or any other term of similar import under any Environmental Law or requiring investigation or remediation under any Environmental Law, including, without limitation, petroleum, petroleum products, friable asbestos, polychlorinated biphenyl urea formaldehyde insulation or microbiological contamination. "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "Included Capitalized Lease Obligations" means the dollar amount of all indebtedness under the capital leases set forth on Schedule 1.1(a). "Included Cash" means the dollar amount of all cash and marketable securities (other than cash or marketable securities retained by the Company at the Closing pursuant to Section 7.10(a)(ii) (Cash-Free/Debt Free Transaction)) held by the Company or a Subsidiary. "Incremental KPMG Expenses" means any incremental increases in out of pocket expenses relative to the preparation, and review and delivery by KPMG, of the Interim Financial Statements attributable to the recapitalization structure. "Indemnification Agreement" shall have the meaning set forth in Section 3.2(d)(iv) (Closing and Post Closing Deliveries). "Indemnifying Party" shall have the meaning set forth in Section 10.1(f) (Indemnification). 8

"Indemnity Claim" shall have the meaning set forth in Section 10.1(d)(iii) (Indemnification). "Information Memorandum" shall have the meaning set forth in Section 4.20(a) (Ability to Carry Out the Agreement). "Intellectual Property" shall mean all trademarks, service marks, trade names, trade dress, including all goodwill associated with the foregoing, domain names, copyrights, Software, Internet Web sites, mask works and other semiconductor chip rights, and similar rights, and registrations and applications to register or renew the registration of any of the foregoing, patents and patent applications, Trade Secrets and all similar intellectual property rights. "Intercompany Debt" means the dollar amount of all Debt owed by the Company to the Seller Stockholder immediately prior to the Closing. "Interim Financial Statements" shall have the meaning set forth in Section 7.18 (Financing). "Interim Transfer" shall mean the transfer of the Transferred Companies and Assets from the Company to a Seller Affiliate. "Investor Indemnified Persons" shall have the meaning set forth in Section 10.1(a) (Indemnification). "Investors" shall have the meaning set forth in the Preamble. "IRS" means the United States Internal Revenue Service. "Law" shall mean any statute, law (including common law), ordinance, regulation or rule of any Governmental Authority. "Leased Real Property" shall have the meaning set forth in Section 4.6(a) (Real and Personal Property). "Liabilities" shall mean any and all liabilities and obligations of every kind and description whatsoever, whether such liabilities or obligations are known or unknown, disclosed or undisclosed, matured or unmatured, accrued, absolute, contingent or otherwise. "Licenses to Use Office Space" shall have the meaning set forth in Section 3.2(d)(ii) (Closing and Post-Closing Deliveries). "Liquidated Damages Amount" shall have the meaning set forth in Section 3.5(a).
"LLC1" shall have the meaning set forth in the Recitals. "LLC2" shall have the meaning set forth in the Recitals. "LLC3" shall have the meaning set forth in the Recitals.

9

"Local 324 CBA" shall have the meaning set forth in Section 7.4(e)(ii) (Employee Matters; Labor Matters). "Losses" shall have the meaning set forth in Section 10.1(a) (Indemnification). "Marked Materials" shall have the meaning set forth in Section 7.7(a) (Use of Names). "Material Adverse Effect" shall mean any fact, circumstance, change, occurrence or development that has a material adverse effect on the business, assets, liabilities results of operations or condition (financial or otherwise) of the Business, taken as a whole, but shall exclude any fact, circumstance, change, occurrence or development resulting from or relating to (i) events affecting the North American, European, Asian or global economy or capital or financial markets generally, (ii) changes in conditions in the industries in which the Business operates, (iii) changes in laws, regulations, or GAAP, or in the authoritative interpretations thereof or in regulatory guidance related thereto, (iv) earthquakes or similar catastrophes, or acts of war (whether declared or undeclared), sabotage, terrorism, military action or any escalation or worsening thereof, or (v) other than for purposes of Sections 4.2 (Ability to Carry Out the Agreement) and 5.2 (Ability to Carry Out the Agreement), the announcement or performance of this Agreement or the transactions contemplated hereby, unless, in the case of items i-iv above, any such fact, circumstance, change, occurrence or development disproportionately affects the Business, taken as a whole. "Material Contracts" shall have the meaning set forth in Section 4.9(a) (Contracts). "Multiemployer Plan" shall have the meaning set forth in Section 4.12(e) (Employee Benefits). "Net Income" means, for any period and for any Person (or any group of business assets and properties), the net income or loss of such Person and its subsidiaries (or such group of business assets and properties) for such period, determined on a consolidated basis in accordance with GAAP; provided, however, that there shall be excluded from the determination of net income any gains or losses on sales of assets outside of the ordinary course of business. "Non-U.S. Employees" shall have the meaning set forth in Section 7.4(h)(ii) (Employee Matters; Labor Matters). "Oak Hill 1" shall have the meaning set forth in the Preamble. "Oak Hill 2" shall have the meaning set forth in the Preamble. "Oak Hill 3" shall have the meaning set forth in the Preamble. "Oak Hill Parties" shall have the meaning set forth in the Preamble. "Oak Hill Representative" shall have the meaning set forth in Section 11.17(b). 10

"Offering Materials and Presentations" shall have the meaning set forth in Section 4.20(a) (Disclaimer of Other Representations and Warranties; Disclosure). "Order" means any order, judgment, writ, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. "Other Competition Laws" means all non-U.S. Laws intended to prohibit, restrict or regulate actions having an anticompetitive effect or purposes, including, but not limited to, the Competition Act (Canada) and all other competition, restraint of trade, antimonopolization, merger control or antitrust Laws. "Overlap Period" shall have the meaning set forth in Section 7.5(c) (Tax Matters). "Owned Intellectual Property" means all Intellectual Property owned by the Company or any Subsidiary and used or held for use in the Business. "Owned Real Property" shall have the meaning set forth in Section 4.6(b) (Real and Personal Property). "PBGC" shall have the meaning set forth in Section 4.12(b) (Employee Benefits). "Pension Plan" shall have the meaning set forth in Section 7.4(e)(ii). "Permitted Encumbrances" means: (i) Encumbrances reflected in the Audited Balance Sheet or created in the ordinary course of business subsequent to the date of the Audited Balance Sheet that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property or asset subject thereto or materially interfere with the ordinary course of the Business, (ii) Encumbrances for Taxes not due and payable or that are being contested in good faith by appropriate proceedings, assessments or governmental charges, or landlords', mechanics', workmen's, materialmen's or similar liens arising or incurred in the ordinary course of the Business consistent with past practices, in each case that are not delinquent or which are being contested in good faith, during which collection or enforcement is stayed, (iii) encroachments and other survey exceptions, easement agreements, and other customary encumbrances on title to real property that are not likely to have a Material Adverse Effect, (iv) zoning, conservation restriction, building codes and other land use and environmental regulations of any governmental or public authority having jurisdiction over the Real Property and Personal Property and (v) any Encumbrances incurred in connection with or otherwise relating to the Financing Transactions. "Person" means an individual, corporation, partnership, limited liability company, trust or unincorporated organization or a government or any agency or political subdivision thereof, or any other entity. "Personal Property" shall have the meaning set forth in Section 4.6(c) (Real and Personal Property). 11

"Pre-Closing Period" means the period from and after the date of this Agreement and until the earlier of (x) the termination of this Agreement or (y) the Closing. "Pre-Closing Returns" shall have the meaning set forth in Section 7.5(c)(ii) (Tax Matters). "Preliminary Closing Statement" shall have meaning set forth in Section 2.5(a). "Price Adjustment Arbiter" shall have the meaning set forth in Section 2.5(d)(i) (Post-Closing Purchase Price Adjustment). "Prime Energy Division" means the business of renting and selling oil-free compressor equipment and generators and certain related equipment identified on Schedule 1.1(b) in connection therewith as conducted by RSC and RSC Canada through their respective Prime Energy divisions, as of the date of this Agreement; provided that any asset primarily used in or reasonably necessary for the operation of the Business in the ordinary course consistent with past practices shall be deemed not to be an asset of the Prime Energy Division. "Purchase Price" shall have the meaning set forth in Section 2.4 (Purchase Price and Payment). "Preliminary Closing Statement" shall have the meaning set forth in Section 2.5(a) (Post-Closing Purchase Price Adjustment). "Real Property" shall have the meaning set forth in Section 4.6(b) (Real and Personal Property). "Real Property Lease" shall have the meaning set forth in Section 4.6(a) (Real and Personal Property). "Reissued Share Purchase Price" shall have the meaning set forth in Section 2.4 (Purchase Prices and Payments). "Reissued Shares" shall have the meaning set forth in the Recitals. "Release" shall have the meaning provided in 42 U.S.C. Section 9601(22), but including releases resulting in exposure within a workplace. "Repurchased Shares" shall have the meaning set forth in the Recitals. "Retained Contracts" shall have the meaning set forth in Section 7.11 (Interim Transfer). "Retained Employees" shall mean all employees primarily engaged in the business of the Prime Energy Division and any employee that is employed directly by the Company as of the date hereof, all as listed in Schedule 1.1(c). 12

"Retained Employee Flexible Account Plan" shall have the meaning set forth in Section 7.4(g) (Employee Matters; Labor Matters). "Retention Benefit Agreements" shall mean the agreements entered into in contemplation of a sale of the Business to pay a sum of money to certain Business Employees upon the fulfillment of certain conditions, including, without limitation, as more particularly set forth in Schedule 7.4(f)(B). "Return" or "Returns" means all returns, reports, information returns and statements required to be filed with any Tax authority with respect to Taxes. "Ripplewood 1" shall have the meaning set forth in the Preamble. "Ripplewood 2" shall have the meaning set forth in the Preamble. "Ripplewood Parties" shall have the meaning set forth in the Preamble. "Ripplewood Representative" shall have the meaning set forth in Section 11.17(a). "RSC" shall have the meaning set forth in the Recitals. "RSC Canada" shall have the meaning set forth in the Recitals. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Seller Affiliate" shall mean an Affiliate of either or both Sellers other than the Company or Subsidiaries. "Seller Defined Contribution Plan" shall have the meaning set forth in Section 7.4(e)(i) (Employee Matters; Labor Matters). "Seller Indemnified Persons" shall have the meaning set forth in Section 10.1(b) (Indemnification). "Seller Note" shall mean a promissory note, substantially in the form of Exhibit A. "Seller Stockholder" shall have the meaning set forth in the Preamble. "Sellers" shall have the meaning set forth in the Preamble. "Sellers Cap" shall have the meaning set forth in Section 10.1(a). "Sellers' knowledge" shall have the meaning set forth in Section 4.20(b) (Disclaimer of Other Representations and Warranties; Disclosure). "Sellers' Marks" shall have the meaning set forth in Section 7.7(a) (Use of Names). 13

"Shares" shall have the meaning set forth in the Recitals. "Software" means computer software, including but not limited to, application software, system software and firmware, including all source code and object code versions thereof, in any and all forms and media, and all related documentation "SPA" shall have the meaning set forth in the Section 11.9. "Sponsors" means Ripplewood Holdings, L.L.C. and Oak Hill Capital Management, L.L.C. "Subsidiaries" means RSC and RSC Canada and, upon their formation, LLC1, LLC2 and LLC3. Each may be separately referred to as a "Subsidiary". "Stockholders Agreement" shall have the meaning set forth in Section 3.2(d)(iii) (Closing and Post Closing Deliveries). "Tax" or "Taxes" means all domestic and foreign federal, state, provincial, municipal, territorial income, capital gains, gross receipts, profits, franchise in lieu of income, transfer, sales, excise, use, property, capital, goods and services or payroll based taxes (including all customs and import duties and any liabilities under any applicable unclaimed property or escheat Laws, together with all interest, penalties or additions to such taxes or similar charges of any kind lawfully levied, assessed, or imposed). "Tax Arbiter" shall have the meaning set forth in Section 7.5(c)(ii) (Tax Matters). "Tax Benefit" shall have the meaning set forth in Section 10.1(d)(iii) (Indemnification). "Termination Date" shall have the meaning set forth in Section 3.3(b) (Termination). "Trade Secrets" means inventions, processes, designs, formulae, trade secrets, know-how, ideas, research and development, data, databases and confidential information. "Transferred Companies and Assets" means (i) each of the Persons listed on Schedule 4.3 other than the Subsidiaries and (ii) the Prime Energy Division. "Transition Services Agreement" shall have the meaning set forth in Section 3.2(d)(i) (Closing and Post-Closing Deliveries). "Treasury Regulations" means the Treasury regulations promulgated by the United States Department of Treasury with respect to the Code. "WARN Act" shall have the meaning set forth in Section 4.15 (Labor Matters). 14

ARTICLE 2 SALE AND PURCHASE OF SHARES 2.1 Sale and Purchase of the Repurchased Shares. At the Closing and subject to the terms and conditions set forth in this Agreement, the Seller Stockholder shall sell, assign, transfer, convey and deliver to the Company, and the Company shall purchase and acquire, all of the Seller Stockholder's right, title and interest in and to the Repurchased Shares, free and clear of all Encumbrances. 2.2 Sale and Purchase of the Reissued Shares. At the Closing and subject to the terms and conditions set forth in this Agreement, the Company shall issue, sell, assign, transfer, convey and deliver to the Investors, and the Investors shall purchase and acquire, in the amounts set forth on Schedule 2.2 (which Schedule shall be provided by the Investors to the Sellers at least three Business Days prior to the Closing), the Reissued Shares, free and clear of all Encumbrances, other than, with respect to the Reissued Shares purchased by any Investor, such as may be created by or on behalf of such Investor. 2.3 Pre-Closing Matters. No later than five (5) Business Days prior to the Closing Date, ACAB shall prepare and deliver to the Investors an estimate of the Preliminary Closing Statement, prepared in good faith in accordance with the Accounting Principles (the "Estimated Closing Statement"), along with a computation of the Estimated Closing Capital Adjustment, the Estimated Included Capitalized Lease Obligations and the Estimated Included Cash. 2.4 Purchase Prices and Payments (a) In consideration of the sale and transfer pursuant to Section 2.1 (Sale and Purchase of the Repurchased Shares), (i) the Company shall pay to the Seller Stockholder by wire transfer of immediately available federal funds as specified in written instructions provided by the Seller Stockholder to the Company at least two Business Days prior to the Closing Date an amount equal to $3,345,000,000 minus (w) Estimated Intercompany Debt, minus (x) the Estimated Included Capitalized Lease Obligations, (y) plus the Estimated Included Cash and (z) (A) if the Estimated Closing Capital Adjustment is a positive number, plus the Estimated Closing Capital Adjustment and (B) if the Estimated Closing Capital Adjustment is a negative number, minus the absolute value of the Estimated Closing Capital Adjustment (the "Closing Payment"); (ii) if, when and to the extent required by, and in the aggregate principal amounts determined under, Section 7.19, the Company shall issue to the Seller Stockholder the Seller Notes. (iii) the term "Purchase Price" shall mean the amount of the Closing Payment as it may be adjusted as provided in this Agreement, including pursuant to Section 10.1 (Indemnification), plus the Included Capitalized Lease Obligations and plus the aggregate original principal amount 15

of any Seller Notes. Pursuant to this Section 2.4 and Section 7.10 (Cash-Free/Debt Free Transaction) of this Agreement, the Purchase Price contemplates a sale and purchase of the Repurchased Shares on a cash-free/debt-free basis. (b) In consideration of the issuance and sale pursuant to Section 2.2 (Sale and Purchase of the Reissued Shares), each Investor shall pay to the Company by wire transfer of immediately available federal funds as specified in written instructions provided by the Company to each Investor at least two Business Days prior to the Closing Date the consideration set forth opposite such Investor's name on Schedule 2.4 (which Schedule shall be provided by the Investors to the Sellers at least three Business Days prior to the Closing) for an aggregate purchase price of $500,000,000 in cash (the "Reissued Share Purchase Price"). 2.5 Post-Closing Purchase Price Adjustment. (a) Preliminary Closing Statement. As soon as reasonably practicable, but in any event within sixty (60) days after the Closing Date, the Company will prepare, or cause to be prepared, and deliver to ACAB a balance sheet of the Business as of the close of business on the Closing Date (the "Preliminary Closing Statement"), along with a computation of Final Closing Capital, Final Included Capitalized Lease Obligations, Final Intercompany Debt and Final Included Cash. The Preliminary Closing Statement shall be prepared in accordance with the Accounting Principles. (b) Cooperation. From the Closing Date until the determination of the Final Closing Statement, the Company will, and will cause the Business to, make available to ACAB and its accountants and other representatives, as reasonably requested by ACAB, during normal business hours, all books, records and other documents pertaining to the business of the Business and any personnel responsible for preparing or maintaining such books, records and documents, provided that any such access does not interfere with normal business operations and is reasonably necessary for preparing the Preliminary Closing Statement, resolving any disputes with respect thereto or otherwise determining the Final Closing Statement. (c) Review of Preliminary Closing Statement. ACAB and its independent certified public accountants may review the Preliminary Closing Statement and, for purposes of such review, shall be permitted reasonable access to the work papers prepared by the Company or its accountants related to the preparation of the Preliminary Closing Statement, the personnel involved in such preparation and the books, records and other documents relating to the Business and may make inquiry of the Company with respect thereto. The Preliminary Closing Statement shall be binding and conclusive upon, and deemed accepted by, ACAB unless ACAB shall have notified the Company in writing within sixty (60) days after receipt of the Preliminary Closing Statement of any objections thereto (a "Dispute Notice"). A Dispute Notice shall specify in reasonable detail the items of the Preliminary Closing Statement which are being disputed, and a summary of the reasons for such dispute. 16

(d) Dispute Resolution. (i) At the request of the Company or ACAB, any dispute between the parties relating to the Preliminary Closing Statement that cannot be resolved by them within thirty (30) days after receipt of a Dispute Notice shall be referred to a mutually acceptable Person; provided that if the Company and ACAB do not agree on such a Person within fifteen (15) days of the end of such thirty (30) day period the Company or ACAB may request the AAA to select a panel of three qualified accounting experts that have no material relationship with any party to this Agreement or any of its Affiliates to resolve any remaining disagreement (such mutually agreed Person or panel, the "Price Adjustment Arbiter"). The Price Adjustment Arbiter shall use the AAA's Commercial Arbitration Rules, but not its rules for resolving large, complex cases. The Price Adjustment Arbiter shall determine, based solely on presentations by ACAB and the Company, and not by independent review, those items in dispute on the Preliminary Closing Statement and shall render a written report as to the resolution of each dispute and the resulting calculation of Closing Capital, Final Included Capitalized Lease Obligations, Final Intercompany Debt and/or Final Included Cash it being understood that the parties hereto will request the Price Adjustment Arbiter to render its written report promptly, but no more than twenty (20) days after its engagement. The Price Adjustment Arbiter shall have exclusive jurisdiction over, and resort to the Price Adjustment Arbiter as provided in this Section 2.5(d) shall be the sole recourse and remedy of the parties against one another or any other Person with respect to, any disputes arising out of or relating to the Preliminary Closing Statement; and the Price Adjustment Arbiter's determination shall be conclusive and binding on all of the parties hereto and shall be enforceable in a court of law. The fee of the Price Adjustment Arbiter shall be borne fifty percent (50%) by ACAB and fifty percent (50%) by the Company unless the Price Adjustment Arbiter decides, based on its determination with respect to the reasonableness of the respective positions of ACAB and the Company, that the fee shall be borne in unequal proportions. (ii) The Preliminary Closing Statement shall become final and binding upon the parties hereto upon the earliest of (A) the failure by ACAB to deliver a Dispute Notice within the period permitted under, and otherwise in accordance with the requirements of, this Section 2.5, (B) the written agreement between ACAB and the Company with respect thereto and (C) the decision by the Price Adjustment Arbiter with respect to disputes under this Section 2.5. The Preliminary Closing Statement, as deemed to be agreed pursuant to clause (A) above, or as adjusted pursuant to the written agreement of ACAB and the Company pursuant to clause (B) above or the decision of the Price Adjustment Arbiter pursuant to clause (C) above, when and as final and binding, is referred to herein as the "Final Closing Statement". 17

(e) Payment of Adjustment. (i) As an adjustment to the Closing Payment, within ten (10) days after the Preliminary Closing Statement becomes the Final Closing Statement as provided in Section 2.5(d)(ii): (i) (A) the Seller Stockholder shall pay the Company the amount, if any, by which Estimated Closing Capital exceeds Final Closing Capital and (B) the Company shall pay the Seller Stockholder the amount, if any, by which Final Closing Capital exceeds Estimated Closing Capital, (ii) (A) the Company shall pay the Seller Stockholder the amount, if any, by which Estimated Included Cash is less than Final Included Cash and (B) the Seller Stockholder shall pay the Company the amount, if any, by which Estimated Included Cash exceeds Final Included Cash, (iii) (A) the Seller Stockholder shall pay the Company the amount, if any, by which Estimated Included Capital Lease Obligations are less than Final Included Capital Lease Obligations and (B) the Company shall pay the Seller Stockholder the amount, if any, by which Estimated Included Capital Lease Obligations exceed Final Included Capital Lease Obligations and (iv) (A) the Seller Stockholder shall pay the Company the amount, if any, by which Estimated Intercompany Debt is less than Final Intercompany Debt and (B) the Company shall pay the Seller Stockholder the amount, if any, by which Estimated Intercompany Debt is more than Final Intercompany Debt. (ii) Any payment made pursuant to this Section 2.5 shall be made by wire transfer of immediately available funds to the account designated in writing by the receiving party and shall bear interest from and including the Closing Date computed at the rate declared from time to time by Citibank, N.A. as its "base rate" plus 200 basis points. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 360 days and the actual number of days for which it is due. 2.6 Withholding. Notwithstanding any other provision of this Agreement or the Ancillary Agreements and for the avoidance of doubt, (i) each payment made pursuant to this Agreement or the Ancillary Agreements shall be made net of any Taxes required by applicable Law to be deducted or withheld from such payment and (ii) any amounts deducted or withheld from any such payment shall be remitted to the applicable Tax authority and shall be treated for all purposes of this Agreement or the Ancillary Agreements, as applicable, as having been paid. ARTICLE 3 CLOSING AND TERMINATION 3.1 Closing. The closing of the transactions provided for herein (the "Closing") will take place at the offices of Debevoise & Plimpton LLP, at 919 Third Avenue, New York, New York, at 10:00 a.m. (New York time) no later than the second Business Day following the 18

satisfaction of all conditions set forth in Articles 8 and 9, or at such other time and place as the Investors and ACAB shall agree (the "Closing Date"). The parties hereto shall use their commercially reasonable efforts, subject to the terms and condition hereof, to cause the Closing to occur as soon as practicable after the date hereof; provided that nothing contained in this Agreement shall require the Investors to permit LLC3, RSC or any other Person to close on the Bridge Loan (as such term is defined in the Commitment Letters) at any time prior to the Termination Date; and provided further that, if all conditions precedent to both (x) borrowing under the Bridge Loan and (y) the Investors' obligation to effect the Closing under this Agreement have been satisfied, the Investors shall instruct, and pursuant to Section 7.18, Sellers and the Company shall cause LLC3 and RSC to close on the Bridge Loan on the Termination Date if doing so is necessary to cause the Closing to occur. 3.2 Closing and Post-Closing Deliveries. (a) At or prior to the Closing, the Sellers shall deliver or cause the Seller Stockholder to deliver the following: (i) to the Company, stock certificates evidencing the Repurchased Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps; (ii) to the Investors, copies of the resolutions of the board of directors of each Seller and any Affiliate of either Seller that is a party to this Agreement and any Ancillary Agreement authorizing and approving this Agreement and the Ancillary Agreements, as applicable, and the transactions contemplated hereby and thereby, certified by the corporate secretary of such Person to be true and complete and in full force and effect and unmodified as of the Closing Date; (iii) to the Investors, (A) resignations, in form and substance reasonably satisfactory to the Investors, of all of the (1) members of the board of directors of each of the Company and the Subsidiaries and (2) officers of the Company and (B) resolutions in form and substance reasonably satisfactory to the Investors, appointing each of the individuals specified in writing to the Sellers at least three (3) Business Days prior to the Closing to the offices indicated on such writing, in each case effective upon the Closing; (iv) to the Investors, the certificate required by Section 9.3 (Officer's Certificate); (v) to the Investors, affidavits or certifications in form and substance reasonably satisfactory to the Investors as are necessary to exempt the transactions contemplated by this Agreement from the provisions of Section 1445 of the Code; and 19

(vi) to the Investors, such other instruments, certificates and documents, in form and substance reasonably acceptable to the Investors and the Sellers, as may be reasonably necessary to effect the Closing. (b) At or prior to the Closing, the Investors shall deliver or cause to be delivered the following: (i) to the Company, the Reissued Share Purchase Price by wire transfer of immediately available funds to an account or accounts designated by the Company at least two (2) Business Days prior to the Closing; (ii) to the Sellers, copies of the resolutions of the board of directors, sole member or manager, as applicable, of each of the Investors, authorizing and approving this Agreement, the transactions contemplated hereby and the Stockholders Agreement, certified by the corporate secretary, if any, of such Person to be true and complete and in full force and effect and unmodified as of the Closing Date; (iii) to the Sellers, the certificate required by Section 8.3 (Officer's Certificate); and (iv) to the Sellers, such other instruments, certificates and documents, in form and substance reasonably acceptable to the Investors and the Sellers, as may be reasonably necessary to effect the Closing, including any such instruments, certificates and documents reasonably required, if any, to ensure that the Included Capitalized Lease Obligations shall remain outstanding after the Closing and be the continuing obligations of the Company and the Subsidiaries. (c) At or prior to the Closing, the Company shall deliver to the Seller Stockholder the Closing Payment by wire transfer of immediately available funds to an account or accounts designated by the Seller Stockholder at least two (2) Business Days prior to the Closing. (d) At or prior to the Closing, the Sellers and the Investors shall, or shall cause their respective Affiliate to, as applicable, execute and deliver each of the following agreements (collectively, the "Ancillary Agreements"): (i) a transition services agreement substantially in the form attached hereto as Exhibit B (the "Transition Services Agreement "); (ii) each of the agreements contained in Exhibit C (the "Licenses to Use Office Space"), in each case substantially in the form contained in such Exhibit; 20

(iii) a stockholders agreement substantially in the form of Exhibit D (the "Stockholders Agreement"); and (iv) an indemnification agreement substantially in the form of Exhibit E (the "Indemnification Agreement"). (e) The Company shall deliver to the Seller Stockholder, at such times and in such aggregate principal amounts set forth in Section 7.19 (Seller Notes), subject to the conditions provided in Section 7.19, Seller Notes. 3.3 Termination. Anything contained in this Agreement other than in this Section 3.3 to the contrary notwithstanding, this Agreement may be terminated at any time: (a) by mutual written consent of the Investors and ACAB; (b) by the Investors or ACAB, if the transactions contemplated hereby are not consummated on or before the latest of (i) December 31, 2006, (ii) the expiration of all periods for cure provided for in Section 9.1 (Representations and Warranties) and (iii) such later date as may be agreed upon in writing by the parties hereto (the "Termination Date"); provided that a party may not terminate pursuant to this clause or enforce any rights with respect to the Termination Date if the failure of such consummation shall be due to the failure of the party wishing to terminate to comply in all material respects with its agreements and covenants contained herein or if such party shall otherwise be in material breach of its obligations hereunder; (c) by the Investors, if either Seller shall breach in any material respect any of its representations, warranties or obligations hereunder and such breach shall not have been cured in all material respects or waived and (i) ACAB shall not have provided reasonable assurance that such breach will be cured in all material respects within 60 days of its occurrence, but only if such breach, singly or together with all other breaches by a Seller, constitutes a failure of the condition contained in Section 9.1 (Representations and Warranties) or 9.2 (Performance) as of the date of such termination or (ii) such assurance is provided but such breach has not been cured within such 60 day period, but only if all other conditions in Article 9 have been satisfied as of the date of such termination; or (d) by ACAB, if the Investors shall breach in any material respect any of their representations, warranties or obligations hereunder and such breach shall not have been cured in all material respects or waived and (i) the Investors shall not have provided reasonable assurance that such breach will be cured in all material respects within 60 days of its occurrence, but only if such breach, singly or together with all other breaches by the Investors, constitutes a failure of the condition contained in Section 8.1 (Representations and Warranties) or 8.2 (Performance) as of the date of such termination or (ii) such assurance is provided but such breach has not been cured within such 60 day period, but only if all other conditions in Article 8 have been satisfied as of the date of such termination. 21

3.4 Effect of Termination. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 3.3 (Termination): (a) The Investors will redeliver to ACAB, or, at each of their option, destroy (and certify such destruction to ACAB in writing) all documents, work papers and other material of the Sellers relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof; (b) The provisions of the Confidentiality Agreements shall continue in full force and effect; and (c) This Agreement shall become null and void and of no further force and effect, except for the following provisions which shall survive without limitation: (i) Section 7.1 (Access and Information) to the extent relating to the obligations of the Investors and the Sellers to keep confidential certain information and data obtained by it from the other party, (ii) Section 3.3 (Termination) and this Section 3.4, and (iii) Sections 11.2 (Governing Law) and 11.15 (Consent to Jurisdiction; Waiver of Jury Trial). Nothing in this Section 3.4 shall be deemed to release any party from any liability which such party would otherwise have hereunder for any breach by such party of the terms and provisions of this Agreement; provided that no party hereto shall have any liability hereunder for any special or consequential damages of the other party. 3.5 Limitation of Liability; Liquidated Damages. (a) No owner of or actual or prospective investor in any Investor, no Sponsor or any of their respective stockholders, partners, members, directors, officers, employees representative or agents, and no Affiliate of any Investor (other than any other Investor) or any such party shall have any obligation or liability of any nature whatsoever to the Sellers and/or their Affiliates under this Agreement or in connection with or in respect of the transactions contemplated hereby or for any failure to consummate such transactions except for (i) obligations and liabilities following the Closing under the Stockholders Agreement (if such Person is a party thereto) and (ii) obligations of any such Person under a Damages Contribution Letter duly executed by such Person to contribute to such Investor such Person's share (as therein set forth) of the $25,000,000 in aggregate damages or liabilities described in Section 3.5(b) to the extent such amount is determined to be due and owing. (b) Unless the Closing shall have occurred, under no circumstances will any Investor have any liability hereunder, or under the Ancillary Agreements, or in connection with or in respect of the transactions contemplated hereby, or be required to expend in connection with any remedies for any breach or breaches (whether or not willful or deliberate) by any of them hereof or thereof, in excess in the aggregate of $25,000,000 for all Investors (the "Aggregate Liability Limitation"). In the event of any breach of this Agreement by any Investor as a result of which the Closing does not occur, the Sellers' and their Affiliates' sole and exclusive remedy (at law or in equity) shall be for the Sellers to receive, as liquidated damages for such breach and all other breaches by 22

one or more of the Investors, a payment of $25,000,000 (it being understood that while actual damages of the Sellers and/or their Affiliates might be greater or less than such amount, such damages would be difficult to ascertain or prove and that such amount is a reasonable estimate of the anticipated probable harm to the Sellers and their Affiliates in such event). Upon payment of the damages and amounts contemplated by this Section 3.5(b), which, for the avoidance of doubt, shall not exceed $25,000,000 in the aggregate, the Sellers and their Affiliates shall have no further remedy or recourse of any nature whatsoever and the Investors shall have no further obligations of any nature whatsoever. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLERS WITH RESPECT TO THE COMPANY AND THE SUBSIDIARIES Except as otherwise set forth in the Schedules hereto, the Sellers represent and warrant to the Investors, the Company and the Subsidiaries with respect to the Company and the Subsidiaries that: 4.1 Organization and Authority of the Company and the Subsidiaries. The Company and each Subsidiary is a corporation or (as of the Closing) limited liability company duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. The Company and each Subsidiary has all requisite corporate or other power and authority to own its assets and to carry on its business as now being conducted and is duly qualified or licensed to do business and, where applicable, is in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not, individually or in the aggregate with all such other failures, be reasonably likely to have a Material Adverse Effect. 4.2 Ability to Carry Out the Agreement. Except as set forth on Schedule 4.2, the execution, delivery and performance by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby do not and will not (i) violate, conflict with or result in a breach of the organizational documents of any of the Company or any Subsidiary (ii) violate, conflict with or result in a breach of, or constitute a default by the Company or any Subsidiary (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of the Company or the Subsidiaries under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Company or any Subsidiary or any of their respective properties, assets or rights may be bound, (iii) violate or result in a breach of any Order or Law applicable to the Company or any Subsidiary or any of their respective properties or (iv) except for applicable requirements of the HSR Act, Other Competition Laws and as may be required by the ownership of the Investor, require any Consent of, or notice to, any Governmental Authority or any other Person; except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. 23

