First Amendment to Amended and Restated Credit Agreement among RSC Holdings II, LLC, RSC Holdings III, LLC, RSC Equipment Rental, Inc., RSC Equipment Rental of Canada Ltd., and Deutsche Bank AG

Exhibit 10.1

Execution Copy

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

          FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of November 9, 2009, among RSC HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), RSC HOLDINGS III, LLC, a Delaware limited liability company (the “Parent Borrower”), RSC EQUIPMENT RENTAL, INC., an Arizona corporation (“RSC”), RSC EQUIPMENT RENTAL OF CANADA LTD., a corporation incorporated and existing under the laws of the Province of Alberta (“RSC Canada”, and together with the Parent Borrower and RSC, the “Borrowers”), the Lenders (as defined below) party hereto, DEUTSCHE BANK AG, NEW YORK BRANCH, as U.S. administrative agent (in such capacity, the “U.S. Administrative Agent”) and DEUTSCHE BANK AG, CANADA BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement (as defined below).

W I T N E S S E T H:

          WHEREAS, Holdings, the Borrowers, the banks and other financial institutions from time to time party thereto (the “Lenders”), the U.S. Administrative Agent and the Canadian Administrative Agent are party to an Amended and Restated Credit Agreement, dated as of November 27, 2006 and amended and restated as of July 30, 2009 (as amended, restated, amended and restated, modified and supplemented to, but not including, the date hereof, the “Credit Agreement”); and

          WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend and/or modify the Credit Agreement as herein provided;

          NOW, THEREFORE, it is agreed:

I. Amendments to Credit Agreement.

     1. Subsection 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:

     “First Amendment”: the First Amendment to this Agreement, dated as of November 9, 2009.

     “First Amendment Effective Date”: as defined in the First Amendment.

     2. The definition of “Specified Equity Contribution” appearing in Subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (c) of such definition and (ii) inserting the following new text immediately prior to the period at the end of such definition:

“and (e) such equity contribution is not used, directly or indirectly, to (i) prepay or repurchase Second Lien-Term Loans or (ii) redeem or repurchase Senior Notes”

     3. Subsection 8.2(o) to the Credit Agreement is hereby amended by (i) inserting the phrase “(less any original issue discount, if applicable)” immediately after the phrase “the principal amount (or accreted value, if applicable) thereof” in clause (i) of the proviso to such subsection and (ii) inserting the phrase “(including any underwriting discounts or commissions)” immediately after the phrase “fees and expenses” in clause (i) of the proviso to such subsection.

     4. Subsection 8.13 of the Credit Agreement is hereby amended by inserting the following new clause (i) immediately following clause (h) appearing in such subsection:

     “(i) Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrowers shall