4.3 Capitalization of the Company and the Subsidiaries. Set forth on Schedule 4.3 is the number of authorized, issued and outstanding shares or other equity interests of the Company and each Subsidiary and each other Person in which the Company or any Subsidiary holds any ownership interest and the owners thereof; provided that, at the Closing, except as set forth on Schedule 4.3, there shall be no outstanding shares of any series of preferred stock of the Company or any Subsidiary and, subsequent to the Interim Transfer, the only Person in which the Company shall hold any ownership interest shall be LLC1, the only Person in which LLC 1 shall hold any ownership interest shall be LLC2, the only Person in which LLC2 shall hold any ownership interest shall be LLC3, the only Person in which LLC3 shall hold any ownership interest shall be RSC and the only Person in which RSC shall hold any ownership interest shall be RSC Canada, and RSC Canada shall not hold any interest in any Person. Immediately prior to the Closing, all of the Shares shall be owned by the Seller Stockholder, all of the equity interests of LLC1 shall be owned by the Company, all of the equity interests of LLC2 shall be owned by LLC1, all of the equity interests of LLC3 shall be owned by LLC2, all of the shares of capital stock of RSC shall be owned by LLC3 and all of the shares of capital stock of RSC Canada shall be owned by RSC. Except as set forth on Schedule 4.3, there are no other authorized, issued or outstanding shares of capital stock of the Company or any Subsidiary. Except as set forth on Schedule 4.3, as of the date hereof, all of the issued and outstanding shares of capital stock of the Company and each Subsidiary is owned of record free and clear of any Encumbrances. As of the Closing, all of the issued and outstanding shares of capital stock of the Company and each Subsidiary shall be owned of record free and clear of any Encumbrances other than as set forth on Schedule 4.3 and Encumbrances incurred in connection with or otherwise relating to the Financing Transactions. All of such issued and outstanding shares have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or similar rights. Except as contemplated by this Agreement or set forth on Schedule 4.3, there are no outstanding options, warrants, calls, rights, including stock appreciation rights, "phantom" stock rights or stock-based performance units, or any other agreements or commitments of any character relating to the sale, issuance, transfer, registration or voting of, or the value of which is tied to the value of, any shares of the capital stock of the Company or any Subsidiary, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock of the Company or any Subsidiary. 4.4 Financial Statements. (a) Schedule 4.4(a) sets forth (i) the audited consolidated balance sheet of the Business, with RSC as the reporting entity, as of December 31, 2004 and 2005, respectively, and audited consolidated statements of income and cash flows for the years ended December 31, 2003, 2004 and 2005, respectively and (ii) a reviewed consolidated balance sheet of the Business, with RSC as the reporting entity, as of June 30, 2006 and the related reviewed consolidated statements of income and cash flows of the Business for the six (6) months ended June 30, 2006. All of the foregoing financial statements have been, and upon delivery by KPMG the Interim Financial Statements shall have been, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, and fairly present the financial position, results of operations and cash flows of the Business as of the respective dates thereof and for the periods referred to therein. 24

(b) Section 4.4(a) is only qualified by the fact that because the Business has not operated as separate "stand alone" entity, the Business has been allocated the charges and credits set forth on Schedule 4.4(b). Such charges and credits do not necessarily reflect the amounts that would have resulted from arms-length transactions. (c) On the Closing Date, the Company and the Subsidiaries shall not have any liabilities of any kind whatsoever (whether absolute, accrued, contingent or otherwise, and whether due or to become due) other than liabilities and obligations (i) reflected on, or reserved for in, the audited consolidated balance sheet of the Business as of December 31, 2005 (the "Audited Balance Sheet"), (ii) of the Business arising after Audited Balance Sheet Date in the ordinary course of business and consistent with past practices, (iii) disclosed on Schedule 4.4(c), (iv) arising out of the Financing Transactions or (v) that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. Except as set forth on Schedule 4.4(c)., neither Seller nor any Seller Affiliate except Atlas Copco North America Finance LLC holds any indebtedness for borrowed money of RSC. 4.5 Absence of Certain Changes or Events. Except as set forth in Schedule 4.5 or as otherwise contemplated by this Agreement, from Audited Balance Sheet Date through the date hereof the Business has been conducted in the ordinary course consistent with past practice, and, without limiting the generality of the foregoing, from Audited Balance Sheet Date through the date of this Agreement: (a) neither the Company nor any Subsidiary has sold, transferred or exclusively licensed (A) any material rights under any Real Property Leases or (B) any material assets, properties or rights other than in the ordinary course of business or under (A); (b) there has not been any material increase in any rate or rates of salaries or compensation to any Business Employee whose total salary and compensation after such increase would be at an annual rate in excess of $150,000; (c) except as disclosed on Schedule 4.12, or as described in Section 7.4(f) (Employee Matters; Labor Matters), neither the Company nor any Subsidiary has adopted any new Employee Benefit Plan (as defined in Section 4.12 (Employee Benefits)) or provided any material increases in any material benefits under such Employee Benefit Plans except in accordance with the terms of such plans or as required by any Law or Order; (d) neither the Company nor any of the Subsidiaries has failed to pay or satisfy when due any liability of the Business; (e) there has not been any (A) change in any method of accounting or accounting principles or practices by the Company or any Subsidiary except for any such change required by reason of a concurrent change in GAAP or (B) revaluation of any material asset; 25

(f) neither the Company nor any Subsidiary has made or changed any material Tax election, settled or compromised any material liability for Taxes, obtained any Tax ruling or amended any material Return; (g) neither the Company nor any Subsidiary has merged or consolidated with any Person; (h) neither the Company nor any Subsidiary has declared any dividends (other than dividends payable in cash) or made any other non-cash payment or distribution in respect of any capital stock or other equity interests; and (i) there has not been any fact, circumstance, change, occurrence or development that has had, or would reasonably be expected to constitute, a Material Adverse Effect. 4.6 Real and Personal Property. (a) Leased Real Property. Schedule 4.6(a) lists all real property leased or subleased by the Company or a Subsidiary as of the date of this Agreement for use in the Business (the "Leased Real Property"). With respect to each such lease and sublease (a "Real Property Lease"; collectively, "Real Property Leases"), a true and complete copy of each of which has been made available to the Investors, and except as otherwise specified on Schedule 4.6(a) or where the failure of any of the following to be true and correct would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect: (i) such Real Property Lease is valid and binding in all respects upon the Company or a Subsidiary, as applicable, and the applicable lessor or sublessor, as the case may be; (ii) such Real Property Lease is in full force and effect, in all respects; (iii) none of the Sellers, the Company or any of the Subsidiaries and, to the Sellers' knowledge, no other party to any Real Property Lease, is in default and no condition or event exists or has occurred which, after notice or lapse of time, or both, would constitute a default; and (iv) no Real Property Lease contains any provisions giving the lessor thereunder any right to consent to, or terminate or modify such Real Property Lease as a result of, this Agreement, the transactions contemplated by this Agreement, including the transactions contemplated by the Commitment Letters, or any change in the net worth of the Company or any Subsidiary. (b) Owned Real Property. Schedule 4.6(b) lists all real property owned by the Company or a Subsidiary and used or held for use in the Business (together with all easements, licenses, rights and appurtenances relating thereto, the "Owned Real 26

Property"; the Leased Real Property and the Owned Real Property collectively referred to as the "Real Property") as of the date of this Agreement. With respect to each such parcel of Owned Real Property and except as otherwise specified on Schedule 4.6(b) and except as would not, individually or in the aggregate including the matters specified in Schedule 4.6(b), reasonably be expected to have a Material Adverse Effect: (i) the identified owner has good and marketable fee simple title to the parcel of Owned Real Property, and to the buildings, structures and other improvements located thereon, free and clear of any Encumbrances, except for Permitted Encumbrances; and (ii) there are no pending or, to the Sellers' knowledge, threatened condemnation proceedings or lawsuits affecting the Owned Real Property or portions thereof. (c) Personal Property; Title to Assets. The Company or a Subsidiary has good and valid title to, or has the right to use as currently used in the Business pursuant to a valid and existing lease or license, all of the personal property used or held for use in the Business ("Personal Property") and other assets, including the Intellectual Property, used or held for use in the Business or reflected on the Audited Balance Sheet or acquired by the Company or a Subsidiary after Audited Balance Sheet Date (collectively, the "Assets"), except with respect to assets disposed of in the ordinary course of business since such date, free and clear of any Encumbrances except for Permitted Encumbrances. All of the Assets were acquired by the Business in the name of the Company or a Subsidiary or have been transferred to the Company or a Subsidiary such that the Company or a Subsidiary has all rights of the original purchaser of such Assets. (d) Real Property Taxes. To the knowledge of the Sellers, there is no pending or contemplated special assessment or reassessment of any parcel included in the Owned Real Property or any parcel included in the Leased Real Property that would result in a material increase in the real property taxes or other similar charges payable by the Company or any Subsidiary with respect to any parcel of Owned Real Property or in the rent, additional rent or other sums and charges payable by the Company or any Subsidiary under the Real Property Leases. 4.7 Litigation. Except as set forth on Schedule 4.7, (i) there is no action, claim, demand, summons, subpoena, cease and desist letter, suit, proceeding or investigation pending or, to Sellers' knowledge, threatened against the Company or any Subsidiary at law, in equity or otherwise, and (ii) there are no outstanding Orders, settlement agreements or similar written agreements affecting the Company or any Subsidiary. 4.8 Compliance with Law. Except as set forth on Schedule 4.8(a), neither the Company nor any Subsidiary is in violation of any Order or Law applicable to its Business, such Person or any of such Person's assets, properties or rights, including any Applicable Privacy Laws, and neither the Company nor any Subsidiary has been charged with, or is, to the Sellers' knowledge, under investigation with respect to any violation of, any applicable Order or Law, 27

except for violations that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The Company and Subsidiaries have the licenses, permits and other governmental authorizations listed on Schedule 4.8(b), which are all of licenses, permits and other governmental authorizations necessary to conduct the Business as presently conducted, except where the failure to have such licenses, permits and other governmental authorizations would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. 4.9 Contracts. (a) Schedule 4.9(a) sets forth a complete list as of the date of this Agreement of any written contract in respect of the Business to which the Company or any Subsidiary is a party or by which any of them is bound other than Employee Benefit Plans (collectively, the "Material Contracts"): (i) that involves the expenditure by the Company or the Subsidiaries of more than $3,000,000 in any instance for the purchase of materials, supplies, equipment or services, excluding any such contract that is terminable by the Company or a Subsidiary without penalty on not more than 90 days notice; (ii) is an indenture, mortgage, loan agreement, capital lease, security agreement, or other agreement for the borrowing of money in excess of $50,000; (iii) that guarantees the obligations of another Person (other than the Company or any Subsidiary) involving the potential expenditure by the Company or the Subsidiaries after the date of this Agreement of more than $50,000, or under which any Person has guaranteed any liabilities or obligations of the Company or any Subsidiary; (iv) that restricts the Company or any Subsidiary after the date of this Agreement from engaging in any line of business in any geographic area or competing with any Person that materially impairs or would reasonably be expected to materially impair the operation of the Business; (v) that is a license agreement (as licensor or licensee) with third parties under which the Company or any Subsidiary is obligated to pay or is expected to receive after the date of this Agreement an amount in excess of $50,000 during any calendar year or that is otherwise material to the Business; (vi) that is a partnership, limited liability company or joint venture agreement; 28

(vii) under which the Company or any Subsidiary has obligations or contingent liabilities after the date of this Agreement relating to the acquisition or sale of any business enterprise; (viii) that is an exclusive distributor, dealer or similar contract; (ix) contracts between the Company or a Subsidiary, on the one hand, and either of the Sellers or any Affiliates of either of the Sellers (excluding the Company and the Subsidiaries), on the other, which provides for aggregate payments after the date hereof by or to the Company or any Subsidiary of more than $250,000 during any one-year period; and (x) any contract that contains rights or obligations relating to both the Business and the Prime Energy Division. (b) Except as set forth in Schedule 4.9(b), each Material Contract is in full force and effect, and is a valid and binding agreement of the Company or a Subsidiary, and, to the Sellers' knowledge, each of the other parties thereto, enforceable against the Company or Subsidiary in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Except as set forth on Schedule 4.9(b), no condition exists or event has occurred that (whether with or without notice or lapse of time or both) would constitute a default by (x) the Company or any Subsidiary under any Material Contract or (y) to the Sellers' knowledge, any other party to any Material Contract, in each case, except for defaults that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Complete copies of (i) each such Material Contract (including all modifications and amendments thereto and waivers thereunder) and (ii) all form contracts, agreements or instruments used in and material to the Business have been made available to each Investor. 4.10 Brokers and Intermediaries. Except for Deutsche Bank AG, London (the "Financial Advisor"), none of the Sellers, the Company or any Subsidiary has employed any broker, finder, advisor or intermediary in connection with the transactions contemplated by this Agreement which would be entitled to a broker's, finder's or similar fee or commission in connection therewith or upon the consummation thereof. ACAB shall bear the cost of any payments to which any Financial Advisor shall be entitled in its engagement with ACAB; provided that, for the avoidance of doubt, ACAB shall not bear the cost of any payments that any Financial Advisor, or any other Person may be entitled in respect of the financing of the transaction contemplated hereby pursuant to an agreement between the Investor and such Person. 4.11 Tax Matters. Except as set forth in Schedule 4.11 or except to the extent arising as a result of the actions and agreements contemplated by Section 7.18: (a) all material Returns required to be filed on or prior to the Closing Date by the Company or any Subsidiary have been, or (to the extent not yet filed) will be, duly and timely filed; (b) such Returns are, or (to the 29

extent not yet filed) will be, true, complete and correct in all material respects; (c) all material Taxes due and payable by the Company or any Subsidiary prior to the Closing Date have been, or will be, duly and timely paid prior to the Closing Date (except for those Taxes being contested in good faith and reflected, in accordance with GAAP, on the financial statements of the Company and the Subsidiaries); (d) there are no agreements or consents currently in effect for the extension or waiver of the time (i) to file any Return of the Company or any Subsidiary or (ii) for assessment or collection of any Taxes of the Company or any Subsidiary; (e) there is no action, suit, proceeding, investigation, audit or claim currently pending, or to the Sellers' knowledge, threatened, regarding any Taxes relating to the Company or any Subsidiary; (f) to the Sellers' Knowledge, no claim for any unpaid material Taxes has become an Encumbrance against any assets or property of the Company or any Subsidiary except for Permitted Encumbrances; (g) all material Taxes that the Company or any Subsidiary are required by law to withhold or collect have been duly withheld or collected and have been timely paid over to the appropriate Governmental Authority to the extent due and payable; (h) to the Sellers' Knowledge, no written claim against or in respect of the Company or any Subsidiary (other than a claim that has been finally settled) has been made by any Governmental Authority in a jurisdiction where the Company or any Subsidiary does not file Returns or pay or collect Taxes in respect of a particular type of Tax imposed by that jurisdiction, that the Company or any Subsidiary may be subject to an obligation to file Returns or pay or collect any Taxes in respect of such Tax in that jurisdiction; (i) except for any group of which the Company is the common parent, neither the Company nor any Subsidiary is or was a member of an affiliated group within the meaning of Section 1504(a) of the Code (or any similar group defined under a similar provision of state, local, or foreign Law) or has any liability for the Taxes of any Person (other than the Company and any Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as transferee or as successor; (j) neither the Company nor any Subsidiary has received or applied for a Tax ruling and has entered into a closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or similar provision of state, local or foreign Law) which closing agreement currently is in effect; (k) neither the Company nor any Subsidiary has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code; (l) neither the Company nor any Subsidiary is (or will be) required to (A) make an adjustment under Section 481(a) of the Code (or any similar provision of state, local or foreign Law) for any taxable period (or portion thereof) beginning after the Closing Date by reason of the manner in which any item was reported on any Return filed (or to be filed) for any taxable year (or portion thereof) ending on or prior to the Closing Date, (B) include any income or gain for any taxable period (or portion thereof) beginning after the Closing Date under Section 453 of the Code (or any similar provision of state, local or foreign Law) (or the so-called "open transaction doctrine") in respect of any transaction that occurred on or prior to the Closing Date or (C) pay any penalty (or was required to pay any penalty) described in Section 6707A(e)(2) of the Code (or any similar provision of state, local or foreign Law) by reason of any transaction undertaken on or prior to the Closing Date; (m) true, correct and complete copies of all income, franchise, sales and use, and other material Returns filed by or with respect to the Company and the Subsidiaries for the past three years have been made available to the Investors; (n) any debt obligations of the Company or any Subsidiary held by any Sellers or any Affiliate thereof 30

(including the "repo" arrangement between RSC and Atlas Copco Nacka Holding AB) is treated for U.S. federal income tax purposes as indebtedness and any interest deductions claimed by the Company or any Subsidiary with respect to any such indebtedness are not subject to any deferral or disallowance provisions under the Code, (o) as of the date hereof, neither the Company nor any Subsidiary has participated in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar provision of state, local, or foreign Law), (p) Schedule 4.11(p) sets forth a list of each contract pursuant to which the Company or any Subsidiary could be liable for the income or franchise Taxes of any other Person (other than any contract as to which any and all liability of the Company or any Subsidiary for any such Taxes is covered by the indemnity in Section 7.5(a)(ii)(B) (Tax Matters) or Section 10.1(a)(vii) or which is required to be cancelled pursuant to Section 7.5(i)), and (q) the Company and the Subsidiaries that are "includible corporations" within the meaning of Section 1504(b) of the Code are members of an "affiliated group" within the meaning of Section 1504(a) of the Code of which the Company is the "common parent" and the Company and the Subsidiaries that are "includible corporations" within the meaning of Section 1504(b) of the Code are permitted to join in filing a consolidated U.S. federal income Tax Return. Sections 4.4 (subject to the qualification in Section 10.1(a)(i)), 4.5(f), 4.6(d), 4.9, 4.11 and 4.12 comprise the sole and exclusive representations and warranties of the Sellers relating to Taxes. 4.12 Employee Benefits. (a) Schedule 4.12(a) sets forth a list as of the date of this Agreement of each "employee benefit plan" (within the meaning of Section 3(3) of ERISA or similar Canadian, state, provincial or local laws), and each other material retirement, hospitalization, medical insurance, life insurance, disability insurance, severance, vacation, change in control, employment, deferred compensation, incentive, bonus, stock option, stock purchase or restricted stock plan, program, agreement or policy in respect of the Business, in each case that is sponsored or maintained by the Company, any Subsidiary, any Seller or any other member of a controlled group of organizations (within the meaning of Section 414(b), (c), (m) or (o) of the Code) of which the Company, a Subsidiary or a Seller is a member ("Controlled Group Member") (collectively, the "Employee Benefit Plans"). All Employee Benefit Plans in which current or former Business Employees participate are so denoted on Schedule 4.12(a). The term "Employee Benefit Plan" shall not include any statutory pension, health or unemployment insurance schemes or other statutory benefit schemes for which the Company, Subsidiaries or Sellers are required to make contributions. (b) With respect to each Employee Benefit Plan, the Sellers have provided or made available to the Investors true and complete copies of all written Employee Benefit Plans; descriptions of all unwritten Employee Benefit Plans; all trust agreements; insurance contracts or other funding arrangements; to the extent required by ERISA, the two most recent actuarial and trust reports; the two most recent Forms 5500 that have been filed and all schedules thereto; the most recent IRS determination letter; the current summary plan description; all currently effective material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation ("PBGC") or the Department of Labor (including a written description of any oral communication); an 31

actuarial study of any post-employment life or medical benefits provided under any such Employee Benefit Plan, if any; currently effective statements or other material communications regarding withdrawal or other material multiemployer plan liabilities, if any; and all amendments and modifications to any such document. All accounting practices and actuarial and other assumptions used in connection with the preparation of all documents described above or in the determination of any funding obligation for any Employee Benefit Plan are reasonable and materially consistent with any applicable Law or Order. (c) Except as set forth on Schedule 4.12(c), each Employee Benefit Plan maintained in the United States that is intended to be qualified within the meaning of Section 401 of the Code has received a favorable determination letter as to its qualification (or has timely filed for such a letter), and nothing has occurred that could reasonably be expected to adversely affect such qualification. Each Employee Benefit Plan that is a retirement plan maintained outside the United States and intended to qualify for tax-favored status has been reviewed and approved for such status by the appropriate government authority, where applicable (or has been submitted for such review and approval within the applicable time period), and nothing has occurred that could reasonably be expected to adversely affect such tax-favored status. (d) There are no pending or, to the Sellers' knowledge, threatened claims or litigations with respect to any Employee Benefit Plan, other than routine claims for benefits by participants and beneficiaries. (e) Except as set forth in Schedule 4.12(e), none of the Company, the Subsidiaries or Sellers has any obligation to contribute to a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA ("Multiemployer Plan"). (f) Except as set forth in Schedule 4.12(f), none of the Employee Benefit Plans are subject to Title IV of ERISA or Section 412 of the Code. Except as set forth in Schedule 4.12(e), with respect to any other plan sponsored, maintained or contributed to by a Controlled Group Member that is subject to Title IV of ERISA (including a Multiemployer Plan), no event or condition has occurred in connection with which the Company or any Subsidiary could be subject to any liability, Encumbrance or lien that would reasonably be expected to have a Material Adverse Effect under ERISA, the Code or any other applicable Law or under any agreement or arrangement pursuant to or under which the Company or any Subsidiary is required to indemnify any person against such liability. (g) The Employee Benefit Plans have been maintained in accordance with their terms and any applicable laws, except where the failure to so maintain the Employee Benefit Plans would not reasonably be expected to have a Material Adverse Effect. All contributions and insurance premiums required by law or any contract to have been made under any of the Employee Benefit Plans have been made by the due date thereof (including any valid extension), except where the failure to make such contributions or premium payments would not reasonably be expected to have a Material Adverse Effect. 32

(h) Except as set forth on Schedule 4.12(h)(i), none of the Employee Benefit Plans provide for continuing medical/dental benefits for any participant or beneficiary following the participant's termination of employment, except as may be required under COBRA (or under similar applicable Canadian, state, federal, provincial or local laws) and at the expense of the participant or beneficiary. Except as set forth in Schedule 4.12(h)(ii), none of the Employee Benefit Plans provide for continuing life insurance for any participant or beneficiary following the participant's termination of employment, except as may be specifically required by applicable law, the terms of the plan or upon the express written election of the participant at the expense of the participant or beneficiary. (i) Except as set forth in Schedule 4.12(i), the consummation of the transactions contemplated by this Agreement, by itself or in combination with any other event, will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Business Employee, nor will such consummation entitle any Person to any payments or enhanced benefits that would be an "excess parachute payment" as defined in Section 280G of the Code that would not be deductible as a result of the operation of Section 280G of the Code. (j) This Section 4.12 and, to the extent applicable, Section 4.11 (Tax Matters) comprise the sole and exclusive representations and warranties of the Sellers relating to employee benefits matters. 4.13 Intellectual Property. (a) Schedule 4.13(a) lists all Owned Intellectual Property that is registered or subject to an application for registration or that is otherwise material to the Business, other than Trade Secrets. Except as set forth on Schedule 4.13(a), the Company and its Subsidiaries are the exclusive owners of the Owned Intellectual Property set forth in Schedule 4.13 and the Trade Secrets owned by the Company or any of its Subsidiaries, free and clear of any Encumbrances other than Permitted Encumbrances. All Software, Trade Secrets and work product developed by or for the Company or any Subsidiary are exclusively owned by the Company or its Subsidiaries, except as set forth on Schedule 4.13(a) and, immediately after the Closing, the Company and its Subsidiaries will continue to be the exclusive owners thereof, on the same terms and conditions as in effect prior to the Closing. Except as set forth on Schedule 4.13(a), none of the Intellectual Property used in the Business is owned by Sellers or any Affiliate of Sellers other than the Company or its Subsidiaries. (b) Schedule 4.13(b) lists all agreements to which the Sellers or any Affiliates, the Company or any of its Subsidiaries is a party or by which any of them is otherwise bound that relate to Intellectual Property used or held for use in the Business, including (i) licenses of Intellectual Property to the Company or any of the Subsidiaries by any other Person, (ii) licenses of Intellectual Property to any other Person by the Company or any of its Subsidiaries, (iii) agreements otherwise granting or restricting the right to use 33

Intellectual Property and (iv) agreements transferring, assigning, indemnifying with respect to or otherwise relating to Intellectual Property used or held for use in the Business. The agreements set forth on Schedule 4.13(b) are covered by representations and warranties in Section 4.9(b) (Contracts). (c) The conduct of the Business does not infringe or otherwise conflict with the rights of any Person in respect of any Intellectual Property. To the knowledge of the Sellers, none of the Owned Intellectual Property or any Intellectual Property owned by the Sellers or an Affiliate (other than the Company and its Subsidiaries) and used in the Business is being infringed or otherwise used or being made available for use by any Person without a license or permission from the Company or its Subsidiaries, except as set forth in Schedule 4.13(c). (d) The Company or one of its Subsidiaries has taken commercially reasonable actions to protect the Owned Intellectual Property under applicable Law (including making and maintaining in full force and effect any appropriate filings, registrations and issuances). Each of the Company and its Subsidiaries has taken commercially reasonable actions necessary to maintain the secrecy of confidential Intellectual Property used in the Business. To the Knowledge of the Sellers, none of the Company or its Subsidiaries is using any material Owned Intellectual Property in a manner that would reasonably be expected to result in the cancellation or unenforceability of such Owned Intellectual Property. (e) The Owned Intellectual Property and the Intellectual Property covered by the agreements set forth or required to be set forth on Schedule 4.13(b) constitute all of the Intellectual Property used in and material to the Business. Except as set forth on Schedule 4.13(e), the Interim Transfer will have no effect on the Intellectual Property used or held for use in the Business or the terms and conditions for such use and immediately after the Closing, the Company and its Subsidiaries will have the right to use all Intellectual Property used in the Business in accordance with the agreements listed or required to be listed on Schedule 4.13(b) on the same terms and conditions as in effect prior to the Closing. 4.14 Environmental Matters. Except as set forth on Schedule 4.14 and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) the Company and each Subsidiary is and has been in compliance with all Environmental Laws and is in possession of and compliance with all permits and authorizations required under Environmental Laws; (b) neither the Company nor any Subsidiary has received any Environmental Claim and no Environmental Claim against the Company or any Subsidiary is pending or, to the Sellers' knowledge, is any Environmental Claim threatened; 34

(c) neither the Company nor any Subsidiary has entered into, has agreed to, or is subject to, any decree or order or other similar requirement of any Governmental Authority under any Environmental Laws; (d) neither the Company nor any Subsidiary has Released Hazardous Materials into the environment in violation of Environmental Laws or in a manner that has resulted or would reasonably be expected to result in liability under Environmental Laws, and to the Sellers' knowledge, no other Person has Released Hazardous Materials into the environment at any property currently or formerly owned or operated by the Company or any Subsidiary in violation of Environmental Laws or in a manner that has resulted or would reasonably be expected to result in liability under Environmental Laws. (e) the consummation of the transactions contemplated hereby require no notice to or approval from any Governmental Authority under any Environmental Law; and (f) Sellers have made available to Investors all material environmental assessments, audits, investigations, studies and documents relating to properties or assets currently or formerly owned, leased or used by the Company or any Subsidiary. (g) This Section 4.14 and Sections 4.4 (Financial Statements), 4.5 (Absence of Certain Changes or Events) and 4.8 (Compliance with Law) comprise the sole and exclusive representations and warranties of the Sellers relating to Environmental Laws and Hazardous Materials. 4.15 Labor Matters. Except as set forth in Schedule 4.15, as of the date hereof: (i) none of the Company, the Subsidiaries or the Sellers in respect of the Business is a party to any collective bargaining contract or agreement, nor is any such contract or agreement presently being negotiated; (ii) there is no unfair labor practice charge or complaint pending or, to the Sellers' knowledge, threatened against the Company, a Subsidiary or a Seller in respect of the Business; (iii) there is no, nor during the two years preceding the date hereof, has there been any labor strike, slowdown, work stoppage, or lockout in effect, or, to the Sellers' knowledge, threatened against or otherwise affecting the Company, a Subsidiary or a Seller in respect of the Business; (iv) none of the Company, the Subsidiaries or the Sellers in respect of the Business is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (v) the Company, the Subsidiaries and the Sellers in respect of the Business are in compliance with their obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN Act") and any similar Canadian, state, federal, provincial or local laws; and (vi) there is no effort to organize employees of the Company, any Subsidiary or a Seller in respect of the Business which is pending or, to the Sellers' knowledge, threatened as of the date hereof. 4.16 Sufficiency of Assets. Except as set forth on Schedule 4.16, the Assets and the services of the Business Employees, together with the assets, services and rights that are the subject of, or that otherwise will be available to the Investor through, the Ancillary Agreements, comprise all of the assets, properties and rights required for the conduct of, and are sufficient to operate, the Business as conducted on the date of this Agreement by the Sellers and their 35

Affiliates. The Assets are in good repair and operating condition (subject to normal wear and tear and maintenance consistent with the past practice of the Business) and are adequate and suitable for the purposes for which they are presently being used or held for use. None of the Assets have been or will be transferred to either Seller or any Seller Affiliate in the Interim Transfer or otherwise. None of the Company or any Subsidiary owns any assets, other than trademark registrations referenced on Schedule 4.13(a), or conducts any business in Mexico. 4.17 Insurance. Schedule 4.17A lists, and the Sellers have made available to the Investors complete copies of, all insurance policies (including fidelity bonds and other similar instruments) and self insurance programs relating to the Assets, the Business or the employees, officers or directors of the Company and the Subsidiaries, showing as to each policy the carrier, policy number, expiration date and a general description of the type of coverage provided (including without limitation whether it is a "claims made" or "occurrence" based policy). There is no claim by or with respect to the Company or any Subsidiary pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies or in respect of which such underwriters have reserved their rights, except as set forth in Schedule 4.17B. All premiums payable under such policies have been timely paid, and the Sellers, the Company and their respective subsidiaries have otherwise complied fully with the terms and conditions of such policies. The Sellers have provided to the Investors copies of all loss runs of or relating to the Business for all periods since January 1, 2003. The consummation of the transactions contemplated by this Agreement will not adversely affect the availability, claims procedures or cost of coverage for the Business under any policy or program listed on Schedule 4.17A in respect of events occurring prior to the Closing. 4.18 Suppliers. Schedule 4.18 lists (i) the names and addresses of each supplier (including any Affiliates of Seller) from which the Business, individually or in the aggregate, ordered equipment, supplies or other products or services with an aggregate purchase price of $3,000,000 or more during the twelve-month periods ended December 31, 2004 and December 31, 2005 and (b) the amount of purchases from each such supplier during such periods. Since December 31, 2005, there has not been any material adverse change in the terms and conditions of sale of such raw equipment, supplies or other products or services, and the Sellers have no knowledge that there will be such change (other than general and customary price increases) after the Closing Date including as a result of this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby. 4.19 Intercompany Accounts; Transactions with Affiliates. (a) Schedule 4.19(a) lists all balances as of June 30, 2006, between any Seller or any of its Affiliates (other than the Company and the Subsidiaries), on the one hand, and the Company or any Subsidiary, on the other hand. Since June 30, 2006, there has not been any accrual of liability by the Company or any Subsidiary to any Seller or any of their Affiliates (other than the Company and its Subsidiaries) or other transaction between the Company or any Subsidiary and any Seller or any of their Affiliates (other than the Company and its Subsidiaries), except, with respect to the period prior to the date of this Agreement, in the ordinary course of business of the Business consistent with past practice, and thereafter, as provided in Schedule 4.19(a). 36

(b) Schedule 4.19(b) lists all agreements, arrangements and other commitments or transactions related to the Business to or by which the Company or any Subsidiary, on the one hand, and any Seller or any of its Affiliates (other than the Company or any Subsidiary), on the other hand, are or have been a party or otherwise bound or affected (each, an "Affiliate Transaction") and that (i) relate to the Business and are currently pending or in effect or (ii) do not relate to the Business and will be or remain in effect after the Closing. Except as set forth on Schedule 4.19(b), each Affiliate Transaction entered into since December 31, 2003 was on terms and conditions no more favorable to the Company and its Subsidiaries than as would have been obtainable by them at the time in a comparable arm's length transaction with a Person other than any Seller or any of their Affiliates. 4.20 Disclaimer of Other Representations and Warranties; Disclosure. (a) None of the Company, the Subsidiaries or Sellers or anyone acting or purporting to act on their behalf makes or has made any representations or warranties relating to the Business, the Company, any Subsidiary or a Seller or otherwise in connection with the transactions contemplated hereby other than those expressly set out in Articles 4 and 5 hereof. Without limiting the generality of the foregoing, none of the Company, the Subsidiaries or Sellers or anyone acting or purporting to act on their behalf has made, or shall be deemed to have made, any representations or warranties in the Confidential Information Memorandum dated March 2006 (the "Information Memorandum"), in the management presentations relating to the Business prepared in consultation with the Financial Advisor and presented to the Investors in April/May 2006 or in any other presentation of the Business in connection with the transactions contemplated hereby, materials included in the on-line data room hosted by DataSite, contained in any responses to due diligence requests made by the Investors or in any other materials delivered to the Investors in connection with any other such presentation (collectively, including the Information Memorandum, the "Offering Materials and Presentations"), and no statement contained in the Offering Materials and Presentations shall be deemed a representation or warranty hereunder or otherwise. It is understood that any cost estimates, projections or other predictions, any data, any financial information (except to the extent expressly provided in Section 4.4 (Financial Statements)) or any memoranda of offering materials or presentations, including but not limited to the Offering Materials and Presentations, are not and shall not be deemed to be or to include representations or warranties of the Company, any Subsidiary or a Seller. No Person has been authorized by the Company, any Subsidiary or a Seller to make any representation or warranty relating to the Company, any Subsidiary or a Seller or otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by the Company, any Subsidiary or a Seller. (b) Whenever a representation or warranty made by the Sellers herein refers to the "knowledge of Sellers," "Sellers' knowledge" or a phrase of similar meaning, such knowledge shall be deemed to consist only of the actual knowledge of Freek Nijdam (after due inquiry of William Thomas), Mark Cohen, Erik Olsson, Keith Sawottke, Kevin 37

Loughlin, Patricia Chiodo, James Quarry (but only with respect to Sections 4.6 and 4.14), Scott Frisbie (but only with respect to Section 4.13), Ellen Steck (but only with respect to Section 4.13), David Curto (but only with respect to Sections 4.11 and 4.6(d)) and Joseph Turturica (but only with respect to Sections 4.12 and 4.15). No Seller has any duty to undertake any investigation concerning any matter as to which a representation or warranty is made as to the Sellers' knowledge. ARTICLE 5 FURTHER REPRESENTATIONS AND WARRANTIES OF THE SELLERS Except as otherwise set forth in the Schedules attached hereto, the Sellers represent and warrant to the Investors, the Company and the Subsidiaries: 5.1 Organization and Authority of the Sellers; Enforceability. Each Seller is a corporation or other business entity duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. Each Seller has all requisite corporate or other power and authority to own its assets and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of the Sellers to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes the valid, binding and enforceable obligation of each Seller, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 5.2 Ability to Carry Out the Agreement. The execution, delivery and performance by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby do not and will not (i) violate, conflict with or result in a breach of the organizational documents of either of the Sellers, (ii) violate, conflict with or result in a breach of, or constitute a default by either of the Sellers (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of either of the Sellers under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which either of the Sellers or any of their respective properties may be bound, (iii) violate or result in a breach of any Order or Law applicable to either of the Sellers or any of their respective properties or (iv) except for applicable requirements of the HSR Act, Other Competition Laws and as may be required by the ownership of any Investor, require any Consent of, or notice to, any Governmental Authority or any other Person; except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect or a 38

material adverse effect on the ability of either of the Sellers to consummate the transactions contemplated by this Agreement. 5.3 Litigation. There is no action, suit, proceeding or investigation pending or, to the Sellers' knowledge, threatened against either Seller at law, in equity or otherwise, in, before, or by any Governmental Authority that would be reasonably likely to have a material adverse effect on the ability of either of the Sellers to consummate the transactions contemplated by this Agreement. 5.4 Compliance with Laws. Governmental Authorizations. Neither of the Sellers is in violation of any Order or Law applicable to it or any of its properties, except for violations that would not, individually or in the aggregate, be reasonably likely to materially impede or delay the ability of either Seller to consummate the transactions contemplated by this Agreement. The Sellers have all licenses, permits and other governmental authorizations necessary to conduct their businesses as currently conducted, except where the failure to have such licenses, permits and other governmental authorizations would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of either of the Sellers to consummate the transactions contemplated by this Agreement. ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS Except as otherwise set forth in any Schedule attached hereto, the Ripplewood Parties represent and warrant to the Sellers with respect to each Ripplewood Party, and the Oak Hill Parties represent and warrant to the Sellers with respect to each Oak Hill Party: 6.1 Organization and Authority of the Investors; Enforceability. Each Investor is a corporation or other business entity duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. Each Investor has all requisite corporate or other power and authority to own its assets and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company or similar action on the part of each Investor. This Agreement has been duly executed and delivered by each Investor and constitutes the valid, binding and enforceable obligation of such Investor, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 39

6.2 Ability to Carry Out the Agreement. The execution, delivery and performance by each Investor of this Agreement and the consummation by such Investor of the transactions contemplated hereby do not and will not (i) violate, conflict with or result in a breach by such Investor of its certificate of formation, operating agreement or equivalent organizational documents, (ii) violate, conflict with or result in a breach of, or constitute a default by such Investor (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of such Investor under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which such Investor or any of its properties may be bound, (iii) violate or result in a breach of any Order or Law applicable to such Investor or any of its properties or (iv) except for applicable requirements of the HSR Act or Other Competition Laws require any Consent of, or notice to, any Governmental Authority or any other Person; except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Investor to consummate the transactions contemplated by this Agreement. 6.3 Litigation. There is no action, suit, proceeding or investigation pending or, to any Investor's knowledge, threatened against any Investor at law, in equity or otherwise, in, before, or by any Governmental Authority that would be reasonably likely to have a material adverse effect on the ability of the Investors to consummate the transactions contemplated by this Agreement. 6.4 Compliance with Laws; Governmental Authorizations. None of the Investors is in violation of any Order or Law applicable to it or any of its properties, except for violations that would not, individually or in the aggregate, be reasonably likely to materially impede or delay the ability of the Investors to consummate the transactions contemplated by this Agreement. The Investors have all licenses, permits and other governmental authorizations necessary to conduct its business as currently conducted, except where the failure to have such licenses, permits and other governmental authorizations would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability of the Investors to consummate the transactions contemplated by this Agreement. 6.5 Financial Resources. An Affiliate of the Investors has delivered to the Sellers a complete and correct copy of financing commitment letters dated October 6, 2006, obtained by such Affilaite in respect of the financing of the transactions contemplated by this Agreement (the "Commitment Letters"). Assuming that the financings contemplated by the Commitment Letters are consummated in accordance with the terms thereof, the funds to be obtained thereunder by one or more of the Subsidiaries will, together with the funds to be obtained by the Company pursuant to Sections 2.2 and 2.4(b), provide sufficient funds to pay the Purchase Price. As of the date hereof, the Commitment Letters are in full force and effect to the extent of the terms thereof. 6.6 Purchase of Reissued Shares, etc. (a) The Investors understand that the purchase of the Reissued Shares involves a high degree of risk, that there is no established market for the Reissued Shares and that it 40

is not likely that any public market for the Reissued Shares will develop in the near future. (b) The Investors are acquiring the Reissued Shares for their own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. (c) The Investors have such knowledge and experience in financial and business matters that the Investors are capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. (d) Each Investors is an "accredited investor" as that term is defined in Regulation D under the Securities Act. 6.7 No Brokers' or Other Fees. None of the Investors or any of their respective Affiliates has employed any broker, finder, advisor or intermediary in connection with the transactions contemplated by this Agreement which would be entitled to a broker's, finder's or similar fee or commission in connection therewith or upon the consummation thereof. 6.8 Disclaimer of Other Representations and Warranties. None of the Investors makes or has made any representations or warranties in connection with the transactions contemplated hereby other than those expressly set out in this Article 6. ARTICLE 7 CERTAIN COVENANTS AND AGREEMENTS OF THE SELLERS AND THE INVESTORS 7.1 Access and Information. Except as otherwise provided pursuant to Section 7.5 (Tax Matters) hereunder with respect to Tax matters and Tax records: (a) The Company agrees that from the Closing and until the seventh anniversary of the Closing, it shall permit, and shall cause the Subsidiaries to permit, at no cost to the Sellers and without disruption of the business of the Investors, the Company or any of their respective Affiliates, the Sellers and their respective counsel, accountants and other authorized representatives to have reasonable access during normal business hours to the officers, directors, employees, accountants and other advisors and agents, properties, books, records and contracts of the Company, the Subsidiaries and the Business, and the right (at the reasonable expense of the Sellers) to make copies and extracts from such books, records and contracts, in each case to the extent necessary to facilitate the resolution of any claims made by or against or incurred by the Sellers, other than any such claim with respect to which the Investors or the Company reasonably determines that the interests of the Sellers and the Investors or the Company are adverse. Notwithstanding the foregoing, neither the Investor nor the Company shall be under any obligation to provide such access to the extent either of them reasonably determines that allowing such access would constitute a waiver of, or compromise any claim the 41

Investors or the Company may have to, the protection of any attorney-client or other protective privilege. (b) The Company agrees not to, and to cause its Affiliates not to, destroy at any time any files or records which are subject to Section 7.1(a) without giving prior written notice to the Sellers, and giving the Sellers 60 days following receipt of such notice to request in writing that specific records intended to be destroyed be delivered to either of the Sellers at such Seller's expense. (c) During the Pre-Closing Period, the Sellers will afford to the Investors and their respective counsel, accountants and other authorized representatives, and the Investors shall afford the Sellers and their respective counsel, accountants and other authorized representatives, reasonable access to the officers, directors, employees, accountants and other advisors and agents, properties, books, records and contracts of the Business, on the one hand, or the Investors, on the other hand, provided in any event that such access does not interfere with normal business operations. The parties agree that the provisions of the Confidentiality Agreements shall continue in full force and effect following the execution and delivery of this Agreement, that the protections and restrictions on the use of information set forth in the Confidentiality Agreements shall apply to information provided by the Investors or any of their respective Affiliates pursuant to this Section 7.1(c) and all information obtained pursuant to this Section 7.1(c) shall be kept confidential in accordance with the Confidentiality Agreements. 7.2 Conduct of Business. (a) Without the consent of the Investors, which consent shall not be unreasonably withheld or delayed, except as otherwise expressly contemplated by this Agreement or as disclosed on Schedule 7.2, during the Pre-Closing Period, the Sellers shall in respect of the Business, and shall cause the Company and the Subsidiaries to, (i) conduct the Business in the ordinary course consistent with past practice and (ii) use their commercially reasonable efforts to maintain relationships at least as favorable to the Business as currently existing with suppliers, customers, employees and others having material business relationships with them in respect of the Business. Except as otherwise expressly contemplated by this Agreement (including the Financing Transactions contemplated hereby) and except as set forth on Schedule 7.2, during the Pre-Closing Period, the Sellers shall not in respect of the Business, and shall cause the Company and the Subsidiaries not to, do any of the following without the prior written consent of the Investors (which consent shall not be unreasonably withheld or delayed): (i) sell, encumber (other than Permitted Encumbrances), exclusively license or otherwise dispose of assets, properties or rights outside of the ordinary course of business having an aggregate value exceeding $1,000,000; (ii) acquire assets, properties or rights outside of the ordinary course of business having an aggregate value exceeding $750,000; 42

(iii) merge or consolidate with any Person (other than the Company or a Subsidiary); (iv) increase the compensation of any Business Employee whose total salary and compensation after such increase would be at an annual rate in excess of $100,000, other than as required by any agreement in effect as of the date hereof or as required by Law or Order or, with respect to the Company, hire any employee; (v) make any change in the accounting methods or practices followed by the Sellers in respect of the Business (other than such changes that have been required by Law or GAAP or permitted by Law or GAAP and recommended by the Company's and the Subsidiaries' independent accounting firm), including any change as a result of which any lease accounted for as of the date hereof as a capital lease becomes accounted for as an operating lease; (vi) enter into any contract that restricts the Company or any Subsidiary after the date of this Agreement from engaging in any line of business in any geographic area or competing with any Person; (vii) other than in the ordinary course of business, enter into, terminate or make any amendment to a Material Contract; (viii) replace, or substitute for any such lease, or substitute any lease accounted for as of the date hereof as a capital lease with any lease accounted for as an operating lease; (ix) other than (A) as required by any agreement in effect as of the date hereof and as disclosed on Schedule 7.2, (B) as expressly contemplated by the terms of this Agreement, or (C) as required by Law or Order, enter into, adopt or amend any employment, consulting or severance agreement or employee benefit plan with or for the benefit of any Business Employees or for which the Company or any Subsidiary would be liable after the Closing; (x) enter into any collective bargaining agreements except for renewals or extensions of existing agreements; (xi) except in connection with the Interim Transfer, declare any dividends (other than dividends payable in cash) or make any other non-cash payment or distribution in respect of any capital stock or other equity interests of the Company or a Subsidiary; (xii) (A) conduct any Tax affairs relating to the Company or the Subsidiaries other than in the ordinary course of business, in compliance with Law and in substantially the same manner as heretofore conducted and 43

in good faith in substantially the same manner as such affairs would have been conducted if this Agreement had not been entered into, (B) make or change any material Tax election, settle or compromise any material liability for Taxes, obtain any Tax ruling or amend any Return or (C) participate in a transaction that, at the time the transaction is undertaken, is a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar provision of state, local, or foreign Law); (xiii) issue, deliver, award, pledge, grant or sell, or authorize the issuance, delivery, pledge, award, grant or sale of, the Shares or any shares of any class of capital stock, quotas or other equity interests, any securities convertible into or exercisable or exchangeable for such shares or other equity interests of the Company or any Subsidiary, or any rights, warrants or options or other stock-based awards to acquire any such shares or other equity interests, or amend or otherwise modify the terms of any such rights, warrants or options; (xiv) cancel or terminate any insurance policy of the Company or any Subsidiary; or (xv) agree or commit to do any of the foregoing. (b) For purposes of this Agreement, the term "commercially reasonable efforts" shall not be deemed to require any Person to give any guarantee or other consideration of any nature, including in connection with obtaining any consent or waiver or to consent to any change in the terms of any agreement or arrangement. 7.3 Regulatory Filings and Consents. (a) Without prejudice to the Investors' obligations set forth in Section 7.3(c), each of the Sellers and the Investors shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated by this Agreement by any Governmental Antitrust Authority (which actions shall include, without limitation, furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Antitrust Authority), including filing, or causing to be filed, as promptly as practicable, any required notification and report forms (x) under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") or (y) under Other Competition Laws with the applicable Governmental Antitrust Authority, (ii) to obtain any Consent of any Governmental Antitrust Authority required to be obtained or made by the Sellers or the Investors, or any of their respective Subsidiaries or Affiliates in connection with the transactions contemplated by this Agreement or the taking of any action contemplated by 44

this Agreement, and (iii) to take any action necessary to defend vigorously, lift, mitigate or rescind the effect of any litigation or administrative proceeding involving any Governmental Antitrust Authority adversely affecting this Agreement or the transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision. Without limitation of the foregoing, the Sellers, the Investors and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or any Other Competition Laws or enter into any agreement with any Governmental Antitrust Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto. (b) Without limiting the generality of the undertakings and subsections (a) and (c) of this Section 7.3 and subject to appropriate confidentiality protections, the Sellers and the Investors shall each furnish to the other such necessary information and reasonable assistance as the other party may request in connection with the foregoing and shall each promptly provide counsel for the other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Antitrust Authority and any other information supplied by such party and such party's Affiliates to a Governmental Antitrust Authority in connection with this Agreement and the transactions contemplated by this Agreement. Each party shall, subject to applicable Law, permit counsel for the other party to review in advance any proposed written and, if practicable, oral, communication to any Governmental Antitrust Authority. Upon the terms and subject to the conditions herein provided, in case at any time after the Closing Date any further action is necessary or desirable to secure the approvals from any and all Governmental Antitrust Authorities necessary to carry out the purposes of this Agreement, the proper officers and/or directors of the parties shall use their commercially reasonable efforts to take or cause to be taken all such further action. (c) The Investors shall be responsible for making all filings and giving all notices relating to, and otherwise pursuing all Consents of non-U.S. Governmental Authorities and making all registrations and filings with non-U.S. Governmental Authorities (collectively, the "Foreign Governmental Consents"), which are required in connection with the transactions contemplated by this Agreement and shall promptly provide a copy of any such filings or notices to the Sellers. The Investors shall be responsible for making or giving all Foreign Governmental Consents required to be made or given subsequent to the Closing Date. In connection with and as a condition to the Investors' obligations under the preceding sentence, the Sellers shall cooperate with and provide the Investors reasonable assistance in identifying and obtaining all such Consents and in making all such notices, registrations and filings. (d) Without limiting the generality of the undertakings and subsections (a), (b) and (c) of this Section 7.3, the Sellers and the Investors agree to take or cause to be taken the following actions: (i) provide as promptly as practicable information and documents requested by any Governmental Antitrust Authority necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, (ii) a proffer by the Investors of their willingness to (x) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, any entities, assets or facilities of the Company 45

or a Subsidiary or any entity, facility or asset of the Investors or their respective Affiliates, (y) terminate, amend or assign such existing relationships and contractual rights and obligations (other than termination that would result in a breach of a contractual obligation to a third party) and (z) amend, assign or terminate such existing licenses or other agreements (other than a termination that would result in a breach of a license or such other agreement with a third party) and to enter into such new licenses or other agreements (and, in each case, to enter into agreements with the relevant Governmental Antitrust Authority giving effect thereto) in each case with respect to the foregoing clauses (x), (y) or (z) if such action is necessary or reasonably advisable or as may be required by any Governmental Antitrust Authority, provided that any such action contemplated by this clause (ii) shall not be required to be effective prior to the Closing and (iii) take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of any such transaction, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (ii) of this subsection (d)) necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. The Sellers and the Investors agree to offer the other party, if possible, a reasonable opportunity to participate in all telephonic conferences and all meetings with a Governmental Antitrust Authority. (e) The filing fees under the HSR Act or any Other Competition Laws, as well as the fees and disbursements of any legal counsel or other advisor jointly retained by the parties in connection with any such filings, shall be paid by the Investors; provided that, after the Closing, the Company shall reimburse the Investors for such fees and expenses. (f) Except as set forth in Sections 7.3(a)-(b) and (d)-(e), the Sellers shall, and shall cause their Affiliates to, use their commercially reasonable efforts to obtain as promptly as practicable all Consents of any Governmental Authority or any other third party required in connection with, and any waivers of any breaches or violations of any contracts, permits, leases, licenses or other agreements that may be caused by the consummation of, the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this provision 7.3(f), this Agreement shall not constitute an agreement to assign or transfer any approval of a Governmental Authority, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of such Governmental Authority or third party would constitute a breach or violation thereof. In the event any such Consent is not obtained on or prior to the Closing Date, Sellers shall continue to use its commercially reasonable efforts to obtain any such Consent after the Closing Date until such time as such Consent has been obtained, and Sellers will cooperate with the Investors and the Company in any lawful and economically feasible arrangement to provide that the Investors and the Company shall receive the interest of Sellers, as the case may be, in the benefits under any such approval of a Governmental Authority, 46

instrument, contract, lease or permit or other agreement or arrangement, including performance by Sellers, as the case may be, as agent, if economically feasible, provided that the Company shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Company would have been responsible therefor hereunder if such consent or approval had been obtained. 7.4 Employee Matters; Labor Matters. (a) Employment. Prior to, or in connection with, the Closing, the Investors shall take no action to cause the Company, the Subsidiaries or the Sellers to terminate the employment of any Business Employee, and the Company, the Subsidiaries and the Sellers shall be under no obligation to terminate any Business Employee (other than the Retained Employees) prior to or on the Closing Date. Each Business Employee shall continue to be an employee of a Subsidiary as of the Closing Date. Retained Employees shall be terminated by the Company or Subsidiaries as applicable, and shall be offered employment with a Seller Affiliate prior to or on the Closing Date, thereby effecting a transfer of employment from Company or Subsidiaries to Seller Affiliate. The Sellers shall be solely responsible for any costs or liabilities incurred in connection with such termination and transfer of employment. From the date of execution hereof until December 31, 2007, the Investors shall take no action, and from Closing until December 31, 2007, the Company and the Subsidiaries shall take no action, either directly or indirectly, to (i) reduce or diminish any credit of any Business Employee in respect to such employee's time of service with the Company, the Subsidiaries or any Seller Affiliate for purposes of qualifying for any benefit or participation in any employee benefit plan, or (ii) lengthen the amount of service required for any Business Employee to qualify for any benefit or for participation in any employee benefit plan. (b) Prior Service; Deductibles. The Company or the Subsidiaries shall recognize each Business Employee's service with the Company, the Subsidiaries or any Seller Affiliate or their respective predecessors as of the Closing as service with the Company, the Subsidiaries or from and after Closing any of their respective Affiliates, as applicable, for all purposes, in the employee welfare benefit plans, employee pension plans, vacation, disability, severance and other employee benefit plans, arrangements or policies of the Company or the Subsidiaries. In addition, the Company and the Subsidiaries shall not alter, amend or replace any employee welfare benefit plan, unless the same provides that it shall waive any pre-existing condition limitations and eligibility waiting periods under the employee welfare benefit plans applicable to Business Employees or their respective spouses or dependents and shall recognize (or cause to be recognized) the monetary amount of all expenses incurred by Business Employees and their respective spouses or dependents during the calendar year in which the Closing occurs for purposes of satisfying the deductibles and co-payment or out-of-pocket limitations for such calendar year under any altered, amended or replacement employee welfare benefit plans, as applicable. The Company shall treat the original date of hire with the Company, the Subsidiaries or any Seller Affiliate as the date of hire with the Company or the Subsidiaries for all employee benefit purposes. 47

(c) Accrued Vacation. The accrued and unused vacation days and any personal and sickness days for each Business Employee, accrued in accordance with the vacation and personnel policies and labor agreements of the Subsidiaries in effect as of the Closing, shall be carried forward after Closing. (d) Severance Obligations. The Company shall, or shall cause the Subsidiaries to, be responsible for any claim made on or after the Closing Date by any Business Employee for severance or other separation benefits, or for any contractual, statutory or other claims, in each case arising out of or in connection with any termination of employment after the Closing. Nothing contained in this Section 7.4(d) shall make the Company or any of its Affiliates, or from and after Closing, the Company and Subsidiaries liable in any respect for the Retention Benefit Agreements which shall be and remain the liability of Sellers and Sellers Affiliates under the terms of Section 7.4(f) below. (e) Retirement Plans. (i) Prior to, or contemporaneous with, Closing, Sellers shall cause the Company to establish the RSC 401(k) Plan for participants who are not covered by a collective bargaining agreement, and the RSC 401(k) Union Savings Plan for participants who are covered by a collective bargaining agreement (collectively the "Business Defined Contribution Plans"), and the terms of the Business Defined Contribution Plans shall be substantially identical to the ACNA 401(k) Plan (the "Seller Defined Contribution Plan"), except that only Business Employees shall be eligible to be participants in the Business Defined Contribution Plans. Prior to or contemporaneous with the Closing, the participation of each Business Employee in the ACNA 401(k) Plan shall cease, and the account of each Business Employee, including any notes evidencing loans under the Seller Defined Contribution Plan, shall be transferred in kind directly to the appropriate Business Defined Contribution Plan. Subsequent to the transfer of the accounts of the Business Employees from the Seller Defined Contribution Plan to the Business Defined Contribution Plans, and not later than Closing, Sellers shall cause a Seller Affiliate to become the new sponsor of the Seller Defined Contribution Plan. (ii) Prior to, or contemporaneous with, Closing, Sellers shall cause a Seller Affiliate to become the new sponsor of the Atlas Copco Pension Plan. All participants in the Atlas Copco Pension Plan (the "Pension Plan") as of the Closing Date shall remain participants on the same basis as immediately prior to Closing, except that the participation of the Business Employees covered by the collective bargaining agreement between RSC, or its predecessors, and Local 324 of the International Union of Operating Engineers (the "Local 324 CBA") shall be terminated prior to Closing. From and after Closing, ACAB shall indemnify and hold harmless the Investor Indemnified Parties from and against any liability related to any 48

modification or renegotiation of the Local 324 CBA in connection with the termination of the participation of the members of that bargaining unit from participation in the Atlas Copco Pension Plan. (iii) The Sellers shall make all required filings with the PBGC in connection with transactions contemplated in Section 7.4(e)(ii) and shall, prior to the Closing, take all reasonable steps necessary to avoid any action by the PBGC to terminate the Pension Plan. The Sellers shall keep the Investors timely and fully informed regarding any communications and discussions with the PBGC regarding the foregoing. (f) Employment Agreements. The Company shall assume and be responsible for all obligations arising under the agreements with certain Business Employees set forth in Schedule 7.4(f)(A). ACAB shall cause a Seller Affiliate to assume the full liability for and to pay all amounts due any Business Employee under the terms of the Retention Benefit Agreements, and from and after Closing, shall indemnify and hold harmless the Investor Indemnified Parties from and against any claim under the Retention Benefit Agreements. (g) Flexible Benefits. (i) To the extent Business Employees contributed to a dependent care or medical expense reimbursement account under a plan sponsored by the Company or a Subsidiary ("Business Employee Flexible Account Plan") during the calendar year that includes the Closing, the Company or Subsidiary, as applicable, shall maintain the account balances of such Business Employees for such calendar year under the Business Employee Flexible Account Plan, and provide dependent care and medical expense reimbursement account programs in accordance with the terms of the Business Employee Flexible Account Plan at least through the end of the plan year in effect as of the Closing. The Company and Subsidiary, as applicable, shall be responsible for all liability for, and administration of, reimbursement claims of Business Employees that have not been received prior to the Date of Closing, regardless of when the claim was incurred. From and after Closing, the Company shall indemnify and hold harmless Sellers and Seller Affiliates of and from any and all liability under the Business Employee Flexible Account Plan. (ii) To the extent Retained Employees contributed to a dependent care or medical expense reimbursement account under a plan sponsored by the Company or a Subsidiary ("Retained Employee Flexible Account Plan") during the calendar year that includes the Closing, the Sellers shall cause the Transferred Companies and Assets or a Seller Affiliate, as applicable, to accept transfer of and maintain the account balances of such Retained Employees for such calendar year under the Retained Employee Flexible Account Plan, and provide dependent care and medical expense reimbursement account programs in accordance with the terms of the Retained Employee Flexible Account Plan at least through the end of the plan year in effect as of the Closing. The designated Seller Affiliate administering the Retained Employee Flexible Account Plan, as applicable, shall be responsible for all liability for, and administration of, reimbursement claims by Retained Employees that have not been received prior to the Date of Closing, regardless of when the claim was incurred. From and after Closing, 49

Sellers shall indemnify and hold harmless the Investor Indemnified Parties from and against any and all liability under the Retained Employee Flexible Account Plan. (h) Labor Matters. (i) The Company and Subsidiaries shall not, at any time prior to 90 days after the Closing Date, effectuate a "plant closing" or "mass layoff", as those terms are defined in the WARN Act, affecting in whole or in part any site of employment, facility, operating unit or employee with respect to the Business (regardless whether the employment losses occur before or after the Closing Date) without complying with the notice requirements and all other provisions of the WARN Act or any similar Canadian, federal, provincial or local law. The Sellers agree that between the date hereof and the Closing Date, they will cause the Company and the Subsidiaries not to effect or permit a "Plant Closing" or "Mass Layoff" as these terms are defined in the WARN Act without notifying the Investors in advance and without complying with the notice requirements and all other provisions of the WARN Act or any similar Canadian, federal, provincial or local law. (ii) The Investors and the Sellers shall cooperate in connection with any required notification to, or any required consultation with, the employees, employee representatives, work councils, unions, labor boards and relevant government agencies concerning the transactions contemplated hereby with respect to the Business Employees who are employed outside the United States (the "Non-U.S. Employees"). (iii) A breach by the Company or the Sellers of their respective obligations under this Section 7.4(i) shall give rise to an obligation by the breaching party to indemnify, defend and hold harmless the non-breaching party from and against any and all damages incurred thereby or caused thereto under or pursuant to the WARN Act or any similar Canadian, state, provincial or local law, based on, arising out of, resulting from or relating to any act or omission to act by or of the breaching party with regard to any single site of employment, facility, operating unit or employee of the breaching party. (iv) On or prior to the Closing, the Sellers will have assumed any and all obligations with respect to any share appreciation right granted to any employee of the Company or any Subsidiary. (i) No Additional Rights. Nothing in this Section 7.4 expressed or implied shall confer upon any of the Business Employees or any of the employees of the Investors, the Sellers, the Company, Subsidiaries or any of their Affiliates, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. 50

(j) Transfers of Plans. The ACNA Nonqualified Deferred Compensation Savings Plan and the ACNA Non-Qualified Deferred Compensation Plan shall be transferred to a new sponsor that is a Seller Affiliate. The Sellers shall cause such Seller Affiliate to administer such Plans in accordance with their terms, and promptly pay all amounts due to Business Employees thereunder under such plans. 7.5 Tax Matters. (a) ACAB, on behalf of the Sellers, shall bear (and pay, reimburse, indemnify and hold harmless the Company, the Subsidiaries and their respective Affiliates, officers, directors, employees, agents, advisers and representatives for, from and against) any and all liabilities for (or in respect of) Taxes (together with any related Losses) (other than Taxes described in Section 7.5(h), any Taxes arising from a breach of Section 7.5(j), any Taxes arising as a result of any actions or agreements contemplated by Section 7.18 and any Taxes arising from an action taken by the Company or any Subsidiary on the Closing Date but after the Closing that is outside of the ordinary course of business and not contemplated by this Agreement) (without duplication) (i) which are imposed on, or payable by, the Company or any Subsidiary for any taxable period (or portion thereof) ending on or before the Closing Date (including, for the avoidance of doubt, any interest, penalty or additions to tax accruing after the Closing Date on any Taxes for which ACAB is liable under this Section 7.5(a)(i)), (ii) of any Person other than the Company or any Subsidiary for which the Company or any Subsidiary is liable by virtue of (A) Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law) as a result of being a member (or a predecessor to a member) of a consolidated, combined, unitary or similar group on or prior to the Closing Date, (B) any contractual obligations entered into on or prior to the Closing Date (other than this Agreement or any Ancillary Agreement and, for the avoidance of any doubt, any actions or agreements contemplated by Section 7.18) in respect of a taxable period (or portion thereof) ending on or prior to the Closing Date or (C) being a transferee or successor of any other Person on or prior to the Closing Date, (iii) arising from or attributable to any inaccuracy in or breach of any representation or warranty made in paragraphs (h), (l), (p) or (q) of Section 4.11 (Tax Matters), (iv) arising from or attributable to the Interim Transfer, the Transferred Companies and Assets or any liabilities related thereto or (v) arising as a result of any inclusion under Section 951(a) of the Code (or any similar or corresponding provision of state or local Tax law) with respect to the Company or any Subsidiary attributable to (A) "subpart F income," within the meaning of Section 952 of the Code (or any similar or corresponding provision of state or local Tax Law), received or accrued on or prior to the Closing Date or (B) the holding of "United States property," within the meaning of Section 956 of the Code (or any similar or corresponding provision of state or local Tax Law), on or prior to the Closing Date. The Investors and ACAB agree that the Company and the Subsidiaries shall be deemed, for the purpose of ACAB's obligation under this Section 7.5(a), not to have the benefit of any net operating loss, net capital loss or other tax credit or benefit that is attributable to, arising from or relating to any taxable period (or portion thereof) commencing after the Closing Date. 51

(b) The Company shall bear (and pay, reimburse, indemnify and hold harmless the Sellers, their Affiliates and their respective officers, directors, employees, agents, advisers and representatives for, from and against) any and all liabilities for (or in respect of) Taxes (together with any related Losses) of the Company or any Subsidiary that are not described in Section 7.5(a) as being the responsibility of ACAB, not indemnifiable under Section 10.1(a) (Indemnification) and not described in Section 7.5(h). For the avoidance of doubt, this Section 7.5(b) shall not apply (x) to the extent that the Company or any Subsidiary is required under applicable law to withhold from any payment made by the Company or any Subsidiary to ACAB or any of its Affiliates or (y) to any gross up required under Section 10.1(d)(iii). (c) (i) For purposes of Section 7.5(a) and (b), any Taxes with respect to the Company or any Subsidiary that relate to a Tax period beginning on or before the Closing Date and ending after the Closing Date (each such period, an "Overlap Period") shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date in the case of (x) real and personal property Taxes for property held on the Closing Date, by apportioning such Taxes on a per diem basis, (y) exemptions, allowances or deductions that are calculated on an annual basis (other than in respect of property disposed of on or prior to the Closing Date or acquired after the Closing Date), such as the deduction for depreciation, on a per diem basis and (z) all other Taxes, on the basis of an interim closing of the books as of the close of business on the Closing Date. For illustrative purposes, (A) real property taxes for property disposed of on or prior to the Closing Date shall be apportioned entirely to the period ending on the Closing Date, (B) real property taxes for property acquired after the Closing Date shall be apportioned entirely to the period beginning on the day after the Closing Date, (C) depreciation deductions for property disposed of on or prior to the Closing Date shall be apportioned entirely to the period ending on the Closing Date, and (D) depreciation deductions for property acquired after the Closing Date shall be apportioned entirely to the period beginning on the day after the Closing Date. (ii) Subject to Section 7.2(a)(xi) (Conduct of Business), ACAB or its designee shall be responsible for preparing all Returns with respect to the Company and the Subsidiaries (x) required to be filed on or before the Closing Date or (y) required to be filed after the Closing Date for a taxable period ending on or prior to the Closing Date ("Pre-Closing Returns") and all Overlap Period Returns. All Pre-Closing Returns and Overlap Period Returns shall be filed on basis consistent with the manner in the most recent Return of the same type that was filed. All Returns described in this Section 7.5(c)(ii) shall be true, correct and complete in all material respects and such Returns and all materials accompanying such Returns shall reflect 52

complete and accurate disclosure. The Company and each Subsidiary shall cooperate with ACAB or its designee as more particularly set forth in Section 7.5(g) below. Each party shall use its reasonable best efforts to make Pre-Closing Returns described in Section 7.5(c)(ii)(y) and Overlap Period Returns available for review sufficiently in advance of the due date for filing such Returns to provide the other party and its designee with a meaningful opportunity to analyze, comment on and dispute such Returns and for such Returns to be modified, as appropriate, before filing (which, in all cases, will be at least twenty (20) days prior to the due date of such Return). In the event of any dispute between the Company and ACAB with respect to any Return that remains unresolved after five (5) days from the date the Return is made available for review, the parties shall submit such dispute to a mutually acceptable Person; provided that if the parties do not agree on such Person within five (5) days after the end of such five (5) day period the Company or ACAB may request the AAA to select a panel of three qualified tax experts that have no material relationship with any party to this Agreement or any of its Affiliates to resolve any remaining disagreement (such mutually agreed Person or panel, the "Tax Arbiter"). Prior to referring the matter to the Tax Arbiter, ACAB and the Company may agree on the procedures to be followed by the Tax Arbiter (including procedures with regard to the presentation of evidence). The Tax Arbiter shall determine, based solely on presentations by ACAB and the Company, and not by independent review, those items in dispute on the Return and shall render a written report as to the resolution of each dispute, it being understood that the parties hereto will request the Tax Arbiter to render its written report promptly, but no more than 20 days after its engagement. If the Tax Arbiter does not resolve any differences between ACAB and the Company with respect to any Pre-Closing Tax Return or Overlap Period Return in dispute (or is not engaged) at least 5 days prior to the due date therefor (or there is otherwise an unresolved dispute between the parties as to how any such Return should be filed or as to the amount of estimated taxes required to be paid in respect of any such return), such Return shall be filed (and such estimated Taxes shall be paid) in the manner proposed by the party responsible for such Return's preparation and amended to reflect the Tax Arbiter's resolution (or other resolution of such dispute). The fee of the Tax Arbiter shall be borne fifty percent (50%) by ACAB and fifty percent (50%) by the Company unless the Tax Arbiter decides, based on its determination with respect to the reasonableness of the respective positions of ACAB and the Company, that the fee shall be borne in unequal proportions. (iii) For the avoidance of any doubt, ACAB's obligation under Section 7.5(a) to indemnify for the Taxes shown on any Return shall take into account any estimated taxes paid prior to the close of business on the Closing Date with respect to such Return. 53

(d) ACAB and the Company shall each promptly notify the other party in writing in reasonable detail of such party's (or any of its Affiliates') receipt of any notice of the commencement of any audit, examination or judicial or administrative proceeding or receipt from a Tax authority of any proposed or threatened adjustment, demand or notice of deficiency which if determined adversely to the relevant taxpayer or after the lapse of time would be grounds for indemnification under this Section 7.5 (each a "Covered Proceeding"), provided, however, that the failure to provide notice as provided herein will relieve the indemnifying party of its obligations hereunder only to the extent that such indemnifying party demonstrates that such failure has actually prejudiced such indemnifying party. Subject to the other provisions of this Section 7.5(d), (x) ACAB shall control any Covered Proceeding to the extent it relates to any Pre-Closing Return and (y) the Company shall control any Covered Proceeding to the extent ACAB does not control such Covered Proceeding under clause (x). With respect to any Covered Proceeding, (i) the party controlling such Covered Proceeding in whole or in part shall, to the extent it controls such Covered Proceeding, (A) control and direct such Covered Proceeding through representatives of its own choosing and at its own expense, (B) notify the other party of significant developments with respect to such Covered Proceeding and keep the other party reasonably informed and consult with the other party with respect to any issue that reasonably could be expected to have an adverse effect on the other party or any of its Affiliates (including by giving rise to an indemnity obligation of such party or any of its Affiliates), (C) give to the other party a copy of any Tax adjustment proposed in writing with respect to such Covered Proceeding and copies of any other correspondence with the relevant Tax authority relating to such Covered Proceeding, and (D) otherwise permit the other party to participate in all aspects of such Covered Proceeding at such other party's own expense, and (ii) the party controlling such Covered Proceeding shall not pay or compromise any Tax liability asserted in such Covered Proceeding without the other party's prior written consent, which consent must not be unreasonably withheld or delayed. Notwithstanding the foregoing, (i) the Company and ACAB shall jointly agree on the management and representation of the Company and each of its Subsidiaries in any Covered Proceeding relating to any Overlap Period Return (or Taxes shared by the parties under Section 7.5(h)), (ii) the Company and ACAB shall consult with each other prior to any compromise, release, waiver, modification, payment, settlement or concession of assessed Taxes relating to any Tax audit, assessment or reassessment, inquiry, investigation, dispute, litigation, or administrative or court proceeding relating to the Overlap Period Returns described in Section 7.5(c), (iii) ACAB shall be permitted to settle any Covered Proceeding relating to Taxes (other than Taxes imposed on or measured by income or any settlement that could have an adverse effect on the Company after the Closing Date) without the Company's consent for an amount not to exceed $100,000 per each such Covered Proceeding and $500,000 for all such Covered Proceedings and (iv) the Company and ACAB shall bear their own out-of-pocket costs and expenses incurred for any such Covered Proceeding and all joint costs and expenses incurred for any such Covered Proceeding shall be borne in the same ratio as the applicable proposed Tax for an Overlap Period would be allocated. In the case of any Covered Proceeding controlled by ACAB, the Company shall issue (or cause its 54

Affiliates to issue) appropriate powers of attorney to ACAB and such persons as may be designated by ACAB as its representative. (e) Payment of any amount due by one party under this Section 7.5 shall be made within five business days following written notice by the other party that payment of such amounts to the appropriate Tax authority or other applicable Person is or will be due, but in no event more than one business day prior to the actual date such amounts are due, provided that (i) amounts due from ACAB under this Section 7.5 in respect of the filing of any Return prepared by ACAB or its designee (or the payment of any estimated Taxes thereon) shall be made by ACAB at least one business day prior to the actual date such amounts are due and neither the Company nor any of its Affiliates shall be required to notify the Sellers that such amount are due and (ii) in the case of any estimated Tax payments that are due in respect of any such Return, ACAB shall notify the Company at least five business days prior to the due date of such estimated Tax payments of the amount that ACAB anticipates paying pursuant to clause (i) and provide the Company with reasonable backup supporting the calculation of such amount. All amounts required to be so paid shall be paid in immediately available funds by wire transfer to a bank account designated by the payee party. Any payments required pursuant to this Section 7.5 that are not made within the time period specified in this Section 7.5(e) shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income Tax. For the avoidance of any doubt, ACAB agrees (x) to satisfy its obligations under Section 7.5(a)(i) (for the taxable year that includes the Closing Date) and its obligations under Section 7.5(a)(iv) at least one business day prior to the date that the relevant Taxes are due to the relevant Governmental Authorities, including (for the avoidance of any doubt) in respect of estimated tax payments and (y) agrees that time is of the essence with respect to such payments. The amounts due by a party under this Section 7.5(e) shall be computed taking into account the penultimate sentence of Section 7.5(c)(ii). Notwithstanding the time periods specified in this Section 7.5(e), at the request of the Sellers, the Company shall grant to the Sellers an appropriate power of attorney to make payments described in this Section 7.5(e) directly to the relevant Governmental Authorities, which direct payments shall be made by Sellers to the relevant Governmental Authorities on the date that such Taxes are due. (f) Except as otherwise contemplated by Section 7.5(c)(ii), neither the Investors nor any of their Affiliates (including the Company or any Subsidiary) shall, unless required by law, file or cause to be filed any amended Return or claim for Tax refund with respect to the Company or any Subsidiary (or relating to their income, properties or operations) for any taxable period (or portion thereof) ending on or prior to the Closing Date if any such filing may affect the Tax liability or Tax refunds of the Sellers, the Company or any Subsidiary or their respective Affiliates for any period ending on or before the Closing Date. The Sellers shall be entitled to any reductions in Taxes or Tax refunds (including interest net of any Taxes imposed in connection with such reduction, refund or interest and any expenses relating to such reduction, refund or interest) of or relating to the Company or any Subsidiary not received prior to the Closing Date for Tax periods (or portions thereof) ending on or before the Closing Date, except to the extent such reduction or refund results from the carry back of a loss or credit arising in a taxable 55

year (or portion thereof) beginning after the Closing Date. If any Investor, or any of its Affiliates (including the Company or any Subsidiary), receives any such refund (including interest), the Company shall within five business days of receipt of such refund pay (or cause to be paid) the amount of the refund (including interest) to the Sellers to the extent provided above. The amount of any such reduction in Taxes or Tax refund shall be adjusted to reflect any final determination of the Company's liability for Taxes, and if necessary, reconciliation payments shall be made between the parties to this Agreement to reflect such adjustment. If, with respect to a Return of the Company or the Subsidiaries, the Company or any of the Subsidiaries have paid (or there has been paid on their behalf) to a Governmental Authority an estimated Tax payment or extension payment (or applied a refund or overpayment with respect to such Return) on or prior to the Closing Date, or ACAB has paid (or caused to be paid) to a Governmental Authority an estimated Tax payment or extension payment in respect of taxable periods or portions thereof ending on or prior to the Closing Date, and such estimated or extension payment (or refund or overpayment) is in excess of the amount of Tax due in respect of such Return (or in the case of an Overlap Period Return, ACAB's share of such Overlap Period Taxes pursuant to Section 7.5(c)), such excess shall be treated as a refund for purposes of this Section 7.5(f) to the extent that such excess is actually received as a refund by any Investor, or any of its Affiliates, or is actually credited against Taxes then due by the Company or any Subsidiary for which ACNA is not responsible under Section 7.5(a). (g) After the Closing Date, the Company and the Sellers shall provide each other with such cooperation and information (including but not limited to access to and copies of any documents, records, and accounts, whether in electronic or physical form, as well as access to any personnel of the Sellers, Company or any Subsidiary, as applicable) relating to the Company or any Subsidiary as any other party may reasonably request in (i) filing any Return or amended Return or claim for Tax refund, (ii) determining any Tax liability or right to refund of Taxes, (iii) conducting or defending any audit or other proceeding in respect of Taxes, (iv) obtaining a tax clearance certificate for the Company in each state in which the Company has filed (or is required to file for the taxable year of, or ending with, the Closing) on a separate company basis or (v) effectuating the terms of this Agreement, provided that nothing in this Section 7.5(g) shall require the Company to file any amended Return if such amended Return could have an adverse effect on the Company or any of the Subsidiaries in a post Closing period. The parties shall retain all Returns, schedules and work papers, and all material records and other documents relating thereto with respect to the Company and each Subsidiary, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) with respect to the taxable years to which such Returns and other documents relate and, unless such Returns and other documents are offered and delivered to the Sellers or the Company, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.5 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return, amended Return, or claim for refund of Taxes, determining any Tax liability or right to refund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the foregoing, no party shall be unreasonably required to prepare any 56

document, or determine any information, not then in its possession in response to a request under this Section 7.5(g). (h) The Company and the Seller Stockholder shall each be liable for, and shall pay when due, 50% of any applicable U.S. federal, state or local (or Canadian) transfer, documentary, sales, use, registration, stamp, or other similar Taxes payable by reason of the purchase or sale of any Shares under this Agreement. The Seller Stockholder shall be liable for and shall pay when due 100% of any other transfer, documentary, sales, use, registration, stamp, or other similar Taxes payable by reason of the purchase or sale of any Shares under this Agreement. (i) On or prior to the Closing, the Sellers shall cancel, or cause to be cancelled, as to the Company or any of its Subsidiaries, all Tax sharing agreements (other than this Agreement and the Ancillary Agreements) as to which the Sellers or any of their Affiliates is a party and no payments shall be made by the Company or any Subsidiary pursuant to any such Agreements after the Closing, provided that this Section 7.5(i) shall not apply to any agreements (x) as to which any liability of the Company and each Subsidiary is covered by the indemnity in Section 7.5(a)(ii)(B) or (y) which is listed on Schedule 7.5(i). (j) None of the Investors nor any of their respective Affiliates shall make an election under Section 338(g) of the Code in respect of the sale and purchase of the Company or any Subsidiary. (k) Except as provided in Section 7.5(c), any disputes between the parties with respect to the Tax matters regarding the Company or any Subsidiary in this Section 7.5 shall be resolved by a national public accounting firm reasonably satisfactory to the Sellers and the Company, whose fees and expenses shall be shared equally between the Sellers and the Company. (l) The Sellers shall pay to the Company (and the Company shall pay to the IRS) any amount required to be withheld under Section 1441 or 1442 of the Code in respect of any imputed interest arising for the period between Closing and the issuance of the Seller Notes (as reasonably determined by the Company). Such payments shall be made contemporaneously with the issuance of the Seller Notes pursuant to Section 7.19(a) or 7.19(b). Such withholding shall be computed at the highest potential rate, unless the Sellers establish, to the reasonable satisfaction of the Company, that a lower rate (or zero rate) is applicable by providing a duly issued IRS Form W-8BEN, in which case the Sellers shall indemnify and hold the Company harmless in the event that the IRS determines that a higher rate was applicable. For U.S. federal tax purposes, the Sellers shall (i) report (and shall cause any transferee of the Seller Notes that is an Affiliate of any Seller to report) interest, including imputed interest and original issue discount, under the Seller Notes consistently with the Company's reporting of such interest and (ii) agree (and shall cause any transferee of the Seller Notes that is an Affiliate of any Seller to agree) with each determination made by the Company under Section 163(e) and Sections 1271 - 1275 of the Code, and the Treasury Regulations issued hereunder. 57

(m) The parties agree that, if a taxable year would have ended on the Closing Date but for the fact that the purchase is accomplished pursuant to this Agreement, and not the SPA, (i) appropriate payments shall be made between the parties (as adjustments to the purchase price) to eliminate timing differences resulting from the failure of such taxable year ending on the Closing Date and (ii) appropriate adjustments shall be made in applying Section 7.5(c)(i) so that any items appropriately allocable to the period after the Closing Date (e.g., the financing and certain fees being paid and any income associated with the reimbursement thereof) are in fact allocated to the post-closing period and any items appropriately allocable to the period on or prior to the Closing Date (e.g., extraordinary transactions occurring prior to Closing) are in fact allocated to the pre--closing period. The parties agree to cooperate with each other in giving effect to this Section 7.5(m). 7.6 Non-Competition; Non-Solicitation. (a) Each of the Sellers agrees that from the Closing until the second anniversary of the Closing, it will not directly or indirectly engage or invest in any business in the United States or Canada in competition with the Business as conducted immediately prior to the Closing. Notwithstanding the foregoing, this Section 7.6(a) shall not prohibit (i) the Sellers, directly or through any Affiliate, from conducting (A) (1) the business of the Prime Energy Division and (2) any other businesses conducted by the Sellers or their Affiliates (excluding the Subsidiaries), in each case as conducted immediately prior to the Closing; (B) the business of selling, renting (as long as such renting is not in competition with the Business) and leasing products manufactured by the Sellers or Seller Affiliates or the sale of used equipment; or (C) business outside of the United States and Canada, (ii) the Sellers, directly or through any Affiliate, from investing in or holding not more than 10% of the outstanding capital stock or other ownership interests of any Person that is in competition with the Business; and (iii) the Sellers, directly or through any Affiliate, from hereafter acquiring and continuing to own and operate any entity which has rental operations that compete with the Business if the rental revenues in the United States and Canada account for no more than 20% of such entity's consolidated revenues at the time of such acquisition. (b) ACAB agrees that from the Closing until the second anniversary of the Closing, it will not, and it will cause its Affiliates not to, (i) hire any executive or senior officer (including any regional vice-president), regional director, corporate director or district manager of the Company or any of its Subsidiaries or (ii) knowingly solicit any other employee of the Company or any of its Subsidiaries. Notwithstanding the foregoing, this Section 7.6(b) shall not be violated by the solicitation of persons through ads in newspapers, trade periodicals or the like (or other solicitations directed at the public, or general segments of the public, in general) or through the services of executive search firms engaged in a broad-based search (and not engaged for the purpose of circumventing such provisions). (c) The Investors and the Company agree that from the Closing until the second anniversary of the Closing, none of them will directly or indirectly engage or invest, and 58

each will cause all its Affiliates to not directly or indirectly engage or invest, in any business in the United States or Canada in competition with the Prime Energy Division in respect of renting oil-free compressors; it being understood and agreed that this Section 7.6(c) shall not prohibit the Investors or any of their respective Affiliates from (i) performing its obligations or exercising its rights under the Integrated Supplier Alliance Agreement between RSC and Prime Energy Rental, LLC, dated September 1, 2006, and any other agreement between such person and ACAB or any of its Affiliates entered into after the date hereof or (ii) renting or making available for rent to customers of the Business any equipment manufactured or distributed by any Person if such products are not available from the Prime Energy Division on commercially reasonable market terms. (d) In the event that the covenants contained in Sections 7.6(a), 7.6(b) or 7.6(c) are more restrictive than permitted by Law, the parties hereto agree that such covenants shall be enforceable and enforced to the extent permitted by Law. Each of the parties hereto acknowledges and agrees that the remedy at law for any breach of the requirements of this Section 7.6 would be inadequate, and agrees and consents that without intending to limit any additional remedies that may be available, temporary and permanent injunctive and other equitable relief may be granted without proof of actual damage or inadequacy of legal remedy in any proceeding which may be brought to enforce any of the provisions of this Section 7.6. (e) Notwithstanding the covenants of Sections 7.6(a) and 7.6(c) above, it shall not be a breach of this Agreement for the Investors or their respective Affiliates, or the Sellers or their Affiliates, to engage in the rental of equipment that would otherwise be prohibited by Sections 7.6(a) and 7.6(c) above, provided that the equipment rented is obtained on a re-rent basis from an Affiliate of the other party, which shall offer such equipment for re-rent at commercially reasonable rates subject to availability. For the removal of doubt, neither a disagreement over the rate nor non-availability shall excuse violation of the said Sections 7.6(a) and 7.6(c) above. 7.7 Use of Names. (a) As soon as reasonably practicable (and in any event within nine months) after the Closing Date, the Company and the Subsidiaries shall cease to use the "Atlas Copco" and "Prime" names in any form as well as the trademarks, service marks or trade names set forth on Schedule 7.7 (collectively "Sellers' Marks") in any written materials, on any websites, labels (other than labels affixed to equipment for inventory identification or tracking purposes), packing materials, letterhead, advertising materials, business cards, invoices and forms ("Marked Materials"). Except as provided in the foregoing sentence the Company and the Subsidiaries shall not use the "Atlas Copco" or "Prime" names (other than on labels affixed to equipment for inventory identification or tracking purposes), and the Company and the Subsidiaries acknowledge and agree that the Company and the Subsidiaries do not and shall not by virtue of the transactions contemplated by this Agreement or otherwise, obtain any right, title or interest in, to or under the "Atlas Copco" and "Prime" name, which are, and will remain, the sole property of the Sellers and their Affiliates. Nothing herein shall prohibit sale or rental by the 59

Company and the Subsidiaries of any product of Sellers and any Seller Affiliate after the Closing that bears the name "Atlas Copco" or "Prime" or any other trademark, service mark or trade name of the Sellers or any Seller Affiliate in any form. (b) After the Closing, no Seller will, directly or indirectly, use or do business, or allow any Affiliate to use or do business, or assist any third party in using or doing business, under the names and marks included in the Owned Intellectual Property (or any other name or mark confusingly similar to such names and marks), other than on labels affixed as of the date hereof to equipment for inventory identification or tracking purposes. (c) Any changes made to (i) business, trade or corporate names of the Company or its Subsidiaries to remove from such names the Sellers' Marks and (ii) any signage located on any Real Property to remove from such signage any depiction of the Sellers' Marks shall be the sole responsibility of the Company and shall be completed in a manner reasonably satisfactory to the Investors between the date hereof and the Closing. 7.8 Credit and Performance Support Obligations. (a) The Company agrees to take any and all actions necessary to cause the Sellers and, to the extent applicable, any Affiliate of the Sellers (other than the Company and Subsidiaries) to be absolutely and unconditionally relieved on or prior to the Closing Date of all liabilities and obligations, direct or indirect, primary or secondary, for the payment of money or otherwise, each of which is listed on Schedule 7.8(a), including purchase or indemnification obligations, guarantees, letters of credit or performance bonds of the Company and the Subsidiaries or otherwise of the Business (collectively, "Credit Support Obligations"), and the Company shall indemnify the Sellers and their Affiliates against any loss, liability, claim, damage or expense (including reasonable attorneys' fees) of any kind whatsoever with respect to such liabilities and obligations. The Company agrees to continue to use its commercially reasonable efforts after the Closing Date to relieve the Sellers and their Affiliates of all such liabilities and obligations. (b) Notwithstanding Section 7.8(a), Sellers agree to allow the Credit Support Obligations outstanding as of Closing in connection with the purchase of equipment for the rental fleet of the Business (which are identified in Schedule 7.8(b), which Schedule 7.8(b) shall be updated at Closing) to remain in effect after Closing. The obligations of the Company set forth in Section 7.8(a) shall not apply with respect to such Credit Support Obligations. The Company hereby guarantees payment of the purchase price by RSC or RSC Canada, as applicable, to the suppliers of such equipment. In the event that any supplier draws on any of such Credit Support Obligations, the Company shall indemnify and hold Sellers and their Affiliates harmless for any amounts paid to the issuing financial institutions, as well as all costs incurred by Sellers or their Affiliates as a result of such drawing against such Credit Support Obligations. 60

7.9 Further Assurances. Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and execute and deliver such documents and other papers, as may be required to consummate the transactions contemplated by this Agreement. Without limiting the foregoing, after the Closing Date, the parties hereto, at the reasonable request of any other party hereto, shall execute and deliver, or cause to be executed and delivered, to or as directed by, and at the reasonable expense of, the requesting party such other instruments of transfer as either party reasonably may request as necessary or desirable in order to effect or further evidence the issuance and sale of the Reissued Shares sold to the Investors or the Repurchased Shares repurchased from the Seller Stockholder hereunder. 7.10 Cash-Free/Debt Free Transaction. (a) Except as contemplated by Section 7.10(a)(iii) below, with respect to the Included Capitalized Lease Obligations and with respect to Debt arising out of the Financing Transactions, it is the parties' intent that the transactions contemplated hereby be on a "cash-free, debt-free" basis, such that, at Closing, the Subsidiaries shall remain obligated for trade payables and like obligations, but neither the Company nor the Subsidiaries shall have any obligations in respect of Debt (other than the Included Capitalized Lease Obligations), and shall retain in the bank accounts of the Company and the Subsidiaries only such funds as are (x) required to satisfy outstanding checks and (y) required to be held for the benefit of Employee Benefit Plans. In furtherance of the foregoing: (i) Prior to Closing, the Sellers shall (i) cause all Debt (including all indebtedness identified on Schedule 7.10 but excluding the Included Capitalized Lease Obligations and Debt arising out of the Financing Transactions) to be repaid in full, or otherwise discharged, such that all obligations of the Company and the Subsidiaries with respect thereto shall have been terminated and be of no further force or effect, (ii) cause any guarantees made by the Company or a Subsidiary with respect to Debt (other than the Included Capitalized Lease Obligations) of any Person other than a Subsidiary to be terminated without any further liability of the Company or such Subsidiary thereunder and (iii) take all action necessary to cause the outstanding Series A Preferred Stock of RSC to be sold to and purchased by the Company. The Company acknowledges and agrees that the Included Capitalized Lease Obligations shall remain outstanding after the Closing and be the continuing obligations of the Company and the Subsidiaries. (ii) Sellers shall cause the Company and the Subsidiaries to have as of the Closing Date such cash balances with respect to the Company's and each Subsidiary's respective bank accounts as are (x) at least sufficient to satisfy any then outstanding checks or other notes payable from such accounts and (y) required to be held for the benefit of Employee Benefit Plans. 61

(iii) (A) At the Closing, after the consummation of the transactions contemplated by Section 7.18(c), the Company shall make payments in an aggregate amount equal to Estimated Intercompany Debt to the holders of Intercompany Debt in repayment of such Intercompany Debt and (B) immediately after the payment, if any, required by Section 2.5(e)(iv)(A) is made to the Company, the Company shall make payments in an aggregate amount equal to the amount of such payment to the holders of Intercompany Debt in repayment of such Intercompany Debt. 7.11 Interim Transfer. At or prior to Closing, Sellers shall have caused the Interim Transfer to have occurred, such that (a) the Company's only ownership interest in any Persons shall be its interest in LLC1, LLC1's only ownership interest in any Persons shall be its interest in LLC2, LLC2's only ownership interest in any Persons shall be its interest in LLC3, LLC3's only ownership interest in any Persons shall be its interest in RSC and RSC's only ownership interest in any Persons shall be its interest in RSC Canada and (b) the contracts set forth on Schedule 7.11 (the "Retained Contracts") shall have been assigned to an Affiliate of ACAB other than the Company or a Subsidiary. ACAB shall offer employment, either directly or through one of its subsidiaries, to each Person that is directly employed by the Company as of the date hereof (each of which shall constitute a Retained Employee). The Interim Transfer shall be completed to the reasonable satisfaction of the Investors and the Investors shall have the right to review and comment on any agreements or other documentation related to any of the transactions constituting all or part of the Interim Transfer and, to the extent any such agreement or other documentation would reasonably be expected to affect the Purchasers or any of the rights or obligations, consent to such agreement or other documentation (such consent not to be unreasonably withheld or delayed). 7.12 Insurance. The Sellers shall maintain or cause to be maintained through the Closing the insurance with respect to the Company and its Subsidiaries referred to in Section 4.17 (Insurance). For the avoidance of doubt, such insurance will terminate as of Closing; provided that the Sellers shall ensure that such termination does not affect the availability, claims procedures or cost of coverage for the Business under any insurance policies or programs in respect of events occurring prior to the Closing. If the Investors request, the Sellers shall purchase or cause to be purchased, at the Investors' expense (which expense shall be reimbursed by the Company after the Closing), an extended reporting period with respect to such insurance. The Sellers shall take all actions reasonably necessary to ensure that any claims related to the Business under such insurance policies in respect of pre-Closing periods may be timely made for a period of three (3) years after Closing, provided that they are made promptly upon learning of the claim and are otherwise in compliance with the terms of the policies. Following the Closing, the Sellers shall and shall cause their Affiliates to (i) not seek to change any rights or obligations of the Company or any Subsidiary under such insurance, (ii) cooperate with the Company and the Subsidiaries in making claims under such insurance, and (iii) promptly pay over to the Company any amounts that the Sellers or any such Affiliate may receive under such insurance in respect of losses in relation to the Business experienced by the Company or any Subsidiary. 62

7.13 Transfers of Certain Obligations. Prior to the Closing Sellers shall take all action necessary to cause an affiliate of Sellers to assume all indemnification obligations of the Company and its Subsidiaries under the agreements listed in Schedule 7.13. 7.14 Notice of Certain Events. From the date hereof until the Closing, Sellers shall promptly notify the Investors in writing of: (a) any fact, circumstance, change, occurrence or development, the existence or occurrence of which (i) has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) has resulted in or would reasonably be expected to result in any representation or warranty made by Sellers hereunder not being true and correct or (iii) could result in the failure of any of the conditions set forth in Articles 4 and 5 to be satisfied; (b) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (c) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (d) any litigation commenced or, to Sellers' knowledge, threatened against, relating to or involving or otherwise affecting Sellers or the Company or the Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.7 (Litigation) or that relates to the consummation of the transactions contemplated by this Agreement. The Investors' receipt of information pursuant to this Section 7.14 or otherwise shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. 7.15 No Solicitation. From the date hereof until the Closing, neither Seller nor any of its Affiliates shall, nor shall any Seller or any of its Affiliates authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors to, directly or indirectly, (i) take any action to solicit, initiate or encourage the submission of any Acquisition Proposal, (ii) engage in any discussions or negotiations with, furnish any nonpublic information relating to the Business, the Company or any of the Subsidiaries or afford access to the properties, assets, books or records of the Business, the Company or any of the Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Person that is seeking to make, or has made, an Acquisition Proposal or a modification of a previously received Acquisition Proposal or (iii) enter into any agreement with respect to an Acquisition Proposal. For purposes of this Agreement, an Acquisition Proposal shall mean other than the transactions contemplated by this Agreement, any third party offer, proposal or inquiry relating to, or any indication of interest in, any acquisition or purchase, direct or indirect, whether by way of asset purchase, stock purchase, merger, consolidation, share exchange, business combination or otherwise, of any material assets of the Business, the Company or any Subsidiary (other than sales of inventory and used rental equipment in the ordinary course of business, consistent with past practice) or any other transaction the consummation of which could reasonably be expected to frustrate the purposes of, impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or that could reasonably be expected to dilute materially the benefits to the Investors of the transactions contemplated by this Agreement. 7.16 Subsequent Financial Statements and Reports. From the date hereof until the Closing, Sellers shall cause the Company to (i) provide to the Investors a monthly management 63

report on the Business in scope and detail consistent with those management reports that have been historically prepared by the Company and the Subsidiaries and delivered to Sellers, and (ii) timely prepare, and promptly deliver to the Investors, monthly financial statements of the Business, to be in scope and detail consistent with the monthly financial statements that have been historically prepared by the Company and delivered to Sellers. 7.17 Intercompany Agreements. (a) Except as contemplated by this Agreement and the Ancillary Agreements, as of the Closing Date, the Sellers shall terminate or cause to be terminated all contracts, licenses, agreements, commitments and other arrangements, formal and informal, between any of the Company or any Subsidiary, on the one hand, and any of the Seller or any of its Affiliates (other than the Company or any Subsidiary), on the other hand, in existence prior to the Closing Date, other than any such arrangements that relate to purchases or sales of equipment or merchandise sold or rented by the Business. No such terminated contract, license, agreement, commitment or other arrangement (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Closing Date and all parties thereto shall be released from all obligations thereunder. (b) In furtherance of the foregoing, immediately prior to the Closing (i) all outstanding liabilities, including short-term and long-term liabilities (other than any accounts payable for the sale or purchase of equipment, merchandise or other goods), (A) due to any Seller or Seller Affiliate from the Company or any Subsidiary, or (B) due to the Company or any Subsidiary from any Seller or Seller Affiliate, shall each be capitalized or settled in accordance with Schedule 7.17A and (ii) all outstanding accounts receivable and long-term receivables (other than any accounts receivable for the sale or purchase of equipment, merchandise or other goods) (A) due to any Seller or Seller Affiliate from the Company or any Subsidiary, or (B) due to the Company or any Subsidiary from any Seller or Seller Affiliate, shall each be capitalized or settled in accordance with Schedule 7.17B. All outstanding liabilities described in clause (i) above and all outstanding accounts receivable and long-term receivables described in clause (ii) above, that arise, are created or are discovered on or after the date hereof (and therefore are not listed on Schedule 7.17A or Schedule 7.17B), shall be capitalized or settled immediately prior to the Closing in the same manner as outstanding liabilities of a similar type and accounts receivable are to be capitalized or settled as provided in the Schedules, provided, that all outstanding liabilities of a type not reflected in the Schedules shall be settled in a manner mutually agreed upon by the Investors and ACAB. This Section 7.17(b) shall not apply to employee benefits matters that are covered under Section 7.4. 7.18 Financing. (a) The Sellers agree to provide, and shall cause the Company and the Subsidiaries and its and their respective officers, employees, representatives and advisors, including legal and accounting, to provide, all cooperation reasonably requested by the Investors in connection with the arrangement of the Financing Transactions, including (i) 64

participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, road shows and sessions with rating agencies, (ii) promptly after September 30, 2006, preparation, and review and delivery to the Investors by KPMG, of a reviewed (but not audited) balance sheet of the Business as of September 30, 2006 and the related statement of operations and cash flows of the Business for the nine (9) months ended September 30, 2006 (collectively, the "Interim Financial Statements"), it being understood that the reporting entity for the Interim Financial Statements shall be RSC, (iii) preparation of business projections, additional financial statements (including, without limitation, those required by the Securities and Exchange Commission), offering memoranda, private placement memoranda, prospectuses and similar documents, (iv) execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, provided that neither the Company nor Subsidiaries shall have any liability thereunder prior to Closing, (v) executing and delivering other requested certificates or documents, including, without limitation, a certificate of the chief financial officer of either Seller or the Company with respect to solvency matters, comfort letters of accountants, consents of accountants for use of their reports in any materials relating to the financing contemplated by the Commitment Letters, legal opinions as may be reasonably requested by the Investor and (vi) providing the financial information necessary for the satisfaction of the obligations and conditions set forth in the Commitment Letters within the time periods required thereby in order to permit a Closing Date on or prior to the Termination Date which obligation shall include providing the financial information required pursuant to the terms of the Commitment Letters. (b) Prior to the Closing, the Company shall (i) form LLC1 (which shall be treated as a disregarded entity for U.S. federal income tax purposes and, to the extent possible under state law, a disregarded entity for state income tax purposes) and contribute to it all of the outstanding capital stock of RSC, (ii) cause LLC1 to form LLC2 (which shall be treated as a disregarded entity for U.S. federal income tax purposes and, to the extent possible under state law, a disregarded entity for state income tax purposes) and contribute to LLC2 all of the outstanding capital stock of RSC, (iii) cause LLC2 to form LLC3 (which shall be treated as a disregarded entity for U.S. federal income tax purposes and, to the extent possible under state law, a disregarded entity for state income tax purposes) and contribute to LLC3 all of the outstanding capital stock of RSC, (iv) cause LLC3 to contribute to RSC all of the outstanding preferred stock of RSC and (v) cause RSC to cancel the preferred stock contributed to it by LLC3 pursuant to clause (iv) of this Section 7.18(b). In furtherance of its obligations under Section 7.18(a) above, at the request of the Investors the Sellers shall cause the Company to cause the Subsidiaries to take, solely under the direction and control of the Investors, all action necessary or desirable in connection with the Financing Transactions, including, without limitation, causing one or more of the Subsidiaries to be issuers, borrowers and co-obligors in the Financing Transactions. The Company shall cause the Subsidiaries not to close or agree to close on any of the transactions contemplated by the Commitment Letters other than pursuant to instructions from the Investors. 65

(c) At the Closing, after the consummation of the Financing Transactions, and prior to the transactions contemplated by Section 2.1, the Company shall cause (v) RSC Canada to distribute to RSC all of the net proceeds RSC Canada receives from such Financing Transactions, (w) RSC to distribute to LLC3 all of the net proceeds RSC receives from such Financing Transactions and from RSC Canada pursuant to clause (v) of this Section 7.18(c), (x) LLC3 to distribute to LLC2 all of the net proceeds LLC3 receives from such Financing Transactions and from RSC pursuant to clause (w) of this Section 7.18(c), (y) LLC2 to distribute to LLC1 all of the proceeds it receives from LLC3 pursuant to clause (x) of this Section 7.18(c) and (z) LLC1 to distribute to the Company all of the proceeds it receives from LLC2 pursuant to clause (y) of this Section 7.18(c). (d) The Investors agree to use all commercially reasonable efforts to arrange the Financing Transactions, and to cause such financing to be consummated so that funds contemplated by the Commitment Letters are available on or before the Termination Date. 7.19 Seller Notes. (a) Following the date on which the audit of the financial statements of the Business for the fiscal year ended December 31, 2007 has been delivered to the Company (and on the date specified below), the Company shall, if the cumulative Adjusted EBITDA for the fiscal years ended December 31, 2006 and December 31, 2007 (the "2006-2007 EBITDA") is at least $1.54 billion, issue to the Seller Stockholder a Seller Note, in a principal amount equal to the sum of (I) an amount determined as follows: (i) If the 2006-2007 EBITDA is $1.662 billion or greater, $150 million; (ii) If the 2006-2007 EBITDA is between $1.54 billion and $1.662 billion, an amount equal to (x) $150 million multiplied by (y) a fraction (A) the numerator of which is an amount equal to the 2006-2007 EBITDA minus $1.54 billion and (B) the denominator of which is $122 million; and (II) an additional amount, computed like interest (compounded semiannually) at the Applicable Rate from April 1, 2008 to the date the Seller Note is issued, on the amount described in clause (a)(I). (b) Following the date on which the audit of the financial statements of the Business for the fiscal year ended December 31, 2008 has been delivered to the Company by its accountants, the Company shall, if Adjusted EBITDA for such fiscal year (the "2008 EBITDA") is at least $880 million, issue to the Seller Stockholder a Seller Note, in a principal amount equal to the sum of (I) an amount determined as follows: 66

(i) If the 2008 EBITDA is $1.015 billion or greater, $250 million. (ii) If the 2008 EBITDA is between $880 million and $1.015 billion, an amount equal to (x) $250 million multiplied by (y) a fraction (A) the numerator of which is an amount equal to the 2008 EBITDA minus $880 million and (B) the denominator of which is $135 million; and (II) an additional amount, computed like interest (compounded semiannually) at the Applicable Rate from April 1, 2009 to the date the Seller Note is issued, on the amount described in clause (b)(I). (c) The Company will deliver to the Seller Stockholder its calculation of EBITDA and Adjusted EBITDA for each fiscal quarter during the years of 2007 and 2008 promptly upon completion of the preparation and review of the financial statements of the Company for such quarter. If a Loss of Control (as defined in the Seller Note) has occurred during any fiscal quarter of such years and the Seller Stockholder reasonably believes that, as a result of changes in the operation of the Business, Adjusted EBITDA cannot be measured or no longer accurately measures the performance of the Business, the Seller Stockholder shall have the right to propose, within 30 days of the delivery of the calculation of EBITDA and Adjusted EBITDA for such quarter, modifications to the definition of "Adjusted EBITDA", which the parties shall negotiate in good faith. (d) During the 15 Business Day period following the date on which the financial statements of the Business for each of the fiscal years ended December 31, 2007 and 2008 has been delivered to the Company, the Seller Stockholder and the Company shall discuss in good faith the appropriate principal amount, if any, of Seller Note that should be issued. In the event that the parties have not agreed on such amount at the end of such applicable period, the parties shall submit such dispute to the Price Adjustment Arbiter. Such dispute shall be resolved pursuant to a "baseball arbitration" in which the Company and the Seller Stockholder shall submit to the Price Adjustment Arbiter, and exchange with each other in advance of the hearing, a single figure representing the principal amount of the Seller Note it believes should be issued, and the Price Adjustment Arbiter shall be limited to determining which of the two submitted figures should be used. The principal amount, if any, of any Seller Note that the Company shall be obligated to issue shall be fixed upon the earlier to occur of (i) an agreement between the Seller Stockholder and the Company as to such amount and (ii) the determination of the Price Adjustment Arbiter as to such amount. Any Seller Note that the Company is obligated to issue shall be issued on the date on which the principal amount of such Seller Note is fixed in accordance with the preceding sentence. 7.20 Seller Equipment. At all times during the 30-month period after the Closing Date, ACAB shall, and shall cause its Affiliates to, offer for sale to the Company and its Subsidiaries any product manufactured for sale or distributed by the portable air and construction tools divisions of ACAB and its Affiliates (i) with payment due no less than 180 days after the date of delivery of such product to the Company or such Subsidiary, (ii) without any requirement that the Company or such Subsidiary provide any guarantee, letter of credit, performance bond or 67

other credit support and (iii) at a reasonably competitive market price for such product for sales to purchasers that do not purchase such products on extended credit terms. 7.21 Intercompany Accounts. As soon as reasonably practicable, and in any event prior to October 31, 2006, the Sellers shall provide to the Investors a list of all balances as of September 30, 2006 between any Seller or any Seller Affiliate, on the one hand, and the Company or any Subsidiary, on the other hand. 7.22 Prohibited Merger. Prior to the second anniversary of the date hereof, the Investors shall not cause or permit the Company to, and the Company agrees not to, merge with and into RSC. 7.23 Transaction Related Expenses. (a) Subject to Section 7.23(b), upon receipt of a written invoice from the Company after the Closing, the Sellers shall promptly pay, or reimburse the Company for, any transaction-related expenses owed by the Company or any Subsidiary to third-parties incurred prior to the Closing for the benefit of the Sellers, Company or any Subsidiary (including at the direction of the Sellers) that are unpaid on or after the Closing, including, without limitation, (i) fees and expenses of counsel and advisors to Sellers, (ii) expenses associated with the preparation of the Interim Financial Statements (other than Incremental KPMG Expenses), (iii) expenses incurred on or prior to October 6, 2006. (b) Notwithstanding Section 7.23(a), the Company shall, after the Closing, bear, and the Sellers shall in no event be obligated to pay, or reimburse the Company or any Subsidiary for, fees and out of pocket expenses incurred in connection with the Financing Transactions (including Incremental KPMG Expenses), other than (i) fees and expenses of counsel and advisors to Sellers, (ii) expenses associated with the preparation, and review and delivery by KPMG, of the Interim Financial Statements (other than Incremental KPMG Expenses), (iii) expenses incurred on or prior to October 6, 2006. 7.24 Certain Assignments. At the Closing, ACAB shall assign or cause to be assigned to the Company any non-disclosure, confidentiality or similar agreements entered into by ACAB or any of its Affiliates in contemplation of a sale of the Business the assignment of which to the Company would not result in a breach by ACAB of its obligations under such agreement; provided that ACAB shall take all necessary actions to enforce on RSC's behalf and at RSC's expense (it being understood that ACAB shall not incur any material expense in connection with such enforcement without the prior written approval of RSC) any such agreements not assigned at the Closing to the Company. 7.25 Holding Company. Until the earlier of (a) the issuance of any Seller Note and (b) the date on which it is determined, pursuant to Section 7.19(d) (Seller Notes), that no Seller Note shall be issued pursuant to Section 7.19(b) (Seller Notes), the Company shall remain a holding company and engage in no material business activities other than the ownership of the equity interests in its subsidiaries and related administrative and reporting activities. 68

7.26 Transfer of Shares. Prior to and as of the Closing, ACAB shall cause all of the Shares to be owned and held by the Seller Stockholder. ARTICLE 8 CONDITIONS PRECEDENT OF THE SELLERS The obligation of the Sellers to effect the Closing under this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless validly waived in writing by ACAB. 8.1 Representations and Warranties. The Investors' representations and warranties made in this Agreement shall be true and correct in all respects (determined without regard to any materiality qualifier therein) as of the Closing Date as though made as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for such breaches of representations and warranties that, in the aggregate, are not reasonably likely to materially impair, impede or delay the ability of the Investors to consummate the transactions contemplated by this Agreement. 8.2 Performance. The Investors shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be so performed or complied with by them prior to the Closing. 8.3 Officer's Certificate. Each Investor shall have delivered to the Sellers a certificate, dated as of the Closing Date and executed by an officer or other authorized representative of such Investor, certifying to the fulfillment of the conditions specified in Sections 8.1 (Representations and Warranties) and 8.2 (Performance) hereof. 8.4 Regulatory Approvals. All applicable waiting periods under the HSR Act and Other Competition Laws with respect to the transactions contemplated hereby shall have expired or been terminated, and any required Consent of a Governmental Authority specified on Schedule 8.4 shall have been obtained. 8.5 Injunctions. There shall not be in effect any Law or Order directing that the transactions provided for herein not be consummated as provided herein or which has the effect of rendering it impossible or illegal to consummate such transactions. 8.6 Interim Transfer. The Interim Transfer shall have been consummated in accordance with Section 7.11 (Interim Transfer). 8.7 Stockholders Agreement. Each holder of any equity interest in the Company other than the Seller Stockholder shall have validly executed and delivered the Stockholders Agreement to the Seller Stockholder. 8.8 Financing. LLC3 shall have received the proceeds contemplated by the Financing Transactions. 69

ARTICLE 9 CONDITIONS PRECEDENT OF THE INVESTORS The obligation of the Investors to effect the Closing under this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless validly waived in writing by the Investors. 9.1 Representations and Warranties. The Sellers' representations and warranties made in this Agreement shall be true and correct in all respects (determined without regard to any materiality or Material Adverse Effect qualifier therein) as of the Closing Date as though made as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for such breaches of representations and warranties that, in the aggregate, are not reasonably likely to have a Material Adverse Effect. Notwithstanding the foregoing, the condition provided for in this Section 9.1 shall be deemed to have been satisfied if a failure of such condition shall have been cured on or before the later of (x) the Termination Date and (y) sixty days after the date that any Investor shall have provided the Sellers written notice of such breach or breaches alleged to constitute failure of the condition. 9.2 Performance. The Sellers shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be so performed or complied with by them prior to the Closing. 9.3 Officer's Certificate. ACAB shall have delivered to the Investors a certificate, dated as of the Closing Date and executed by an officer of ACAB, certifying to the fulfillment of the conditions specified in Sections 9.1 (Representations and Warranties), 9.2 (Performance), 9.7 (No Material Adverse Effect) and 9.8 (Consents) hereof. 9.4 Regulatory Approvals. All applicable waiting periods under the HSR Act and any Other Competition Laws with respect to the transactions contemplated hereby shall have expired or been terminated, and any required Consent of a Governmental Authority specified on Schedule 8.4 shall have been obtained. 9.5 Injunctions. There shall not be in effect any Law or Order directing that the transactions provided for herein not be consummated as provided herein or which has the effect of rendering it impossible or illegal to consummate such transactions. 9.6 Interim Transfer. The Interim Transfer shall have been consummated in accordance with Section 7.11 (Interim Transfer). 9.7 No Material Adverse Effect. No fact, circumstance, change, occurrence or development shall exist or have occurred or come to exist or been threatened since December 31, 2005 that, individually or in the aggregate, has had or resulted in, or would reasonably be expected to become or result in, a Material Adverse Effect. 9.8 Consents. The Sellers shall have received and delivered to the Investors all consents, authorizations or approvals, and delivered all material notices, required or appropriate to be obtained in connection with the consummation of the transactions contemplated hereby, 70

including those listed on Schedule 9.8, in each case in form and substance reasonably satisfactory to the Investors, and no such consents, authorizations, approvals or notices shall have been revoked. 9.9 Financing. LLC3 shall have received the proceeds contemplated by the Financing Transactions and the Company shall have received proceeds from such financing that are sufficient to finance the consummation by the Company of the transactions contemplated by this Agreement. 9.10 Stockholders Agreement. The Seller Stockholder shall have validly executed and delivered to the Investors the Stockholders Agreement. ARTICLE 10 INDEMNIFICATION 10.1 Indemnification. (a) Indemnification by the Sellers. Subject to the limits set forth in this Section 10.1, from and after the Closing, the Sellers agree, on a joint and several basis, to indemnify, defend and hold the Company, the Subsidiaries, and their respective Affiliates (including, for the avoidance of doubt, the Investors and the Seller Stockholder), officers, directors, stockholders, employees, agents and representatives (the "Investor Indemnified Persons") harmless from and in respect of any and all losses, damages, costs and reasonable expenses (including reasonable fees and expenses of counsel) (collectively, "Losses"), that they may incur arising out of or due to (i) any inaccuracy or breach of any representation or warranty of the Sellers contained in Article 4 of this Agreement (other than set forth in Section 4.11 (Tax Matters) and, with respect to Taxes, in Section 4.4 (Financial Statements); provided, for the avoidance of doubt, that all other representations and warranties of the Sellers contained in Section 4.4 shall be included within the scope of the indemnity contained in this Section 10.1(a)(i)), (ii) any breach of any covenant or other agreement of the Sellers contained in this Agreement, (iii) the Interim Transfer, the Transferred Companies and Assets and all liabilities related thereto, any Retained Employee or any Retained Contract, (iv) any action, claim, demand, summons, subpoena, suit, proceeding or investigation relating to exposure to silica, asbestos, or any other personal injury or wrongful death caused or alleged to be caused by events, actions, circumstances or factors occurring prior to Closing that do not arise out of the Business, (v) any action, claim, demand, summons, subpoena, suit, proceeding or investigation relating to exposure to silica in respect of facts, circumstances or events occurring prior to the Closing that arise out of the Business, (vi) any failure to obtain any consent required under any agreements referenced on Schedule 4.2(a), (vii) any employment or other agreement between RSC or any of its Affiliates and Thomas Zorn, the termination of Thomas Zorn's employment and other relationships with RSC and any other activities of Thomas Zorn, (viii) any activities, operations or business, including the industrial air tool business and the temperature control equipment business, conducted by the Company or any of its Affiliates prior to Closing other than the Business and any 71

disposition of any such business and (ix) any Intercompany Debt other than payments the Company is required to make under Section 7.10(a)(iv). Anything to the contrary contained herein notwithstanding, and except for claims made under Section 7.4 (Employee Matters; Labor Matters), none of Investor Indemnified Persons shall be entitled to recover from the Sellers pursuant to (x) clause (a)(i) of this Section 10.1 for (A) any particular Loss unless such Loss (together with all Losses arising out of the same facts, circumstances, events or series of events) exceeds $75,000 and no claim therefor shall be asserted for any purpose hereunder (and no such Loss shall be included in the calculation of the deductible provided for in clause (B) hereof), (B) any Losses unless and until the total of all Losses indemnifiable pursuant to clause (a)(i) of this Section 10.1 exceeds $33,000,000, and then only for the amount by which such claims exceed such amount and (C) more than an aggregate of twenty percent of the Purchase Price with respect to all Losses indemnifiable pursuant to clause (a)(i) of this Section 10.1 (the limitation set forth in this Section 10.1(a)(x)(C), the "Sellers Cap"), (y) clause (a)(vi) of this Section 10.1 for (A) any particular Loss unless and to the extent such Loss exceeds $50,000 and no claim therefor shall be asserted for any purpose hereunder and (B) more than $10,000,000 with respect to all Losses indemnifiable pursuant to clause (a)(vi) of this Section 10.1, or (z) clause (v) of this Section 10.1(a) for any Losses other than (i) one-half of all such Losses until the aggregate amount of such Losses equals $10,000,000 and (ii) all such Losses in excess of $10,000,000 until such Losses equal $35,000,000 in the aggregate. (b) Indemnification by the Company. Subject to the limits set forth in this Section 10.1, from and after the Closing, the Company agrees to indemnify, defend and hold the Sellers and their Affiliates and their respective officers, directors, stockholders, employees, agents and representatives (the "Seller Indemnified Persons") harmless from and in respect of any and all Losses that they may incur arising out of or due to (i) any inaccuracy or breach of any representation or warranty of the Investors contained in this Agreement, (ii) any breach of covenant or other agreement of the Investors or the Company contained in this Agreement (provided that, with respect to breaches of the Company, indemnification pursuant to this clause shall be limited to breaches occurring after the Closing) and (iii) the possession, use, operation or management of any property of the Company and the Subsidiaries after the Closing, except insofar as the Investor Indemnified Persons are entitled to indemnification, subject to the limitations set forth in this Agreement, for Losses pursuant to Section 10.1(a). Anything to the contrary contained herein notwithstanding, and except for claims made under Section 7.4 (Employee Matters; Labor Matters), none of the Seller Indemnified Persons shall be entitled to recover from the Company pursuant to clause (b)(i) of this Section 10.1 for: (A) any particular Loss unless such Loss (together with all Losses arising out of the same facts, circumstances, events or series of events) exceeds $75,000 and no claim therefor shall be asserted for any purpose hereunder (and no such Loss shall be included in the calculation of the deductible provided for in clause (B) hereof), (B) any Losses unless and until the total of all Losses indemnifiable pursuant to clause (b)(i) of this Section 10.1 exceeds $33,000,000, and then only for the amount by which such claims exceed such amount, and (C) more than an aggregate of twenty percent of the Purchase Price with 72

respect to all Losses indemnifiable pursuant to clause (b)(i) of this Section 10.1 (the limitation set forth in this Section 10.1(b)(x)(C), the "Company Cap"). (c) Indemnification as Exclusive Remedy. The indemnification provided in this Article 10 (subject to the limitations set forth herein), in paragraphs (e) and (f) of Sections 7.4 (Employee Matters; Labor Matters) and in Section 7.5 (Tax Matters), and the remedies provided in Section 11.16 (Enforcement of Agreement), shall be the exclusive post-Closing remedies available to any party in connection with any Losses arising out of or resulting from this Agreement or the transactions contemplated hereby. (d) Certain Limitations. Anything in this Agreement to the contrary notwithstanding: (i) If any matters giving rise to a claim of indemnification pursuant to this Article 10 by a Seller Indemnified Person or a Investor Indemnified Person may be covered by any insurance policy or policies, then such Seller Indemnified Person or such Investor Indemnified Person shall cooperate fully with reasonable requests of the Indemnifying Party in connection with pursuing remedies under such insurance policy against the applicable insurer or insurers or policies. The Indemnifying Party shall bear or reimburse any costs or expenses by any Seller Indemnified Person or any Investor Indemnified Person (including reasonable fees and expenses of counsel) incurred in connection with pursuing such remedies as applicable. Any indemnity payment made by the Sellers to any Investor Indemnified Person, on the one hand, or by the Company to any Seller Indemnified Person, on the other hand, in respect of any Loss shall be net of an amount equal to (a) any insurance proceeds actually received by such Seller Indemnified Person or such Investor Indemnified Person, as the case may be, in respect of such claim minus (b) any related costs and expenses (including reasonable fees and expenses of counsel), to the extent such costs are not reimbursed pursuant to the previous sentence, including the aggregate cost of pursuing any related insurance claims plus any related increases in retrospective insurance premiums or other chargebacks. If a Seller Indemnified Person or such Investor Indemnified Person receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Seller Indemnified Person or such Investor Indemnified Person shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Seller Indemnified Person or a Investor Indemnified Person in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any costs and expenses (including reasonable fees and expenses of counsel), to the extent such costs are not reimbursed pursuant to the second sentence of this clause (d)(i), incurred by such Seller Indemnified Person or such Investor Indemnified Person in collecting such amount and any related increases in retrospective insurance premiums or 73

other chargebacks. Nothing contained in this sub-section shall excuse performance, or justify any delay in performance, on the part of the Indemnifying Party. (ii) If the Closing shall not have occurred, any claims of Investor Indemnified Persons and Seller Indemnified Persons shall be limited to actual out of pocket expenses and shall in no event include any special or consequential damages, except in respect of an intentional breach or grossly negligent breach by the Sellers or the Investors, as the case may be, and any claims of the Sellers or Seller Indemnified Parties shall also be limited as set forth in Section 3.5. (iii) The amount with respect to which any claim is made under Section 7.5 (Tax Matters) or this Article 10 (an "Indemnity Claim") shall be (A) increased by any Taxes incurred by the party making such claim as a result of the receipt of the respective indemnity payment (as increased pursuant to this Section 10.1(d)(iii)) and (B) reduced to the extent provided in this Section 10.1(d)(iii) by any decrease in Taxes as a result of a Tax Benefit currently realized by the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when actually realized; such refund, however, shall not exceed the indemnification payment previously received by the party that made such Indemnity Claim from the indemnifying party. If the Sellers Cap or the Company Cap, as the case may be, is applicable and has been met, no further payments to the applicable indemnifying party described in the preceding sentence shall be required to be made except to the extent such payments would cause the applicable ceiling to not be met. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is actually realized. For purposes of this Section 10.1(d)(iii), a "Tax Benefit" to a party means an amount by which the Tax liability of such party (or group of Affiliates including such party) is actually reduced as a result of the Losses subject to such Indemnity Claim. A Tax Benefit that results from an event giving rise to the indemnity payment shall be considered actually realized by an indemnified party only to the extent that, but for such Tax Benefit, such indemnified party's Tax liability would be higher than it is with such Tax Benefit (e.g., deductions, credits or losses of the indemnified party that do not result from the event giving rise to the indemnity payment shall be deemed to be used prior to the use of any deduction, credit or loss that does result from the event giving rise to the indemnity payment). If a realized Tax Benefit that has been taken into account under this Section 10.1(d)(iii) is rendered unavailable by reason of a carryback of any deductions, credits or losses from a subsequent period, the indemnifying party shall make an 74

appropriate reconciliation payment to the indemnified party. The amount of any increase, reduction or payment hereunder shall be adjusted to reflect any final determination with respect to the indemnified party's liability for Taxes, and if necessary, payments shall be made between the parties to this Agreement to reflect such adjustment. The Company shall notify the Sellers promptly in writing if as of the end of any taxable year of the Company or any Subsidiary a realizable taxable benefit has not been realized due to the availability of other tax attributes along with backup information supporting the fact that a realizable tax benefit has not been realized. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law. (iv) No Investor Indemnified Person or Seller Indemnified Person shall be entitled to indemnification under this Article 10 for any Losses to the extent that the Company or the Seller Stockholder receives an adjustment to the Purchase Price in respect of such Losses pursuant to Section 2.5 (Post-Closing Purchase Price Adjustment) of this Agreement. (e) Survival. The representations, warranties, covenants and agreements of the parties contained in this Agreement or in any instrument delivered pursuant hereto will survive the Closing and will remain in full force and effect thereafter until the date that is (x) in the case of representations and warranties, thirty (30) days following the delivery of an audit of the financial statements of the Business for the fiscal year ended December 31, 2007 (it being understood that the Company shall use its commercially reasonable efforts to cause such audit to be delivered as soon as reasonably practicable after December 31, 2007), and (y) in the case of covenants and agreements, December 31, 2008; provided, that (i) such representations, warranties, covenants and agreements shall survive beyond such period with respect to any breach thereof if written notice thereof shall have been duly given within such period in accordance with Section 10.1(f) hereof, (ii) the representations and warranties set forth in Sections 4.1 (Organization and Authority of the Company and the Subsidiaries), 4.2 (Ability to Carry Out the Agreement), 4.3 (Capitalization of the Company and the Subsidiaries) and 4.10 (Brokers and Intermediaries) shall survive indefinitely, (iii) the representations and warranties set forth in paragraphs (h), (l), (p) and (q) of Section 4.11 (Tax Matters) and 4.12 (Employee Benefits), shall survive until thirty days following the expiration of the applicable statute of limitations with respect to the liabilities in question (giving effect to any extensions, mitigation or waivers thereof or other events that extend the applicable statute of limitations), (iv) the representations and warranties set forth in Section 4.14 (Environmental Matters) shall survive until the fourth anniversary of the Closing, (v) the representations and warranties set forth in Section 4.11 (Tax Matters) (other than paragraphs (h), (l), (p) and (q) of Section 4.11 (Tax Matters)) shall not survive the Closing, the covenants in Section 10.1(a)(vi) shall survive until the second anniversary of the Closing and (vii) the covenants in Section 7.5 (Tax Matters) and any other covenants 75

that are expressly provided to be performed following the Closing Date shall survive until the end of the performance period with respect thereto. (f) Notice and Opportunity to Defend. If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 10.1(a) or 10.1(b), the party or parties seeking indemnification shall notify the other party or parties obligated to provide indemnification (the "Indemnifying Party") promptly. If such event involves any claim or the commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such Indemnifying Party demonstrates that such failure has actually prejudiced such Indemnifying Party hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the party or parties seeking indemnification and, after notice from the Indemnifying Party to such party or parties seeking indemnification of such election so to assume the defense thereof and written acknowledgment by the Indemnifying Party of its obligation to indemnify the party or parties seeking indemnification for Losses related thereto, the Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof (it being understood that the party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action). The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such action or asserted liability. If the Indemnifying Party assumes the defense of an action no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the indemnified party (A) that provides for injunctive or other non-monetary relief affecting such indemnified party or (B) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such indemnified party of an irrevocable release from all liability with respect to such action or (ii) by the indemnified party without the consent of the Indemnifying Party. In no event shall an Indemnifying Party be liable for any settlement effected without its written consent. (g) For purposes of this Article 10, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, "Material Adverse Effect" or similar qualification, or any qualification or requirement that a matter be or not be "reasonably expected" or "reasonably likely" to occur, contained in or otherwise applicable to such representation or warranty. (h) Coordination With Tax Indemnity. Section 7.5 (Tax Matters) shall control to the extent of any inconsistency between Section 7.5 (Tax Matters) and Article 10. 76

ARTICLE 11 MISCELLANEOUS 11.1 Fees and Expenses. Except as otherwise provided in this Agreement, each party hereto shall be solely responsible for its own costs and expenses, and the costs and expenses of its Affiliates, in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated by this Agreement. Each of the Sellers and the Investors shall bear the fees and expenses of any broker or finder retained by such party or parties and their respective Affiliates in connection with the transactions contemplated herein. 11.2 Governing Law. This Agreement shall be construed under and governed by the internal substantive Laws of the State of New York without reference to choice of law principles. 11.3 Projections. In connection with the Investors' investigation of the Company, the Subsidiaries and the Business, the Investors may have received, or may receive, from the Sellers and/or their respective representatives certain estimates, projections, forecasts, plans, budgets and other forward looking information relating to the Business (collectively "forward looking information"). The Investors acknowledge that (i) there are uncertainties inherent in forward looking information, (ii) the Investors are familiar with such uncertainties, (iii) the Investors are taking full responsibility for making their own evaluation of the adequacy and accuracy of all forward looking information so furnished to them, and (iv) the Investors will not assert any claim against the Sellers or any of their respective directors, officers, employees, Affiliates or representatives in respect of any forward looking information or otherwise hold the Sellers or any such Persons liable with respect thereto. Accordingly, the Investors acknowledge that the Sellers make no representation or warranty with respect to any forward looking information and that the Sellers make only those representations and warranties explicitly set forth in Articles 4 and 5. 11.4 Materiality. As used in this Agreement, unless the context would require otherwise, the terms "material" and the concept of the "material" nature of an effect upon the Company, the Subsidiaries or the Business shall be measured relative to the entire Business, taken as a whole. There have been, however, included in the Schedules and may be included elsewhere in this Agreement items which are not "material" within the meaning of the immediately preceding sentence in order to avoid any misunderstanding, and such inclusion shall not be deemed to be an agreement by the Sellers that such items are "material" or to further define the meaning of such terms for the purposes of this Agreement. 11.5 Amendment. This Agreement may not be amended, modified or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 11.6 Waiver. Any of the terms or conditions of this Agreement, which may be lawfully waived, may be waived in writing at any time by each party which is entitled to the benefits thereof. Any waiver of any of the provisions of this Agreement by any party hereto shall be binding only if set forth in an instrument in writing signed on behalf of such party. No failure to enforce any provision of this Agreement shall be deemed to or shall constitute a waiver of such provision and no waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver 77

of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 11.7 No Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto. Notwithstanding the foregoing, without the consent of, but with prior notice to, the Sellers, each Investor and the Company may transfer or assign (including by way of a pledge), in whole or from time to time in part, (i) to any acquiror of all or substantially all of the assets or shares of capital stock (or other ownership interests) of the Company or any Subsidiary of the Company (whether by asset purchase, stock purchase, merger, consolidation or otherwise), any or all of its rights hereunder (including its rights to seek indemnification hereunder) and (ii) to its lenders or other financing sources for the Financing Transactions and for the Company, any or all of its rights hereunder (including its rights to seek indemnification hereunder) as collateral security, provided that, in the case of clause (ii), no such transfer or assignment will relieve such Investor or the Company of its obligations hereunder. Notwithstanding the foregoing upon prior written notice to, but without the consent of, the Investors, the Seller Stockholder may (x) after the Closing Date transfer or assign to any Affiliate (other than ACAB) any or all of its rights under Section 7.19 to receive Seller Notes and (y) transfer and assign the Seller Notes to any Person in accordance with the terms of the Seller Notes. Upon any such permitted assignment, the references in this Agreement to such Investor, the Company or Seller, as applicable, shall also apply to any such assignee unless the context otherwise requires. 11.8 Notices. (a) Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if (i) personally delivered, (ii) sent by an internationally recognized overnight courier service to the recipient at the address below indicated or (iii) delivered by facsimile or e-mail which is confirmed electronically, by telephone or by sending a copy of such e-mail or facsimile to the recipient thereof pursuant to clause (i) or (ii) above: If to any Ripplewood Party: c/o Ripplewood Holdings, L.L.C. One Rockefeller Plaza, 32nd Floor New York, NY 10020 Attn: Christopher P. Minnetian, Esq. (212) 218-2778 (telecopier) (212) 582-6700 (telephone) cminnetian@ripplewood.com (email) 78

With a copy to: Debevoise & Plimpton LLP 919 Third Avenue New York, NY 10022-3902 Attn: Jeffrey J. Rosen, Esq. (212) 909-6836 (telecopier) (212) 909-6000 (telephone) jrosen@debevoise.com (email) If to any Oak Hill Party: c/o Oak Hill Capital Management, L.L.C. 65 E. 55th Street, 36th Floor New York, NY 10022 Attn: John R. Monsky, Esq. (212) 758-3572 (telecopier) (212) 326-1590 (telephone) jmonsky@oakhillcapital.com With a copy to: Debevoise & Plimpton LLP 919 Third Avenue New York, NY 10022-3902 Attn: Jeffrey J. Rosen, Esq. (212) 909-6836 (telecopier) (212) 909-6000 (telephone) jrosen@debevoise.com (email) If to either of the Sellers: c/o Atlas Copco AB SE-105 23 Stockholm, Sweden Attn: Hakan Osvald 011-46-8-743-8037 (telecopier) 011-46-8-743-8000 (telephone) hakan.osvald@se.atlascopco.com (email) 79

With a copy to: Pillsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, New York 10036 Attn: Stephen R. Rusmisel, Esq.

Donovan W. Burke, Esq. (212) 858-1500 (telecopier) (212) 858-1000 (telephone) stephen.rusmisel@pillsburylaw.com (email) donovan.burke@ pillsburylaw.com (email) or to such other address as any party hereto may, from time to time, designate in a written notice given in like manner. (b) Except as otherwise provided herein, any notice under this Agreement will be deemed to have been given (x) on the date such notice is personally delivered or delivered by facsimile or (y) the next succeeding Business Day after the date such notice is delivered to the overnight courier service if sent by overnight courier; provided that in each case notices received after 4:00 p.m. (local time of the recipient) shall be deemed to have been duly given on the next Business Day. (c) For convenience only, the parties agree that all notices, consents, directions or other actions that may be given or taken hereunder by the Sellers may be given by ACAB on behalf of the Sellers pursuant to a written instruction or document duly executed by ACAB and that the Investors shall treat any such instrument or document as the action of the Sellers hereunder. 11.9 Complete Agreement. This Agreement, the Confidentiality Agreements, the Ancillary Agreements and the other documents and writings referred to herein or delivered pursuant hereto contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof, including without limitation the Stock Purchase Agreement, dated as of October 6, 2006 (the "SPA"), among ACAB, Atlas Copco Airpower NV, a company organized under the laws of Belgium, Eagle Acquisition Corporation and RSC Holdings Inc., which this Agreement amends and restates. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 11.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original. Execution and delivery of this Agreement by delivery of a facsimile or electronically recorded copy (including a pdf file) bearing a copy of the signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. Such copies shall constitute enforceable original documents. 80

11.11 Publicity. Prior to the Closing, the Sellers and the Investors will consult with each other and will mutually agree upon any publication or press release of any nature with respect to this Agreement or the transactions contemplated hereby and shall not issue any such publication or press release prior to such consultation and agreement except as may be required by applicable Law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, in which case the party proposing to issue such publication or press release shall make all reasonable efforts to consult in good faith with the other party or parties before issuing any such publication or press release and shall provide a copy thereof to the other party or parties prior to such issuance. 11.12 Headings. The headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement. 11.13 Severability. Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction. 11.14 Third Parties. Except as provided in or contemplated by Article 10 (which confers upon the Persons referred to therein for whose benefit it is intended the right to enforce such Article), nothing in this Agreement, express or implied, is intended to confer upon any Person not a party to this Agreement any rights or remedies under or by reason of this Agreement. 11.15 Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit, action or proceeding. Each of the parties further agrees that service of any process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 11.8 (Notices) hereof shall be deemed in every respect effective service of process in any such suit, action or proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto. 81

11.16 Enforcement of Agreement. (a) The Sellers acknowledge and agree if they fail to perform any of their obligations under this Agreement in accordance with the specific terms of such obligations, the Investors would be irreparably damaged and could not be adequately compensated by monetary damages alone. Accordingly, in addition to any other right or remedy to which the Investors may be entitled at law or in equity, the Investors shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking. (b) The Investors and the Company acknowledge and agree that if they fail to perform any of their obligations under this Agreement that are to be performed if and after the Closing occurs are not performed in accordance with their specific terms, the Sellers would be irreparably damaged and could not be adequately compensated by monetary damages alone. Accordingly, in addition to any other right or remedy to which the Sellers may be entitled at law or in equity, the Sellers shall be entitled to enforce any obligation of the Investors or the Company that is to be performed if and after the Closing occurs by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of such obligations, without posting any bond or other undertaking. The Sellers hereby waive, and further acknowledge and agree that the Sellers shall not be entitled to, specific performance or injunctive relief as a remedy for any breach or threatened breach of any of the obligations of any of the Investors under this Agreement that are to be performed prior to or in connection with the Closing. 11.17 Investors' Representatives. (a) The Ripplewood Parties agree that Ripplewood 1 shall be and hereby is appointed as agent (the "Ripplewood Representative") to act for and on behalf of each Ripplewood Party, with authority to take any action required to be taken by any Ripplewood Party relating to this Agreement, or permitted to be taken by any Ripplewood Party under this Agreement, including, but not limited to, the authority to (i) give and receive notices and communications, (ii) to act on behalf each Ripplewood Party with respect to any claim for indemnification hereunder, (iii) execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in order to carry out the provisions of this Agreement, (iv) agree to, negotiate and enter into settlements and compromises of, and comply with orders and decrees with respect to, any dispute or Loss, and (v) to take all actions necessary or appropriate in the judgment of such representative for the accomplishment of the foregoing and to otherwise administer this Agreement on behalf each Ripplewood Party. A decision, act, consent or instruction of the Ripplewood Representative shall constitute a decision of each of Ripplewood Party and shall be final, binding and conclusive upon each Investor. Without limiting the generality of the foregoing, the Ripplewood Representative shall have full power and 82

authority, on behalf of each Ripplewood Party, to interpret all the terms and provisions of this Agreement. (b) The Oak Hill Parties agree that Oak Hill 1 shall be and hereby is appointed as agent (the "Oak Hill Representative") to act for and on behalf of each Oak Hill Party, with authority to take any action required to be taken by any Oak Hill Party relating to this Agreement, or permitted to be taken by any Oak Hill Party under this Agreement, including, but not limited to, the authority to (i) give and receive notices and communications, (ii) to act on behalf each Oak Hill Party with respect to any claim for indemnification hereunder, (iii) execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in order to carry out the provisions of this Agreement, (iv) agree to, negotiate and enter into settlements and compromises of, and comply with orders and decrees with respect to, any dispute or Loss, and (v) to take all actions necessary or appropriate in the judgment of such representative for the accomplishment of the foregoing and to otherwise administer this Agreement on behalf each Oak Hill Party. A decision, act, consent or instruction of the Oak Hill Representative shall constitute a decision of each Oak Hill Party and shall be final, binding and conclusive upon each Investor. Without limiting the generality of the foregoing, the Oak Hill Representative shall have full power and authority, on behalf of each Oak Hill Party, to interpret all the terms and provisions of this Agreement. [Signatures follow immediately on next page.] 83

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. ATLAS COPCO AB
By: /s/ Hakan Osvald -----------------------------------Name: Hakan Osvald Title: Vice President By: /s/ Hans Sandberg -----------------------------------Name: Hans Sandberg Title: Senior Vice President

ATLAS COPCO FINANCE S.A.R.L.
By: /s/ Ken Lagerborg -----------------------------------Name: Ken Lagerborg Title: Treasurer By: /s/ Illegible -----------------------------------Name: Illegible Title: Director

ATLAS COPCO NORTH AMERICA INC.
By: /s/ Mark Cohen -----------------------------------Name: MARK COHEN Title: PRESIDENT

RSC ACQUISITION LLC By: Ripplewood Partners II, L.P. its Sole Member By: Ripplewood Partners II GP, L.P. its General Partner By: RP II GP, LLC its General Partner
By: /s/ Christopher P. Minnetian -----------------------------------Name: Christopher P. Minnetian Title: Secretary

RSC ACQUISITION II LLC By: Ripplewood Partners II Parallel Fund, L.P. its Sole Member By: Ripplewood Partners II GP, L.P. its General Partner By: RP II GP, LLC its General Partner
By: /s/ Christopher P. Minnetian -----------------------------------Name: Christopher P. Minnetian Title: Secretary

OHCP II RSC, LLC By: Oak Hill Capital Parters II, L.P. its Sole Member By: OHCP Gen Par II, L.P. its General Partner By: OHCP MGP II, L.L.C. its General Partner
By: /s/ John R. Monsky -----------------------------------Name: John R. Monsky Title: Vice President

OHCMP II RSC, LLC By: Oak Hill Capital Management Partners II, L.P. its Sole Member By: OHCP Gen Par II, L.P. its General Partner By: OHCP MGP II, L.L.C. its General Partner
By: /s/ John R. Monsky -----------------------------------Name: John R. Monsky Title: Vice President

OHCP II RSC COI, LLC By: OHCP Gen Par II, L.P. its Sole Member By: OHCP MGP II, L.L.C. its General Partner
By: /s/ John R. Monsky -----------------------------------Name: John R. Monsky Title: Vice President

Accepted and Agreed, for purposes of Section 11.9 only: EAGLE ACQUISITION CORPORATION
By: /s/ Christopher P. Minnetian -----------------------------------Name: Christopher P. Minnetian Title: President

RSC HOLDINGS, INC.
By: /s/ John R. Monsky -----------------------------------Name: John R. Monsky Title: President

Exhibit 4.1 RENTAL SERVICE CORPORATION, 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

INDENTURE DATED AS OF NOVEMBER 27, 2006

9 1/2% SENIOR NOTES DUE 2014

TABLE OF CONTENTS
Page ----

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section 101. 102. 103. 104. 105. 106. 107. 108. 109. 110. 111. 112. 113. 114. 115. 116. 117. Definitions.............................................. Other Definitions........................................ Rules of Construction.................................... Incorporation by Reference of TIA........................ Conflict with TIA........................................ Compliance Certificates and Opinions..................... Form of Documents Delivered to Trustee................... Acts of Noteholders; Record Dates........................ Notices, etc., to Trustee and Issuers.................... Notices to Holders; Waiver............................... Effect of Headings and Table of Contents................. Successors and Assigns................................... Separability Clause...................................... Benefits of Indenture.................................... Governing Law............................................ Legal Holidays........................................... No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders................ Exhibits and Schedules................................... Counterparts............................................. ARTICLE II NOTE FORMS Section 201. Section 202. Section 203. Forms Generally.......................................... Form of Trustee's Certificate of Authentication.......... Restrictive and Global Note Legends...................... ARTICLE III THE NOTES Section Section Section Section Section 301. 302. 303. 304. 305. Title and Terms.......................................... Denominations............................................ Execution, Authentication and Delivery and Dating........ Temporary Notes.......................................... Registrar and Paying Agent...............................

1 35 36 37 37 37 38 39 41 41 42 42 42 42 42 42 43 43 43

Section 118. Section 119.

43 45 45

47 48 48 49 49

-i-

Section Section Section Section Section Section Section Section Section Section

306. 307. 308. 309. 310. 311. 312. 313. 314. 315.

Mutilated, Destroyed, Lost and Stolen Notes.............. Payment of Interest Rights Preserved..................... Persons Deemed Owners.................................... Cancellation............................................. Computation of Interest.................................. CUSIP Numbers, ISINs, etc................................ Book-Entry Provisions for Global Notes................... Special Transfer Provisions.............................. Payment of Additional Interest........................... [Reserved]............................................... ARTICLE IV COVENANTS

Page ---50 51 52 52 52 52 52 54 57 57

Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section

401. 402. 403. 404. 405. 406. 407. 408. 409. 410. 411. 412. 413. 414. 415.

Payment of Principal, Premium and Interest............... Maintenance of Office or Agency.......................... Money for Payments to Be Held in Trust................... [Reserved]............................................... SEC Reports.............................................. Statement as to Default.................................. Limitation on Indebtedness............................... [Reserved]............................................... Limitation on Restricted Payments........................ Limitation on Restrictions on Distributions from Restricted Subsidiaries.................................. Limitation on Sales of Assets and Subsidiary Stock....... Limitation on Transactions with Affiliates............... Limitation on Liens...................................... Future Subsidiary Guarantors............................. Purchase of Notes upon a Change in Control............... ARTICLE V SUCCESSORS

57 58 58 59 59 60 60 64 64 67 69 72 74 74 74

Section 501. Section 502.

When the Issuers May Merge, etc.......................... Successor Company Substituted............................ ARTICLE VI REMEDIES

75 76

Section 601. Section 602. Section 603.

Events of Default........................................ Acceleration of Maturity; Rescission and Annulment....... Other Remedies; Collection Suit by Trustee...............

77 79 79

-ii-

Section Section Section Section Section Section Section Section Section Section Section Section

604. 605. 606. 607. 608. 609. 610. 611. 612. 613. 614. 615.

Trustee May File Proofs of Claim......................... Trustee May Enforce Claims Without Possession of Notes... Application of Money Collected........................... Limitation on Suits...................................... Unconditional Right of Holders to Receive Principal and Interest................................... Restoration of Rights and Remedies....................... Rights and Remedies Cumulative........................... Delay or Omission Not Waiver............................. Control by Holders....................................... Waiver of Past Defaults.................................. Undertaking for Costs.................................... Waiver of Stay, Extension or Usury Laws.................. ARTICLE VII THE TRUSTEE

Page ---80 80 80 81 81 81 81 82 82 82 83 83

Section Section Section Section Section Section Section Section Section Section Section Section

701. 702. 703. 704. 705. 706. 707. 708. 709. 710. 711. 712.

Section 713. Section 714.

Certain Duties and Responsibilities...................... Notice of Defaults....................................... Certain Rights of Trustee................................ Not Responsible for Recitals or Issuance of Notes........ May Hold Notes........................................... Money Held in Trust...................................... Compensation and Reimbursement........................... Conflicting Interests.................................... Corporate Trustee Required; Eligibility.................. Resignation and Removal; Appointment of Successor........ Acceptance of Appointment by Successor................... Merger, Conversion, Consolidation or Succession to Business.............................................. Preferential Collection of Claims Against the Issuers.... Appointment of Authenticating Agent...................... ARTICLE VIII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE ISSUERS

83 84 84 85 86 86 86 86 86 87 88 88 88 89

Section 801. Section 802. Section 803.

The Issuers to Furnish Trustee Names and Addresses of Holders............................................... Preservation of Information; Communications to Holders... Reports by Trustee....................................... ARTICLE IX AMENDMENT, SUPPLEMENT OR WAIVER

89 89 90

Section 901.

Without Consent of Holders...............................

90

-iii-

Section Section Section Section Section

902. 903. 904. 905. 906.

With Consent of Holders.................................. Execution of Amendments, Supplements or Waivers.......... Revocation and Effect of Consents........................ Conformity with TIA...................................... Notation on or Exchange of Notes......................... ARTICLE X REDEMPTION OF NOTES

Page ---91 92 92 92 92

Section Section Section Section Section Section Section Section

1001. 1002. 1003. 1004. 1005. 1006. 1007. 1008.

Right of Redemption...................................... Applicability of Article................................. Election to Redeem; Notice to Trustee.................... Selection by Trustee of Notes to Be Redeemed............. Notice of Redemption..................................... Deposit of Redemption Price.............................. Notes Payable on Redemption Date......................... Notes Redeemed in Part................................... ARTICLE XI SATISFACTION AND DISCHARGE

93 94 94 94 95 96 96 96

Section 1101. Section 1102.

Satisfaction and Discharge of Indenture.................. Application of Trust Money............................... ARTICLE XII DEFEASANCE OR COVENANT DEFEASANCE

97 98

Section 1201. Section Section Section Section 1202. 1203. 1204. 1205.

Section 1206. Section 1207.

The Issuers' Option to Effect Defeasance or Covenant Defeasance............................................... Defeasance and Discharge................................. Covenant Defeasance...................................... Conditions to Defeasance or Covenant Defeasance.......... Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions............................................... Reinstatement............................................ Repayment to the Issuers................................. ARTICLE XIII SUBSIDIARY GUARANTEES

98 98 99 99 101 101 102

Section 1301. Section 1302.

Guarantees Generally..................................... Continuing Guarantees....................................

102 104

-iv-

Section Section Section Section Section Section Section

1303. 1304. 1305. 1306. 1307. 1308. 1309.

Release of Subsidiary Guarantees......................... [Reserved]............................................... Waiver of Subrogation.................................... Notation Not Required.................................... Successors and Assigns of Subsidiary Guarantors.......... Execution and Delivery of Subsidiary Guarantees.......... Notices.................................................. Exhibit Exhibit Exhibit Exhibit Exhibit A B C D E Form of Initial Note Form of Exchange Note Form of Certificate of Beneficial Ownership Form of Regulation S Certificate Form of Supplemental Indenture in Respect of Subsidiary Guarantees Form of Supplemental Indenture for Mergers Form of Certificate from Acquiring Institutional Accredited Investors

Page ---104 105 105 105 105 105 106

Exhibit F Exhibit G

-v-

Certain Sections of this Indenture relating to Sections 310 through 318 inclusive of the Trust Indenture Act of 1939:
Trust Indenture Act Section --------------------------Section 310(a)(l)........................................... (a)(2)........................................... (a)(3)........................................... (a)(4)........................................... (b).............................................. Section 311(a).............................................. (b).............................................. (b)(2)........................................... Section 312(a).............................................. (b).............................................. (c).............................................. Section 313(a).............................................. (b).............................................. (c).............................................. (d).............................................. Section 314(a).............................................. (a)(4)........................................... (b).............................................. (c)(1)........................................... (c)(2)........................................... (c)(3)........................................... (d).............................................. (e).............................................. Section 315(a).............................................. (b).............................................. (c).............................................. (d).............................................. (d)(l)........................................... (d)(2)........................................... (d)(3)........................................... (e).............................................. Section 316(a).............................................. (a)(l)(A)........................................ (a)(l)(B)........................................ (a)(2)........................................... (b).............................................. (c).............................................. Section 317(a)(l)........................................... (a)(2)........................................... (b).............................................. Section 318(a).............................................. Indenture Section ----------------709 709 Not Applicable Not Applicable 708 713 713 803 801, 802 802 802 803 803 803 803 405 106, 406 Not Applicable 106 106 Not Applicable Not Applicable 106 701 702, 803 701 701 701 701 612 614 612, 613 602, 612 613 Not Applicable 608 104 603 604 403 107

This cross-reference table shall not for any purpose be deemed to be part of this Indenture. -vi-

INDENTURE, dated as of November 27, 2006 (as amended, supplemented or otherwise modified from time to time, this "Indenture"), among Rental Service Corporation, 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. RECITALS OF THE ISSUERS The Issuers have duly authorized the execution and delivery of this Indenture to provide for the issuance of the Notes. All things necessary to make the Notes, when executed and delivered by the Issuers and authenticated and delivered by the Trustee hereunder and duly issued by the Issuers, the valid several obligations of the Issuers, and to make this Indenture a valid agreement of the Issuers in accordance with the terms of the Notes and this Indenture, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the benefit of all Holders of the Notes, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions. "Acquisition Entities" means, collectively, RSC Acquisition LLC and RSC Acquisition II, LLC (each an affiliate of Ripplewood) and OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC (each an affiliate of Oak Hill). "Acquired Indebtedness" means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. "Additional Assets" means (i) any property or assets that replace the property or assets that are the subject of an Asset Disposition; (ii) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the Company or a Restricted Subsidiary or otherwise useful in a Related Business (including any capital expenditures on any property or assets already so used); (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the

Company or another Restricted Subsidiary; or (iv) Capital Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party. "Additional Notes" means any notes issued under this Indenture in addition to the Original Notes (other than any Notes issued pursuant to Section 304, 305, 306, 312(c), 312(d) or 1008). "Affiliate" of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Asset Disposition" means any sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other assets (each referred to for the purposes of this definition as a "disposition") by the Company or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction), other than (i) a disposition to the Company or a Restricted Subsidiary, (ii) a disposition in the ordinary course of business, (iii) the sale or discount (with or without recourse, and on customary or commercially reasonable terms) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable, (iv) any Restricted Payment Transaction, (v) a disposition that is governed by Article V, (vi) any Financing Disposition, (vii) any "fee in lieu" or other disposition of assets to any governmental authority or agency that continue in use by the Company or any Restricted Subsidiary, so long as the Company or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (viii) any exchange of property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, (ix) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including without limitation any sale/leaseback transaction or asset securitization, (x) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement, (xi) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary, (xii) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), entered into in connection with such acquisition, or (xiii) any disposition or series of related dispositions for aggregate consideration not to exceed $35.0 million. "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 714 to act on behalf of the Trustee to authenticate Notes of one or more series. "Bank Indebtedness" means any and all amounts, whether outstanding on the Issue Date or thereafter incurred, payable under or in respect of any Credit Facility, including

without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof. "Board of Directors" means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such board or governing body. Unless otherwise provided, "Board of Directors" means the Board of Directors of the Company. "Borrowing Base" means the sum of (1) 60% of the book value of Inventory (excluding Equipment) of the Company and its Domestic Subsidiaries, (2) 85% of the book value of Receivables of the Company and its Domestic Subsidiaries, (3) 95% of the book value of Equipment of the Company and its Domestic Subsidiaries and (4) cash, Cash Equivalents and Temporary Cash Investments of the Company and its Domestic Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of the Company for which internal consolidated financial statements of the Company are available, and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y) any property or assets of a type described above being acquired in connection therewith). "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to close in New York City (or any other city in which a Paying Agent maintains its office). "Capital Stock" of any Person means any and all shares of, rights to purchase, warrants or options for, or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. "Capitalized Lease Obligation" means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP. The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of rent or any other amount due under the related lease. "Cash Equivalents" means any of the following: (a) securities issued or fully guaranteed or insured by the United States of America or any agency or instrumentality thereof, (b) time deposits, certificates of deposit or bankers' acceptances of (i) any lender under a Senior Credit Agreement or any affiliate thereof or (ii) any commercial bank having capital and surplus in excess of $500,000,000 and the commercial paper of the holding company of which is rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody's (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency), (c) money market instruments, commercial paper or other short-term obligations rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent

thereof by Moody's (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency), (d) investments in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended, and (e) investments similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors. "Change of Control" means the occurrence of any of the following after the Issue Date: (i) the sale, lease or transfer, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders; or (ii) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person (other than one or more Permitted Holders) or (B) Persons (other than one or more Permitted Holders) that are together (1) a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), or (2) are acting, for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(l) under the Exchange Act), as a group, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Company. Notwithstanding anything to the contrary in the foregoing, the Transactions shall not constitute or give rise to a "Change of Control." "Clearstream" means Clearstream Banking, societe anonyme, or any successor securities clearing agency. "Code" means the Internal Revenue Code of 1986, as amended. "Commodities Agreement" means, in respect of a Person, any commodity futures contract, forward contract, option or similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary. "Company" has the meaning set forth in the preamble and any successor in interest thereto. "Consolidated Coverage Ratio" as of any date of determination means the ratio of (i) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available to (ii) Consolidated Interest Expense for such

four fiscal quarters (in each of the foregoing clauses (i) and (ii), determined for each fiscal quarter (or portion thereof) of the four fiscal quarters ending prior to the Issue Date, on a pro forma basis to give effect to the Acquisition as if it had occurred at the beginning of such four-quarter period); provided that (1) if since the beginning of such period the Company or any Restricted Subsidiary has Incurred any Indebtedness that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation), (2) if since the beginning of such period the Company or any Restricted Sub sidiary has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness that is no longer outstanding on such date of determination (each, a "Discharge") or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such Discharge had occurred on the first day of such period, (3) if since the beginning of such period the Company or any Restricted Subsidiary shall have disposed of any company, any business or any group of assets constituting an operating unit of a business (any such disposition, a "Sale"), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Sale for such period (including but not limited to through the assumption of such Indebtedness by another Person) plus (B) if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale,

(4) if since the beginning of such period the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction causing a calculation to be made hereunder (any such Investment or acquisition, a "Purchase"), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the first day of such period, and (5) if since the beginning of such period any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Company or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period. For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or an authorized Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Company or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Company or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. "Consolidated EBITDA" means, for any period, the Consolidated Net Income for such period, plus the following to the extent deducted in calculating such Consolidated Net Income, without duplication: (i) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital, (ii) Consolidated Interest Expense and any Special Purpose Financing Fees, (iii) depreciation, amortization (including but not limited to amortization of

goodwill and intangibles and amortization and write-off of financing costs) and all other noncash charges or noncash losses, (iv) any expenses or charges related to any Equity Offering, Investment or Indebtedness permitted by this Indenture (whether or not consummated or incurred), (v) the amount of any minority interest expense and (vi) any management, monitoring, consulting and advisory fees and related expenses paid to any of Ripplewood or Oak Hill and their respective Affiliates. "Consolidated Interest Expense" means, for any period, (i) the total interest expense of the Company and its Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the Company and its Restricted Subsidiaries, including without limitation any such interest expense consisting of (a) interest expense attributable to Capitalized Lease Obligations, (b) amortization of debt discount, (c) interest in respect of Indebtedness of any other Person that has been Guaranteed by the Company or any Restricted Subsidiary, but only to the extent that such interest is actually paid by the Company or any Restricted Subsidiary, (d) noncash interest expense, (e) the interest portion of any deferred payment obligation and (f) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Disqualified Stock of the Company held by Persons other than the Company or a Restricted Subsidiary and minus (iii) to the extent otherwise included in such interest expense referred to in clause (i) above, amortization or write-off of financing costs, in each case under clauses (i) through (iii) as determined on a Consolidated basis in accordance with GAAP; provided that gross interest expense shall be determined after giving effect to any net payments made or received by the Company and its Restricted Subsidiaries with respect to Interest Rate Agreements. "Consolidated Net Income" means, for any period, the net income (loss) of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided that there shall not be included in such Consolidated Net income: (i) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that (A) subject to the limitations contained in clause (iii) below, the Company's equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below) and (B) the Company's equity in the net loss of such Person shall be included to the extent of the aggregate Investment of the Company or any of its Restricted Subsidiaries in such Person, (ii) solely for purposes of determining the amount available for Restricted Payments under Section 409(a)(3)(A), any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to the Company by operation of the terms of such Restricted Subsidiary's charter or any agreement, instrument, judgment,

decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to the Notes or this Indenture and (z) restrictions in effect on the Issue Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Noteholders than such restrictions in effect on the Issue Date), except that (A) subject to the limitations contained in clause (iii) below, the Company's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause) and (B) the net loss of such Restricted Subsidiary shall be included to the extent of the aggregate Investment of the Company or any of its other Restricted Subsidiaries in such Restricted Subsidiary, (iii) any gain or loss realized upon the sale or other disposition of any asset of the Company or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Board of Directors), (iv) any item classified as an extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges associated with the Transactions and any acquisition, merger or consolidation after the Issue Date), (v) the cumulative effect of a change in accounting principles, (vi) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness, (vii) any unrealized gains or losses in respect of Currency Agreements, (viii) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, (ix) any noncash compensation charge arising from any grant of stock, stock options or other equity based awards, (x) to the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary, and (xi) any noncash charge, expense or other impact attributable to application of the purchase method of accounting (including the total amount of depreciation and

amortization, cost of sales or other noncash expense resulting from the write-up of assets to the extent resulting from such purchase accounting adjustments). In the case of any unusual or nonrecurring gain, loss or charge not included in Consolidated Net Income pursuant to clause (iv) above in any determination thereof, the Company will deliver an Officer's Certificate to the Trustee promptly after the date on which Consolidated Net Income is so determined, setting forth the nature and amount of such unusual or nonrecurring gain, loss or charge. Notwithstanding the foregoing, for the purpose of Section 409(a)(3)(A) only, there shall be excluded from Consolidated Net Income, without duplication, any income consisting of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary, and any income consisting of return of capital, repayment or other proceeds from dispositions or repayments of Investments consisting of Restricted Payments, in each case to the extent such income would be included in Consolidated Net Income and such related dividends, repayments, transfers, return of capital or other proceeds are applied by the Company to increase the amount of Restricted Payments permitted under Section 409(a)(3)(C) or (D). "Consolidated Quarterly Tangible Assets" means, as of any date of determination, the total assets less the sum of the goodwill, net, and other intangible assets, net, in each case reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of any fiscal quarter of the Company for which such a balance sheet is available, determined on a Consolidated basis in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith). "Consolidated Secured Indebtedness" means, as of any date of determination, an amount equal to the Consolidated Total Indebtedness as of such date that in each case is then secured by Liens on property or assets of the Company and its Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby). "Consolidated Secured Leverage Ratio" means, as of any date of determination, the ratio of (x) Consolidated Secured Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available (determined, for each fiscal quarter (or portion thereof) of the four fiscal quarters ending prior to the Issue Date, on a pro forma basis to give effect to the Recapitalization as if it had occurred at the beginning of such four-quarter period), provided that: (1) if since the beginning of such period the Company or any Restricted Subsidiary shall have made a Sale, the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;

(2) if since the beginning of such period the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and (3) if since the beginning of such period any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period. For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by a responsible financial or accounting Officer of the Company. "Consolidated Tangible Assets" means, as of any date of determination, the amount equal to (x) the sum of Consolidated Quarterly Tangible Assets as at the end of each of the most recently ended four fiscal quarters of the Company for which a calculation thereof is available, divided by (y) four. "Consolidated Total Indebtedness" means, as of any date of determination, an amount equal to the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries (other than Notes) as of such date consisting of (without duplication) Indebtedness for borrowed money (including Purchase Money Obligations and unreimbursed outstanding drawn amounts under funded letters of credit); Capitalized Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments; Disqualified Stock; and (in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding items eliminated in Consolidation, and for the avoidance of doubt, excluding Hedging Obligations). "Consolidation" means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that "Consolidation" will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term "Consolidated" has a correlative meaning. For purposes of the Indenture for periods ending on or prior to the date on which the Company issues consolidated financial statements that consolidiated the accounts of RSC and each of the Restricted Subsidiaries, references to the consolidated financial statements of the Company shall be to the consolidated financial statements of RSC, as the context may require.

"Contribution Amounts" means the aggregate amount of capital contributions applied by the Company to permit the Incurrence of Contribution Indebtedness pursuant to Section 407(b)(xii). "Contribution Indebtedness" means Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions, the proceeds from the issuance of Disqualified Stock or any or any cash contribution by the Company or any Restricted Subsidiary) made to the capital of the Company or such Restricted Subsidiary after the Issue Date (whether through the issuance or sale of Capital Stock or otherwise); provided that such Contribution Indebtedness (a) is incurred within 180 days after the making of the related cash contribution and (b) is so designated as Contribution Indebtedness pursuant to an Officer's Certificate on the date of Incurrence thereof. "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be administered, which office on the Issue Date is located at 213 Court Street, Suite 703, Middletown, CT 06457. "Credit Facilities" means one or more of (i) the Senior Term Facility, (ii) the Senior ABL Facility, and (iii) any other facilities or arrangements designated by the Company, in each case with one or more banks or other lenders or institutions providing for revolving credit loans, term loans, receivables or fleet financings (including without limitation through the sale of receivables or fleet assets to such institutions or to special purpose entities formed to borrow from such institutions against such receivables or fleet assets or the creation of any Liens in respect of such receivables or fleet assets in favor of such institutions), letters of credit or other Indebtedness, in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under any original Credit Facility or one or more other credit agreements, indentures, financing agreements or other Credit Facilities or otherwise). Without limiting the generality of the foregoing, the term "Credit Facilities" shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. "Currency Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including derivative agreements or arrangements), as to which such Person is a party or a beneficiary. "Default" means any event or condition that is, or after notice or passage of time or both would be, an Event of Default.

"Depositary" means The Depository Trust Company, its nominees and successors. "Designated Noncash Consideration" means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer's Certificate, setting forth the basis of such valuation. "Disinterested Directors" means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company or RSC, as applicable, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member's holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock. "Disqualified Stock" means, with respect to any Person, any Capital Stock (other than Management Stock) that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change of Control or other similar event described under such terms as a "change of control," or an Asset Disposition) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a "change of control," or an Asset Disposition), in whole or in part, in each case on or prior to the final Stated Maturity of the Notes. "Domestic Entity" means any Person other than a Foreign Entity. "Domestic Subsidiary" means any Restricted Subsidiary of the Company other than a Foreign Subsidiary. "Equipment" means any equipment owned by or leased to the Company or any of its Subsidiaries that is revenue earning equipment, or is classified as "revenue earning equipment" in the consolidated financial statements of the Company, including any such equipment consisting of (i) construction, industrial, commercial and office equipment, (ii) air tools, attachments, backhoes, booms, compaction, compressor, concrete, conveyors, cranes, dozers, earth moving, electrical equipment, excavators, forklifts, generators, lighting, loaders, material handling, scissors, skidsteers, tractors, trenchers, trucks, welding, (iii) air compressors, pumps and small tools, and (iv) other personal property. "Equity Offering" means a sale of Capital Stock (x) that is a sale of Capital Stock of RSC (other than Disqualified Stock or sales to Subsidiaries of RSC), or (y) proceeds of which in an amount equal to or exceeding the Redemption Amount are contributed to the equity capital of RSC or any of its Restricted Subsidiaries (other than proceeds from a sale to Subsidiaries of Capital Stock of RSC.

"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Exchange Notes" means the Issuers' 9 1/2% Senior Notes due 2014, containing terms substantially identical to the Initial Notes or any Initial Additional Notes (except that (i) such Exchange Notes may omit terms with respect to transfer restrictions and may be registered under the Securities Act, and (ii) certain provisions relating to an increase in the stated rate of interest thereon may be eliminated), that are issued and exchanged for (a) the Initial Notes, as provided for in a registration rights agreement relating to such Initial Notes and this Indenture, or (b) such Initial Additional Notes as may be provided in any registration rights agreement relating to such Additional Notes that are Notes and this Indenture (including any amendment or supplement hereto.) "Excluded Contribution" means Net Cash Proceeds, or the Fair Market Value of property or assets, received by the Company as capital contributions to the Company after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock (other than Disqualified Stock) of the Company, in each case to the extent designated as an Excluded Contribution pursuant to an Officer's Certificate of the Company and not previously included in the calculation set forth in Section 409(a)(3)(B)(x) for purposes of determining whether a Restricted Payment may be made. "Fair Market Value" means, with respect to any asset or property, the fair market value of such asset or property as determined in good faith by the Board of Directors, whose determination will be conclusive. "Financing Disposition" means any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets by the Company or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets. "Foreign Borrowing Base" means the sum of (1) 60% of the book value of Inventory (excluding Equipment) of Foreign Subsidiaries, (2) 85% of the book value of Receivables of Foreign Subsidiaries, (3) 95% of the book value of Equipment of Foreign Subsidiaries and (4) cash, Cash Equivalents and Temporary Cash Investments of Foreign Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of the Company for which internal consolidated financial statements of the Company are available, and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since the end of such fiscal month and (y) any property or assets of a type described above being acquired in connection therewith). "Foreign Entity" means (a) any Person that is not organized under the laws of the United States of America or any state thereof or the District of Columbia and (b) any Person that has no material assets other than securities or Indebtedness of one or more Foreign Entities (or

Subsidiaries thereof), and other assets relating to an ownership interest in any such securities, Indebtedness or Subsidiaries. "Foreign Subsidiary" means (a) any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any state thereof or the District of Columbia and (b) any Restricted Subsidiary of the Company that has no material assets other than securities or Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), and other assets relating to an ownership interest in any such securities, Indebtedness or Subsidiaries. "GAAP" means generally accepted accounting principles in the United States of America as in effect on the Issue Date (for purposes of the definitions of the terms "Borrowing Base," "Consolidated Coverage Ratio," "Consolidated EBITDA," "Consolidated Interest Expense," "Consolidated Net Income," "Consolidated Quarterly Tangible Assets," "Consolidated Secured Indebtedness," "Consolidated Secured Leverage Ratio," "Consolidated Tangible Assets," "Consolidated Total Indebtedness," and "Foreign Borrowing Base," all defined terms in this Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions) and as in effect from time to time (for all other purposes of this Indenture), including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP. "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Guarantor Subordinated Obligations" means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement. "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement. "Holder" or "Noteholder" means the Person in whose name a Note is registered in the Note Register. "Holding" means Atlas Copco North America, Inc. and any successor in interest thereto. "Incur" means issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the terms "Incurs," "Incurred" and "Incurrence" shall have a correlative meaning; provided that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall

be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof. "Indebtedness" means, with respect to any Person on any date of determination (without duplication): (i) the principal of indebtedness of such Person for borrowed money, (ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all reimbursement obligations of such Person in respect of letters of credit, bankers' acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers' acceptances or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed), (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property (except Trade Payables), which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto, (v) all Capitalized Lease Obligations of such Person, (vi) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person or (if such Person is a Subsidiary of the Company other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value shall be as determined in good faith by the Board of Directors or the board of directors or other governing body of the issuer of such Capital Stock), (vii) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset at such date of determination (as determined in good faith by the Company) and (B) the amount of such Indebtedness of such other Persons,

(viii) all Guarantees by such Person of Indebtedness of other Persons, to the extent so Guaranteed by such Person, and (ix) to the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such time). The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in this Indenture, or otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with GAAP. "Initial Additional Notes" means Additional Notes issued in an offering not registered under the Securities Act (and any Notes issued in respect thereof pursuant to Section 304, 305, 306, 312(c), 312(d) or 1008). "Initial Notes" means the Notes issued on the Issue Date (and any Notes issued in respect thereof pursuant to Section 304, 305, 306, 312(c), 312(d) or 1008). "interest," with respect to the Notes, means interest on the Notes and, except for purposes of Article IX, additional or special interest pursuant to the terms of any Note. "Interest Payment Date" means, when used with respect to any Note and any installment of interest thereon, the date specified in such Note as the fixed date on which such installment of interest is due and payable, as set forth in such Note. "Interest Rate Agreement" means, with respect to any Person, any interest rate protection agreement, future agreement, option agreement, swap agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is party or a beneficiary. "Inventory" means goods held for sale, lease or use by a Person in the ordinary course of business, net of any reserve for goods that have been segregated by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP. "Investment" in any Person by any other Person means any direct or indirect advance, loan or other extension of credit (other than to customers, dealers, licensees, franchisees, suppliers, directors, officers or employees of any Person in the ordinary course of business) or capital contribution (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of "Unrestricted Subsidiary" and Section 409 only, (i) "Investment" shall include the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent

"Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company's "Investment" in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation, and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Company's option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment; provided that to the extent that the amount of Restricted Payments outstanding at any time is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such portion of such amount or value shall not be so included for purposes of calculating the amount of Restricted Payments that may be made pursuant to Section 409(a). "Investors" means (i) the Ripplewood Investors and Oak Hill Investors, (ii) any Person that acquires Voting Stock of Holding on or prior to the Issue Date, and any Affiliate of such Person, and (iii) any of their respective successors in interest. "Issue Date" means the first date on which Initial Notes are issued. "Issuers Request" and "Issuers Order" mean, respectively, a written request or order signed in the name of the Issuers by an Officer of each of the Issuers. "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). "Management Advances" means (1) loans or advances made to directors, officers or employees of any Parent, the Company or any Restricted Subsidiary (x) in respect of travel, entertainment or moving-related expenses incurred in the ordinary course of business, (y) in respect of moving-related expenses incurred in connection with any closing or consolidation of any facility, or (z) in the ordinary course of business and (in the case of this clause (z)) not exceeding $7.5 million in the aggregate outstanding at any time, (2) Management Guarantees, or (3) other Guarantees of borrowings by Management Investors in connection with the purchase of Management Stock, which Guarantees are permitted under Section 407. "Management Agreements" means, collectively, (i) the Monitoring Agreement, dated as of the Issue Date, by and among Holding, RSC, Ripplewood and Oak Hill, (ii) the Indemnification Agreement, dated as of the Issue Date, among Holding, RSC, Ripplewood, Oak Hill and the Acquisition Entities, (iii) the Transaction Agreement, dated as of the Issue Date, by and among Holding, RSC, Ripplewood and Oak Hill and (iv) the Stockholders Agreement, dated as of the Issue Date, by and among Holding, Atlas Copco Finance S.a.r.l. and the Investors party thereto and any other Person party thereto from time to time, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of this Indenture and the related documents.

"Management Guarantees" means guarantees made on behalf of, or in respect of loans or advances made to, directors, officers or employees of any Parent, the Company or any Restricted Subsidiary (1) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course of business, or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $7.5 million in the aggregate outstanding at any time. "Management Investors" means the officers, directors, employees and other members of the management of any Parent, the Company or any of their respective Subsidiaries, or family members or relatives thereof (provided that, solely for purposes of the definition of "Permitted Holders," such relatives shall include only those Persons who are or become Management Investors in connection with estate planning for or inheritance from other Management Investors, as determined in good faith by the Company, which determination shall be conclusive), or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Company or any Parent. "Management Stock" means Capital Stock of the Company or any Parent (including any options, warrants or other rights in respect thereof) held by any of the Management Investors. "Moody's" means Moody's Investors Service, Inc., and its successors. "Net Available Cash" from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other noncash form) therefrom, in each case net of (i) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or to be accrued as a liability under GAAP, as a consequence of such Asset Disposition (including as a consequence of any transfer of funds in connection with the application thereof in accordance with Section 411), (ii) all payments made, and all installment payments required to be made, on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition, (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition, or to any other Person (other than the Company or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset Disposition, (iv) any liabilities or obligations associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition, including without limitation pension and other post-employment benefit liabilities, liabilities related to environmental matters, and liabilities relating to any indemnification obligations associated with such Asset Disposition, and (v) the amount of any purchase price or similar adjustment (x) claimed by any Person to be owed by the Company or any Restricted Subsidiary,

until such time as such claim shall have been settled or otherwise finally resolved, or (y) paid or payable by the Company, in either case in respect of such Asset Disposition. "Net Cash Proceeds," with respect to any issuance or sale of any securities of the Company or any Subsidiary by the Company or any Subsidiary, or any capital contribution, means the cash proceeds of such issuance, sale or contribution net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance, sale or contribution and net of taxes paid or payable as a result thereof. "Non-U.S. Person" means a Person who is not a U.S. person, as defined in Regulation S. "Notes" means the Initial Notes, any Additional Notes, the Exchange Notes and any notes issued in respect thereof pursuant to Section 304, 305, 306, 312(c), 312(d) or 1008. "Oak Hill" means Oak Hill Capital Management LLC. "Oak Hill Investor" means, collectively, (i) Oak Hill Capital Partners II, L.P., a Delaware limited partnership, or any successor thereto, (ii) any Affiliate thereof, and (iii) any successor in interest to any thereof. "Obligations" means, with respect to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof. "Offering Memorandum" means the Offering Memorandum of the Issuers, dated November 17, 2006, relating to the offering of the Notes. "Officer" means, with respect to the Issuers or any other obligor upon the Notes, the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Controller, the Treasurer or the Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity (or any other individual designated as an "Officer" for the purposes of this Indenture by the Board of Directors). "Officer's Certificate" means, with respect to the Issuers or any other obligor upon the Notes, a certificate signed by one Officer of each Issuer. "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee. "Original Notes" means the Initial Notes and any Exchange Notes issued in exchange therefor.

"Outstanding," when used with respect to Notes means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (ii) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes, provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and (iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture. A Note does not cease to be Outstanding because the Issuers or any Affiliate of either of the Issuers holds the Note, provided that in determining whether the Holders of the requisite amount of Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Issuers or any Affiliate of either of the Issuers shall be disregarded and deemed not to be Outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee the pledgee's right to act with respect to such Notes and that the pledgee is not either of the Issuers or an Affiliate of either of the Issuers. "Parent" means any of Holding, RSC Holdings I, LLC, RSC Holdings II, LLC, and any Other Parent and any other Person that is a Subsidiary of Holding, RSC Holdings I, LLC, RSC Holdings II, LLC, or any Other Parent and of which the Company is a Subsidiary. As used herein, "Other Parent" means a Person of which the Company becomes a Subsidiary after the Issue Date, provided that either (x) immediately after the Company first becomes a Subsidiary of such Person, more than 50% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50% of the Voting Stock of a Parent of the Company immediately prior to the Company first becoming such Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred by reason of the Company first becoming a Subsidiary of such Person. "Parent Expenses" means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including but not limited to trademarks, service marks, trade

names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (iv) other operational expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed. "Paying Agent" means any Person authorized by the Issuers to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Issuers; provided that neither the Issuers nor any of their Affiliates shall act as Paying Agent for purposes of Section 1102 or Section 1205. "Permitted Holder" means any of the following: (i) any of the Investors; (ii) any of the Management Investors, Ripplewood, Oak Hill and their respective Affiliates; (iii) any investment fund or vehicle managed, sponsored or advised by Ripplewood, Oak Hill or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle; (iv) any Parent; and (v) any Person acting in the capacity of an underwriter in connection with a public or private offering of Capital Stock of any Parent or the Company. In addition, any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) whose status as a "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture, together with its Affiliates, shall thereafter constitute Permitted Holders. "Permitted Investment" means an Investment by the Company or any Restricted Subsidiary in, or consisting of, any of the following: (i) a Restricted Subsidiary, the Company, or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; (ii) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary; (iii) Temporary Cash Investments or Cash Equivalents;

(iv) receivables owing to the Company or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (v) any securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of property or assets, including Asset Dispositions made in compliance with Section 411; (vi) securities or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims asserted by, the Company or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person; (vii) Investments in existence or made pursuant to legally binding written commitments in existence on the Issue Date; (viii) Currency Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which obligations are Incurred in compliance with Section 407; (ix) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise described in the definition of "Permitted Liens" or made in connection with Liens permitted under Section 413; (x) (1) Investments in or by any Special Purpose Subsidiary, or in connection with a Financing Disposition by or to or in favor of any Special Purpose Entity, including Investments of funds held in accounts permitted or required by the arrangements governing such Financing Disposition or any related Indebtedness, or (2) any promissory note issued by the Company, or any Parent, provided that if such Parent receives cash from the relevant Special Purpose Entity in exchange for such note, an equal cash amount is contributed by any Parent to the Company; (xi) Notes; (xii) any Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock), or Capital Stock of any Parent, as consideration; (xiii) Management Advances; (xiv) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with Section 412(b) (except transactions described in clauses (i), (v) and (vi) of such paragraph); and (xv) other Investments in an aggregate amount outstanding at any time not to exceed the greater of $100 million or 5.50% of Consolidated Tangible Assets.

If any Investment pursuant to clause (xv) above is made in any Person that is not a Restricted Subsidiary and such Person thereafter becomes a Restricted Subsidiary, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and not clause (xv) above for so long as such Person continues to be a Restricted Subsidiary. "Permitted Liens" means: (a) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Company and its Restricted Subsidiaries or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or a Subsidiary thereof, as the case may be, in accordance with GAAP; (b) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a period of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings; (c) pledges, deposits or Liens in connection with workers' compensation, unemployment insurance and other social security and other similar legislation or other insurance-related obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements); (d) pledges, deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business; (e) easements (including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries, taken as a whole; (f) Liens existing on, or provided for under written arrangements existing on, the Issue Date, or (in the case of any such Liens securing Indebtedness of the Company or any of its Subsidiaries existing or arising under written arrangements existing on the Issue Date) securing any Refinancing Indebtedness in respect of such Indebtedness so long as the Lien securing such Refinancing Indebtedness is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could secure) the original Indebtedness;

(g) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any leased property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property; (h) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Hedging Obligations, Purchase Money Obligations or Capitalized Lease Obligations Incurred in compliance with Section 407; (i) Liens arising out of judgments, decrees, orders or awards in respect of which the Company shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired; (j) leases, subleases, licenses or sublicenses to or from third parties; (k) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of (1) Indebtedness Incurred in compliance with Section 407(b)(i), Section 407(b)(iv), Section 407(b)(vii), Section 407(b)(viii), Section 407(b)(ix), or Section 407(b)(xi) or Section 407(b)(iii) (other than Refinancing Indebtedness Incurred in respect of Indebtedness described in Section 407(a)), (2) Bank Indebtedness Incurred in compliance with Section 407(b), (3) the Notes, (4) Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor, (5) Indebtedness or other obligations of any Special Purpose Entity, or (6) obligations in respect of Management Advances or Management Guarantees, or in each case including Liens securing any Guarantee of any thereof; (l) Liens existing on property or assets of a Person at the time such Person becomes a Subsidiary of the Company (or at the time the Company or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary); provided, however, that such Liens are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; (m) Liens on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; (n) any encumbrance or restriction (including, but not limited to, put and call agreements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(o) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation secured by, any other Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate; (p) Liens (1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, (2) on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets, (3) on receivables (including related rights), (4) on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose, (5) securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities, (6) in favor of the Company or any Subsidiary (other than Liens on property or assets of the Company or any Subsidiary Guarantor in favor of any Subsidiary that is not a Subsidiary Guarantor), (7) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business, (8) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary course of business, (9) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business or (10) arising in connection with repurchase agreements permitted under Section 407 on assets that are the subject of such repurchase agreements; (q) other Liens securing obligations incurred in the ordinary course of business, which obligations do not exceed $50.0 million at any time outstanding; and (r) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Indebtedness Incurred in compliance with Section 407, provided that on the date of the Incurrence of such Indebtedness after giving effect to such Incurrence (or on the date of the initial borrowing of such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount of such Indebtedness), the Consolidated Secured Leverage Ratio shall not exceed 3.5 to 1.0. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. "Place of Payment" means a city or any political subdivision thereof in which any Paying Agent appointed pursuant to Article III is located.

"Predecessor Notes" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note. "Preferred Stock" as applied to the Capital Stock of any corporation means Capital Stock of any class or classes (however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation. "Purchase Money Obligations" means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise. "QIB" or "Qualified Institutional Buyer" means a "qualified institutional buyer," as that term is defined in Rule 144A. "Recapitalization" means the recapitalization of Holding effected in accordance with the terms of the Recapitalization Agreement. "Recapitalization Agreement" means the Recapitalization Agreement, dated as of October 6, 2006, among Atlas Copco AB, Atlas Copco Finance S.a.r.l., RSC Acquisition LLC, RSC Acquisition II LLC, OHCP II RSC, LLC, OHCMP II RSC, LLC, OHCP II RSC COI, LLC, and Holding. "Receivable" means a right to receive payment pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay, as determined in accordance with GAAP. "Redemption Date." when used with respect to any Note to be redeemed or purchased, means the date fixed for such redemption or purchase by or pursuant to this Indenture and the Notes. "refinance" means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or discharge mechanism); and the terms "refinances," "refinanced" and "refinancing" as used for any purpose in this Indenture shall have a correlative meaning. "Refinancing Indebtedness" means Indebtedness that is Incurred to refinance any Indebtedness existing on the date of this Indenture or Incurred in compliance with this Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in this Indenture) and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided that (1) if the Indebtedness being refinanced is Subordinated

Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the final Stated Maturity of the Indebtedness being refinanced (or if shorter, the Notes), (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced, plus (y) fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such Refinancing Indebtedness and (3) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness of the Company or a Subsidiary Guarantor that could not have been initially Incurred by such Restricted Subsidiary pursuant to Section 407 or (y) Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary. "Regular Record Date" for the interest payable on any Interest Payment Date means the date specified for that purpose in Section 301. "Regulation S" means Regulation S under the Securities Act. "Regulation S Certificate" means a certificate substantially in the form attached hereto as Exhibit F. "Related Business" means those businesses in which the Company or any of its Subsidiaries is engaged on the date of this Indenture, or that are related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof. "Related Taxes" means (x) any taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by income and federal, state or local withholding imposed by any government or other taxing authority on payments made by any Parent other than to another Parent), required to be paid by any Parent by virtue of its being incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the Company, any of its Subsidiaries or any Parent), or being a holding company parent of the Company, any of its Subsidiaries or any Parent or receiving dividends from or other distributions in respect of the Capital Stock of the Company, any of its Subsidiaries or any Parent, or having guaranteed any obligations of the Company or any Subsidiary thereof, or having made any payment in respect of any of the items for which the Company or any of its Subsidiaries is permitted to make payments to any Parent pursuant to Section 409, or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including but not limited to receiving or paying royalties for the use thereof) relating to the business or businesses of the Company or any Subsidiary thereof, (y) any taxes attributable to any taxable period (or portion thereof) ending on or prior to the Issue Date, or to Holding's or any Parent's receipt of, entitlement to, or obligation to make any payment in connection with the Transactions, including any payment received after the Issue Date pursuant to any agreement relating to the Transactions, or (z) any other federal, state, foreign, provincial or local taxes measured by income for which any

Parent is liable up to an amount not to exceed, with respect to federal taxes, the amount of any such taxes that the Company and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated basis as if the Company had filed a consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Code or an analogous provision of state, local or foreign law) of which it were the common parent, or with respect to state and local taxes, the amount of any such taxes that the Company and its Subsidiaries would have been required to pay on a separate company basis, or on a combined basis as if the Company had filed a combined return on behalf of an affiliated group consisting only of the Company and its Subsidiaries. "Resale Restriction Termination Date" means, with respect to any Note, the date that is two years (or such other period as may hereafter be provided under Rule 144(k) under the Securities Act or any successor provision thereto as permitting the resale by non-affiliates of Restricted Securities without restriction) after the later of the original issue date in respect of such Note and the last date on which the Issuers or any Affiliate of either of the Issuers was the owner of such Note (or any Predecessor Note thereto). "Responsible Officer" when used with respect to the Trustee means the chairman or vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president or assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Restricted Payment Transaction" means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term "Restricted Payment" (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition). "Restricted Security" has the meaning assigned to such term in Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to receive, at its request, and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security. "Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary. "Ripplewood" means Ripplewood Holdings L.L.C. "Ripplewood Investor" means, collectively, (i) Ripplewood Partners II LP, a Delaware limited partnership, or any successor thereto, (ii) Ripplewood Partners II Parallel Fund, LP, a Delaware limited partnership, or any successor thereto, (iii) Ripplewood Partners II

Off-shore Parallel Fund, LP, a Cayman Islands exempted limited partnership, or any successor thereto, (iv) any Affiliate of any thereof, and (v) any successor in interest to any thereof. "RSC" has the meaning set forth in the preamble, and any successor in interest thereto. "Rule 144A" means Rule 144A under the Securities Act. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Senior ABL Agreement" means the Credit Agreement, dated as of the Issue Date, among the Company; Deutsche Bank AG, New York Branch, as administrative agent and collateral agent; Citicorp North America, Inc., as syndication agent; General Electric Capital Corporation, as senior managing agent; the lenders party thereto from time to time; Deutsche Bank Securities, Inc. and Citigroup Global Markets Inc. as joint lead arrangers; and Deutsche Bank Securities, Inc., and Citigroup Global Markets Inc. as joint bookrunning managers, as such agreement may be amended, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original administrative agent, lenders and other financial institutions or other agents, lenders and other financial institutions or otherwise, and whether provided under the original Senior ABL Agreement or one or more other credit agreements, indentures (including the Indenture) or financing agreements or otherwise). "Senior ABL Facility" means the collective reference to the Senior ABL Agreement, any Loan Documents (as defined therein), any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent, lenders and other financial institutions or other agents, lenders and other financial institutions or otherwise, and whether provided under the original Senior ABL Agreement or one or more other credit agreements, indentures (including this Indenture) or financing agreements or otherwise). Without limiting the generality of the foregoing, the term "Senior ABL Facility" shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. "Senior Credit Agreements" means, collectively, the Senior ABL Agreement and the Senior Term Agreement.

"Senior Credit Facilities" means, collectively, the Senior ABL Facility and the Senior Term Facility. "Senior Indebtedness" means any Indebtedness of the Company or any Restricted Subsidiary other than Subordinated Obligations. "Senior Term Agreement" means the Credit Agreement, dated as of the Issue Date, among the Issuers; any other borrowers party thereto from time to time; Deutsche Bank AG, New York Branch, as administrative agent; Citicorp North America, Inc., as syndication agent; General Electric Capital Corporation, as co-documentation agent; the lenders party thereto from time to time; Deutsche Bank Securities Inc. and Citigroup Global Markets, Inc., as joint lead arrangers; and Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as joint bookrunning managers, as such agreement may be amended, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original administrative agent, lenders and other financial institutions or other agents, lenders and other financial institutions or otherwise, and whether provided under the original Senior Term Agreement or one or more other credit agreements, indentures (including this Indenture) or financing agreements or otherwise). "Senior Term Facility" means the collective reference to the Senior Term Agreement, any Loan Documents (as defined therein), any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent, lenders and other financial institutions or other agents, lenders and other financial institutions or otherwise, and whether provided under the original Senior Term Agreement or one or more other credit agreements, indentures (including this Indenture) or financing agreements or otherwise). Without limiting the generality of the foregoing, the term "Senior Term Facility" shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC, as such Regulation is in effect on the Issue Date. "Special Purpose Entity" means (x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time), other accounts and/or other receivables, and/or related assets, and/or (ii) acquiring, selling, leasing, financing or refinancing Equipment, and/or related rights

(including under leases, manufacturer warranties and buy-back programs, and insurance policies) and/or assets (including managing, exercising and disposing of any such rights and/or assets). "Special Purpose Financing" means any financing or refinancing of assets consisting of or including Receivables and/or other Equipment of the Company or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition. "Special Purpose Financing Fees" means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing. "Special Purpose Financing Undertakings" means representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Company or any of its Restricted Subsidiaries that the Company determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes or (ii) Hedging Obligations, or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Company or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Company or a Restricted Subsidiary that is not a Special Purpose Subsidiary. "Special Purpose Subsidiary" means a Subsidiary of the Company that (a) is engaged solely in (x) the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time) and other accounts and receivables (including any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and/or (ii) acquiring, selling, leasing, financing or refinancing Equipment, and/or related rights (including under leases, manufacturer warranties and buy-back programs, and insurance policies) and/or assets (including managing, exercising and disposing of any such rights and/or assets), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and (y) any business or activities incidental or related to such business, and (b) is designated as a "Special Purpose Subsidiary" by the Board of Directors. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., and its successors.

"Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency). "Subordinated Obligations" means any Indebtedness of the Company (whether outstanding on the date of this Indenture or thereafter Incurred) that is expressly subordinated in right of payment to the Notes pursuant to a written agreement. "Subsidiary" of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person or (ii) one or more Subsidiaries of such Person. "Subsidiary Guarantee" means any guarantee that may from time to time be entered into by a Restricted Subsidiary of the Company on or after the Issue Date pursuant to Section 414. "Subsidiary Guarantor" means any Restricted Subsidiary of the Company that enters into a Subsidiary Guarantee. "Successor Company" shall have the meaning assigned thereto in clause (i) under Section 501. "Supplemental Indenture" means a Supplemental Indenture, to be entered into substantially in the form attached hereto as Exhibit E. "Tax Sharing Agreement" means the Tax Sharing Agreement, dated as of the Issue Date, among the Company, RSC, Holding, RSC Holdings I, LLC, RSC Holdings II, LLC and Rental Service Corporation of Canada Ltd., as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of this Indenture. "Temporary Cash Investments" means any of the following: (i) any investment in (x) direct obligations of the United States of America, a member state of the European Union or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any thereof or obligations Guaranteed by the United States of America or a member state of the European Union or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States of America rated at least "A" by S&P or "A-1" by Moody's (or, in either case, the equivalent of such rating

by such organization or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any nationally recognized rating organization), (ii) overnight bank deposits, and investments in time deposit accounts, certificates of deposit, bankers' acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued by (x) any bank or other institutional lender under a Credit Facility or any affiliate thereof or (y) a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) and whose long term debt is rated at least "A" by S&P or "A-1" by Moody's (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any nationally recognized rating organization) at the time such Investment is made, (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) or (ii) above entered into with a bank meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than that of the Company or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of "P-2" (or higher) according to Moody's or "A-2" (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any nationally recognized rating organization), (v) Investments in securities maturing not more than one year after the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least "A" by S&P or "A" by Moody's (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any nationally recognized rating organization), (vi) Preferred Stock (other than of the Company or any of its Subsidiaries) having a rating of "A" or higher by S&P or "A2" or higher by Moody's (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any nationally recognized rating organization), (vii) investment funds investing 95% of their assets in securities of the type described in clauses (i)-(vi) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution), (viii) any money market deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having capital and surplus in excess of $250.0 million (or the foreign currency equivalent thereof), or investments in money market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940, as amended, and (ix) similar investments approved by the Board of Directors in the ordinary course of business. "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-7bbbb) as in effect on the date of this Indenture. "Trade Payables" means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.

"Transactions" means, collectively, any or all of the following: (i) the entry into the Indenture, and the offer and issuance of the Notes, (ii) the entry into the Senior Credit Facilities and Incurrence of Indebtedness thereunder by one or more of the Company and its Subsidiaries, (iii) the distribution of the net proceeds from the offer and sale of the Notes and the Incurrence of Indebtedness under the Senior Credit Facilities to ACNA, (iv) the repurchase by ACNA of its issued and outstanding capital stock from Atlas Copco Finance S.a.r.l. in accordance with the Recapitalization Agreement, (v) the issue of but not payment under up to $400 million aggregate principal amount of contingent earn-out notes in accordance with the Recapitalization Agreement, (vi) the repayment by Atlas Copco AB of Indebtedness between RSC and certain of RSC's affiliates in accordance with the Recapitalization Agreement, (vii) the contribution by Holding of 100% of the capital stock of RSC through RSC Holdings I, LLC and RSC Holdings II to the Company, (viii) the contribution by the Company of all of RSC's outstanding Series A preferred stock to RSC and the cancellation by RSC of that stock in accordance with the Recapitalization Agreement, (ix) the equity investment by Affiliates of the Ripplewood Investors and the Oak Hill Investors in ACNA in accordance with the Recapitalization Agreement, (x) the satisfaction of or action taken to permit any Parent to satisfy any obligations under the Recapitalization Agreement and (xi) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing). "Trustee" means the party named as such in the first paragraph of this Indenture until a successor replaces it and, thereafter, means the successor. "Trust Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that (A) such designation was made at or prior to the Issue Date or (B) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (C) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 409. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation (x) the Company could Incur at least $1.00 of additional Indebtedness under Section 407(a) or (y) the Consolidated Coverage Ratio would be greater than it was immediately prior to giving effect to such designation or (z) such Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred (and upon such designation shall be deemed to be Incurred and outstanding) pursuant to Section 407(b). Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Company's Board of Directors

giving effect to such designation and an Officer's Certificate of the Company certifying that such designation complied with the foregoing provisions. "U.S. Government Obligation" means (x) any security that is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under the preceding clause (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation that is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation that is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. "Vice President", when used with respect to any Person, means any vice president of such Person, whether or not designated by a number or a word or words added before or after the title "vice president." "Voting Stock" of an entity means all classes of Capital Stock of such entity then outstanding and normally entitled to vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity. Section 102. Other Definitions.
Term ---"Act"................................... "Affiliate Transaction"................. "Agent Members"......................... "Amendment"............................. "Applicable Premium".................... "Authentication Order".................. "Bankruptcy Law"........................ "Certificate of Beneficial Ownership"... "Change of Control Offer"............... "Covenant Defeasance"................... "Custodian"............................. "Defaulted Interest".................... "Defeasance"............................ "Defeased Notes"........................ "Distribution Compliance Period"........ Defined in Section ---------108 412 312 410 1001 303 601 313 415 1203 601 307 1202 1201 201

Term ---"Event of Default"...................... "Excess Proceeds"....................... "Expiration Date"....................... "Global Notes".......................... "Initial Agreement"..................... "Initial Lien".......................... "Note Register" and "Note Registrar".... "Notice of Default"..................... "Offer"................................. "Paying Agent".......................... "Permanent Regulation S Global Note".... "Permitted Payment"..................... "Physical Notes"........................ "Private Placement Legend".............. "Redemption Amount"..................... "Redemption Price"...................... "Refinancing Agreement"................. "Regular Record Date"................... "Regulation S Global Notes"............. "Regulation S Note Exchange Date"....... "Regulation S Physical Notes"........... "Reporting Date"........................ "Restricted Payment".................... "Rule 144A Global Note"................. "Rule 144A Physical Notes".............. "Subsidiary Guaranteed Obligations"..... "Successor Company"..................... "Temporary Regulation S Global Note".... "Treasury Rate".........................

Defined in Section ---------601 411 108 201 410 413 305 601 411 305 201 409 201 203 1001 1001 410 301 201 313 201 405 409 201 201 1301 501 201 1001

Section 103. Rules of Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Indenture have the meanings assigned to them in this Indenture; (2) "or" is not exclusive; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (4) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(5) all references to "$" or "dollars" shall refer to the lawful currency of the United States of America; (6) the words "include," "included" and "including," as used herein, shall be deemed in each case to be followed by the phrase "without limitation," if not expressly followed by such phrase or the phrase "but not limited to"; (7) words in the singular include the plural, and words in the plural include the singular; (8) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; and (9) any reference to a Section, Article or clause refers to such Section, Article or clause of this Indenture. Section 104. Incorporation by Reference of TIA. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture. Any terms incorporated by reference in this Indenture that are defined by the TIA, defined by any TIA reference to another statute or defined by SEC rule under the TIA, have the meanings so assigned to them therein. The following TIA terms have the following meanings: "indenture securities" means the Notes. "indenture security holder" means a Noteholder. "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Trustee. "obligor" on the indenture securities means the Issuers, any Subsidiary Guarantor, and any successor or other obligor on the indenture securities. Section 105. Conflict with TIA. If any provision hereof limits, qualifies or conflicts with a provision of the TIA that is required under the TIA to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed (i) to apply to this Indenture as so modified or (ii) to be excluded, as the case may be. Section 106. Compliance Certificates and Opinions. Upon any application or request by the Issuers or by any other obligor upon the Notes (including any Subsidiary Guarantor) to the Trustee to take any action under any provision of this Indenture, the Issuers or such other obligor (including any Subsidiary Guarantor), as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under the TIA. Each such certificate or

opinion shall be given in the form of one or more Officer's Certificates, if to be given by an Officer, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the TIA and any other requirements set forth in this Indenture. Notwithstanding the foregoing, in the case of any such request or application as to which the furnishing of any Officer's Certificate or Opinion of Counsel is specifically required by any provision of this Indenture relating to such particular request or application, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 406) shall include: (1) a statement that the individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such individual, he or she made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of such individual, such condition or covenant has been complied with. Section 107. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers to the effect that the information with respect to such factual matters is in the possession of the Issuers, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 108. Acts of Noteholders; Record Dates. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuers, as the case may be. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 701) conclusive in favor of the Trustee, the Issuers and any other obligor upon the Notes, if made in the manner provided in this Section 108. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership or other legal entity other than an individual, on behalf of such corporation or partnership or entity, such certificate or affidavit shall also constitute sufficient proof of such Person's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, suffered or omitted to be done by the Trustee, the Issuers or any other obligor upon the Notes in reliance thereon, whether or not notation of such action is made upon such Note. (e) (i) The Issuers may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Notes, provided that the Issuers may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date (or their duly designated proxies), and no other Holders, shall be entitled to take the relevant action, whether or not such Persons remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Issuers from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and

of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Issuers, at their expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Notes in the manner set forth in Section 110. (ii) The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to join in the giving or making of (A) any Notice of Default, (B) any declaration of acceleration referred to in Section 602, (C) any request to institute proceedings referred to in Section 607(ii) or (D) any direction referred to in Section 612, in each case with respect to Notes. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Issuers' expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuers in writing and to each Holder of Notes in the manner set forth in Section 110. (iii) With respect to any record date set pursuant to this Section 108, the party hereto that sets such record dates may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Issuers or the Trustee, whichever such party is not setting a record date pursuant to this Section 108(e) in writing, and to each Holder of Notes in the manner set forth in Section 110, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto that set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. (iv) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. (v) Without limiting the generality of the foregoing, a Holder, including the Depositary or the Common Depositary, that is the Holder of a Global Note, may make, give or take,

by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, the Depositary or the Common Depositary, as the Holder of a Global Note, may provide its proxy or proxies to the beneficial owners of interest in any such Global Note through such depositary's standing instructions and customary practices. (vi) The Issuers may fix a record date for the purpose of determining the persons who are beneficial owners of interests in any Global Note held by the Depositary or the Common Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. Section 109. Notices, etc., to Trustee and Issuers. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Issuers or by any other obligor upon the Notes shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at 213 Court Street, Suite 703, Middletown, CT 06457, Attention: Corporate Trust Department (telephone: (860) 704-6217; telecopier: (860) 704-6219 or at any other address furnished in writing to the Issuers by the Trustee, or (2) the Issuers by the Trustee or by any Holder shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to Wells Fargo Bank, National Association, 213 Court Street, Suite 703, Middletown, Connecticut 06457, Attention: Joseph P. O'Donnell or at any other address previously furnished in writing to the Trustee by the Issuers. The Issuers or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications. Section 110. Notices to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or by overnight air courier guaranteeing next day delivery, to each Holder affected by such event, at such Holder's address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case, by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail notice of any event as required by any provision of this Indenture, then such notification as shall be made with the approval of the Trustee (such approval not to be unreasonably withheld) shall constitute a sufficient notification for every purpose hereunder. Section 111. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 112. Successors and Assigns. All covenants and agreements in this Indenture by the Issuers shall bind their respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors. Section 113. Separability Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 114. Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 115. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUERS ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES. Section 116. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal and premium (if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no interest shall accrue on such payment for the intervening period.

Section 117. No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders. No director, officer, employee, incorporator or stockholder of the Issuers, any Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Issuers or any Subsidiary Guarantor under this Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each Noteholder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Section 118. Exhibits and Schedules. All exhibits and schedules attached hereto are by this reference made a part hereof with the same effect as if herein set forth in full. Section 119. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. ARTICLE II NOTE FORMS Section 201. Forms Generally. (a) The Initial Notes and Initial Additional Notes that are not Exchange Notes and the Trustee's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit A, annexed hereto. The Exchange Notes and any Additional Notes that are not Initial Additional Notes, or that are issued in a registered offering pursuant to the Securities Act, and the Trustee's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit C, annexed hereto. Each of Exhibits A and B is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or depositary rule or usage, agreements to which the Issuers are subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Issuers executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Issuers). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibits A and B are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A shall, unless the Issuers otherwise notify the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A hereto, except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the "Rule 144A Global Note. The Rule 144A Global Note shall be deposited with the Trustee, as custodian for the Depositary or its nominee, in each case for credit to an account of an Agent Member, and shall be duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Rule 144A Global Note may from

time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless the Issuers otherwise notify the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A hereto, except as otherwise permitted herein. Such Global Notes will be referred to collectively herein as the "Temporary Regulation S Global Note." The Temporary Regulation S Global Note shall be deposited with the Trustee, as custodian for the Depositary or its nominee for the accounts of designated Agent Members holding on behalf of Euroclear or Clearstream and shall be duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Temporary Regulation S Global Note may from time to time be increased or increased by adjustments made on the records of the Trustee as hereinafter provided. Following the expiration of the distribution compliance period set forth in Regulation S (the "Distribution Compliance Period") with respect to any Temporary Regulation S Global Note, beneficial interests in such Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in substantially the form set forth in Exhibit A hereto, except as otherwise permitted herein. Such Global Notes will be referred to collectively herein as the "Permanent Regulation S Global Note." The Permanent Regulation S Global Note shall be deposited with the Trustee, as custodian for the Depositary or its nominee for credit to the account of an Agent Member and shall be duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of a Permanent Regulation S Global Note, the Trustee shall cancel the related Temporary Regulation S Global Note. Subject to the limitations on the issuance of certificated Notes set forth in Sections 312 and 313, Initial Notes and any Initial Additional Notes issued pursuant to Section 305 in exchange for or upon transfer of beneficial interests (x) in a Rule 144A Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A hereto (the "Rule 144A Physical Notes") or (y) in a Regulation S Global Note (if any), on or after the Regulation S Note Exchange Date with respect to such Regulation S Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A hereto (the "Regulation S Physical Notes"), respectively, as hereinafter provided. The Rule 144A Physical Notes and Regulation S Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the Rule 144A Global Notes and Regulation S Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Rule 144A Physical Notes and the Regulation S Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the "Physical Notes." The Rule 144A Global Notes and the Regulation S Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the "Global Notes."

Exchange Notes shall be issued substantially in the form set forth in Exhibit B hereto and, subject to Section 312(b), shall be in the form of one or more Global Notes. Section 202. Form of Trustee's Certificate of Authentication. The Notes will have endorsed thereon a Trustee's certificate of authentication. If an appointment of an Authenticating Agent is made pursuant to Section 714, the Notes may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternative certificate of authentication. Section 203. Restrictive and Global Note Legends. Each Global Note and Physical Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the following legend set forth below (the "Private Placement Legend") on the face thereof until the Private Placement Legend is removed or not required in accordance with Section 313(4): THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN "INSTITUTIONAL" ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(l), (2), (3), OR (7) UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") AND (2) AGREES THAT IT WILL NOT WITHIN [TWO YEARS--FOR NOTES ISSUED PURSUANT TO RULE 144A] [40 DAYS--FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S] AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE ON WHICH THE ISSUERS OR ANY OF THEIR AFFILIATES OWNED SUCH NOTE, OFFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) (I) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE THE UNITED STATES TO AN ACCREDITED

INVESTOR THAT IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR THE OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (V) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (VI) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (VII) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES (III) TO (VI) OF CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUERS SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. Each Global Note, whether or not an Initial Note, shall also bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 312 AND 313 OF THE INDENTURE (AS DEFINED HEREIN). Each Temporary Regulation S Global Note shall also bear the following legend on the face thereof: EXCEPT AS SPECIFIED IN THE INDENTURE, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40 DAY DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT). DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM, OR CLEAR-STREAM BANKING, SOCIETE ANONYME. ARTICLE III THE NOTES Section 301. Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Notes will be issued in an aggregate principal amount of $620 million. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "9 1/2% Senior Notes due 2014" of the Issuers. The final Stated Maturity of the Notes shall be December 1, 2014. Interest on the Outstanding principal amount of Notes will accrue at the rate of 9 1/2% per annum and will be payable, in each case, semi-annually in arrears on June 1 and December 1 in each year, commencing on June 1, 2007, to holders of record on the immediately preceding May 15 and

November 15, respectively (each such date, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from November 27, 2006; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. Section 302. Denominations. The Notes shall be issuable only in fully registered form, without coupons, and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Section 303. Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by one Officer of such Issuer. The signature of any such Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $620 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Issuers in the form of an Officer's Certificate of each of the Issuers (an "Authentication Order"). Such Officer's Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the "CUSIP," "ISIN," "Common Code" or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 304. Temporary Notes. Until definitive Notes are ready for delivery, the Issuers may prepare and upon receipt of an Authentication Order the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes. If temporary Notes are issued, the Issuers will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuers in a Place of Payment, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes the Issuers shall execute and upon receipt of an Authentication Order the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes of the same series and tenor. Section 305. Registrar and Paving Agent. The Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuers in a Place of Payment being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of Notes and of transfers of Notes. The Issuers may have one or more co-registrars. The term "Note Registrar" includes any co-registrars. The Issuers shall maintain an office or agent within the United States where Notes may be presented for payment (the "Paying Agent"); provided, however, that at the option of the Issuers payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. The Issuers may have one or more additional paying agents, and the term "Paying Agent" includes the Paying Agent and any additional Paying Agent. The Issuers initially appoint the Trustee as "Note Registrar" and "Paying Agent" in connection with the Notes until such time as the Trustee has resigned or a successor has been appointed. The Issuers may change the Paying Agent or Note Registrar for any series of Notes without prior notice to the Holders of Notes. The Issuers may enter into an appropriate agency agreement with any Note Registrar or Paying Agent not a party to this Indenture. Any such agency agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail to appoint or maintain a Note Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuers or any wholly-owned Domestic Subsidiary of either of the Issuers may act as Paying Agent, Note Registrar or transfer agent. Upon surrender for transfer of any Note at the office or agency of the Issuers in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Issuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Note Registrar duly executed, by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration, transfer or exchange of Notes, but the Issuers may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. The Issuers shall not be required (i) to issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (it) to transfer or exchange any Note so selected for redemption (or purchase) in whole or in part. Section 306. Mutilated. Destroyed. Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a "protected purchaser") and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuers, the Trustee, a Paying Agent and the Note Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuers in their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuers, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. Section 307. Payment of Interest Rights Preserved. Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest specified in Section 301. Any interest on any Note that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Issuers, at its election, as provided in clause (1) or clause (2) below: (1) The Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuers shall notify the Trustee and Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee or Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee or Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause (1). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee and the Paying Agent of the notice of the proposed payment. The Trustee shall promptly notify the Issuers of such Special Record Date and, in the name and at the expense of the Issuers, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder at such Holder's address as it appears in the Note Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2) The Issuers may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuers to the Trustee and the Paying Agent of the proposed payment pursuant to this clause (2), such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section 307, each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note of the same series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Note of such series. Section 308. Persons Deemed Owners. The Issuers, any Subsidiary Guarantor, the Trustee, the Paying Agent and any agent of any of them may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any), and (subject to Section 307) interest on, such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuers, any Subsidiary Guarantor, the Trustee, the Paying Agent or any agent of any of them shall be affected by notice to the contrary. Section 309. Cancellation. All Notes surrendered for payment, redemption, transfer, exchange or conversion shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Issuers may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuers may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures (subject to the record retention requirements of the Exchange Act). Section 310. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Section 311. CUSIP Numbers, ISINs, etc. The Issuers in issuing the Notes may use "CUSIP" numbers, ISINs and "Common Code" numbers (if then generally in use), and if so, the Trustee may use the CUSIP numbers, ISINs and "Common Code" numbers in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of such numbers printed in the notice or on the Notes; that reliance may be placed only on the other identification numbers printed on the Notes; and that any redemption shall not be affected by any defect in or omission of such numbers. Section 312. Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary, in each case for credit to the

account of an Agent Member, and (ii) be delivered to the Trustee as custodian for such Depositary. None of the Issuers or any agent of the Issuers shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary, Euroclear or Clearstream ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or its respective custodians, or under such Global Notes. The Depositary may be treated by the Issuers, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or impair, as between the Depositary, Euroclear or Clearstream, as the case may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged for Physical Notes unless (i) the Issuers have consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary, Euroclear or Clearstream, as the case may be, and the provisions of Sections 305 and 313. Subject to the limitation on issuance of Physical Notes set forth in Section 313(3), Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) in the case of a Global Note, the Depositary notifies the Issuers at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii) in the case of a Global Note, the Depositary ceases to be registered as a "Clearing Agency" under the Exchange Act and a successor depositary is not appointed within 120 days; (iii) the Issuers, at their option, notify the Trustee that they elect to cause the issuance of Physical Notes; or (iv) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the Depositary to issue Physical Notes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to Section 312(b), the Note Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations.

(d) In connection with a transfer of an entire Global Note to beneficial owners pursuant to Section 312(b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary, Euroclear or Clearstream, as the case may be, in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of Rule 144A Physical Notes (in the case of any Rule 144A Global Note) or Regulation S Physical Notes (in the case of any Regulation S Global Note), as the case may be, of authorized denominations. (e) The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth in Section 313) and the procedures therefor of the Depositary, Euroclear or Clearstream, as the case may be. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. A transferor of a beneficial interest in a Global Note shall deliver to the Note Registrar a written order given in accordance with the procedures of the Depositary or of Euroclear or Clearstream, as applicable, containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the relevant Global Note. Subject to Section 313, the Note Registrar shall, in accordance with such instructions, instruct the Depositary or Euroclear or Clearstream, as applicable, to credit to the account of the Person specified in such instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred. (f) Any Physical Note delivered in exchange for an interest in a Global Note pursuant to Section 312(b) shall, unless such exchange is made on or after the Resale Restriction Termination Date applicable to such Note and except as otherwise provided in Section 203 and Section 313, bear the Private Placement Legend. (g) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be held only through Euroclear or Clearstream, or designated Agent Members holding on behalf of Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 313. (h) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. Section 313. Special Transfer Provisions. (1) Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,

(a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar and the Issuers and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Issuers and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Issuers and the Trustee, and (b) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar and the Issuers and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Note, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Issuers shall execute and the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount. (2) Transfers to OIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Issuers and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Issuers and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the procedures of the Note Registrar

and of the Depositary whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be. (3) Limitation on Issuance of Physical Notes. No Physical Note shall be exchanged for a beneficial interest in any Global Note, except in accordance with Section 312 and this Section 313. A beneficial owner of an interest a Temporary Regulation S Global Note (and, in the case of any Additional Notes for which no Temporary Regulation S Global Note is issued, any Regulation S Global Note) shall not be permitted to exchange such interest for a Physical Note or (in the case of such interest in a Temporary Regulation S Global Note) an interest in a Permanent Regulation S Global Note until a date, which must be after Distribution Compliance Date, on which the Issuers receive a certificate of beneficial ownership substantially in the form of Exhibit C from such beneficial owner (a "Certificate of Beneficial Ownership"). Such date, as it relates to a Regulation S Global Note, is herein referred to as the "Regulation S Note Exchange Date." (4) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Note Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Note Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) the requested transfer is after the relevant Resale Restriction Termination Date with respect to such Notes, (ii) upon written request of the Issuers after there is delivered to the Note Registrar an opinion of counsel (which opinion and counsel are satisfactory to the Issuers and the Trustee) to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, (iii) with respect to a Regulation S Global Note (on or after the Regulation S Note Exchange Date with respect to such Regulation S Global Note) or Regulation S Physical Note, in each case with the agreement of the Issuers, or (iv) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act. (5) Other Transfers. The Note Registrar shall effect and register, upon receipt of a written request from the Issuers to do so, a transfer not otherwise permitted by this Section 313, such registration to be done in accordance with the otherwise applicable provisions of this Section 313, upon the furnishing by the proposed transferor or transferee of a written opinion of counsel (which opinion and counsel are satisfactory to the Issuers and the Trustee) to the effect that, and such other certifications or information as the Issuers or the Trustee may require (including, in the case of a transfer to an Accredited Investor (as defined in Rule 501(a)(1), (2), (3) or (7) under Regulation D promulgated under the Securities Act), a certificate substantially in the form of Exhibit G) to confirm that, the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

A Note that is a Restricted Security may not be transferred other than as provided in this Section 313. A beneficial interest in a Global Note that is a Restricted Security may not be exchanged for a beneficial interest in another Global Note other than through a transfer in compliance with this Section 313. (6) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The Note Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 312 or this Section 313 (including all Notes received for transfer pursuant to Section 313). The Issuers shall have the right to require the Note Registrar to deliver to the Issuers, at the Issuers' expense, copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Note Registrar. In connection with any transfer of any Note, the Trustee, the Note Registrar and the Issuers shall be entitled to receive, shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the certificates, opinions and other information referred to herein (or in the forms provided herein, attached hereto or to the Notes, or otherwise) received from any Holder and any transferee of any Note regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive such Note and any other facts and circumstances related to such transfer. Section 314. Payment of Additional Interest. (a) Under certain circumstances the Issuers will be obligated to pay certain additional amounts of interest to the Holders of certain Initial Notes, as more particularly set forth in such Initial Notes. (b) Under certain circumstances the Issuers may be obligated to pay certain additional amounts of interest to the Holders of certain Initial Additional Notes, as may be more particularly set forth in such Initial Additional Notes. (c) Prior to any Interest Payment Date on which any such additional interest is payable, the Issuers shall give notice to the Trustee of the amount of any additional interest due on such Interest Payment Date. Section 315. [Reserved]. ARTICLE IV COVENANTS Section 401. Payment of Principal, Premium and Interest. The Issuers shall duly and punctually pay the principal of (and premium, if any) and interest on the Notes in

accordance with the terms of the Notes and this Indenture. Principal amount (and premium, if any) and interest on the Notes shall be considered paid on the date due if the Issuers shall have deposited with the applicable Paying Agent (if other than either of the Issuers or a wholly-owned Domestic Subsidiary of either of the Issuers) as of 12:00 p.m. New York City time on the due date money in immediately available funds and designated for and sufficient to pay all principal amount (and premium, if any) and interest then due. Section 402. Maintenance of Office or Agency. (a) The Issuers shall maintain in the United States where Notes may be presented or surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. (b) The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all purposes and may from time to time rescind such designations. The Issuers hereby designate (i) the Corporate Trust Office of the Trustee as such office or agency of the Issuers where Notes may be presented or surrendered for payment or for transfer or exchange for so long as such Corporate Trust Office remains a Place of Payment, in accordance with Section 305 hereof. Section 403. Money for Payments To Be Held in Trust. If an Issuer shall at any time act as the Paying Agent, it shall, on or before 12:00 p.m., New York City time on each due date of the principal of (and premium, if any) or interest on, any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act. If an Issuer is not acting as the Paying Agent, the Issuers shall, on or prior to 12:00 p.m., New York City time on each due date of the principal of (and premium, if any) or interest on, any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuers shall promptly notify the Trustee of their action or failure so to act. If an Issuer is not acting as the Paying Agent, the Issuers shall cause any Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 403, that such Paying Agent shall

(1) hold all sums held by it for the payment of principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default by the Issuers (or any other obligor upon the Notes) in the making of any such payment of principal (and premium, if any) or interest; (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (4) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture and TIA relating to the duties, rights and liabilities of such Paying Agent. The Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuers Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuers or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Issuers on Issuers Request, or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease. Section 404. [Reserved]. Section 405. SEC Reports. Notwithstanding that the Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Issuers are required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if they were so subject. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, as was so required to file or would be so required to file if the Company or RSC, as applicable were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company or RSC website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result

of the Company's or RSC's, as applicable, accountants not being "independent" (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the "Reporting Date") and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company or RSC, as applicable). The Company or RSC, as applicable will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company or RSC, as applicable, is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company or RSC, as applicable, also will comply with the other provisions of TIA Section 314(a). Section 406. Statement as to Default. The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuers ending after January 1, 2007, an Officer's Certificate to the effect that to the best knowledge of the signer thereof neither of the Issuers is or is not in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if either of the Issuers shall be in default, specifying all such defaults and the nature and status thereof of which such signer may have knowledge. To the extent required by the TIA, each Subsidiary Guarantor, if any, shall comply with TIA Section 314(a)(4). The individual signing any certificate given by any Person pursuant to this Section 406 shall be the principal executive, financial or accounting officer of such Person, in compliance with TIA Section 314(a)(4). Section 407. Limitation on Indebtedness. (a) The Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Company or any Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be greater than 2.00:1.00.

(b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness: (i) Indebtedness Incurred pursuant to any Credit Facility (including but not limited to in respect of letters of credit or bankers' acceptances issued or created thereunder) and Indebtedness Incurred other than under any Credit Facility, and (without limiting the foregoing), in each case, any Refinancing Indebtedness in respect thereof, in a maximum principal amount at any time outstanding not exceeding in the aggregate the amount equal to (A) $1,130.0 million, plus (B) the greater of (1) $1,900 million less the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities that are Domestic Entities and then outstanding pursuant to clause (ix) of this paragraph (b) and (2) an amount equal to the Borrowing Base less the aggregate principal amount of Indebtedness Incurred by Special Purpose Subsidiaries that are Domestic Subsidiaries and then outstanding pursuant to clause (ix) of this paragraph (b), plus (C) in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; (ii) Indebtedness (A) of any Restricted Subsidiary to the Company or (B) of the Company or any Restricted Subsidiary to any Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Company or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause (ii); (iii) Indebtedness represented by the Notes issued on the Issue Date (or any Notes issued in respect thereof or in exchange therefor) and the Notes (other than any Additional Notes), any Indebtedness (other than the Indebtedness described in clause (ii) above) outstanding on the Issue Date and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iii) or paragraph (a) above; (iv) Purchase Money Obligations and Capitalized Lease Obligations, and any Refinancing Indebtedness with respect thereto not to exceed the greater of (A) $225.0 million and (B) 12% of Consolidated Tangible Assets, in an aggregate amount outstanding at any one time; (v) Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the Company or any of its Restricted Subsidiaries; (vi) (A) Guarantees by the Company or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Company or any Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of this Section 407), or (B) without limiting Section 413, Indebtedness of the Company or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Company or any

Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of this Section 407); (vii) Indebtedness of the Company or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds, provided that such Indebtedness is extinguished within five Business Days of its Incurrence, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in connection with the acquisition or disposition of any business, assets or Person after the Issue Date; (viii) Indebtedness of the Company or any Restricted Subsidiary in respect of (A) letters of credit, bankers' acceptances or other similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers' compensation statutes), or (B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business, or (C) Hedging Obligations, entered into for bona fide hedging purposes, or (D) the financing of insurance premiums in the ordinary course of business, or (E) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Issuers or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement; (ix) Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided that (1) such Indebtedness is not recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), (2) in the event such Indebtedness shall become recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the Company as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this covenant for so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (1), the Company may classify such Indebtedness in whole or in part as Incurred under this Section 407(b)(ix); (x) Indebtedness of any Person that is assumed by the Company or any Restricted Subsidiary in connection with its acquisition of assets from such Person or any Affiliate thereof or is issued and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary or merged or consolidated with or into any Restricted Subsidiary (other than Indebtedness Incurred to finance, or otherwise Incurred in connection with, such acquisition); provided that on the date of such acquisition, merger or consolidation, after giving effect thereto, the Company could

Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) above; and any Refinancing Indebtedness with respect to any such Indebtedness; (xi) Indebtedness of any Foreign Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the sum of (A) the greater of (x) $100 million and (y) an amount equal to (1) the Foreign Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities that are Foreign Entities and then outstanding pursuant to clause (ix) of this paragraph (b) and (B) in the event of any refinancing of Indebtedness incurred under this clause (xi), the aggregate amount of any fees, underwriting discount, premium and other cost and expenses incurred in connection with such refinancing and any Refinancing Indebtedness with respect to any such Indebtedness; (xii) Contribution Indebtedness, and any Refinancing Indebtedness with respect thereto; and (xiii) Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of (x) $200 million or (y) 10% of Consolidated Tangible Assets. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 407, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this Section 407) arising under any Guarantee, Lien or letter of credit, bankers' acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers' acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in paragraph (b) above, the Company, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of such clauses (including in part under one such clause and in part under another such clause); and (iii) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (d) For purposes of determining co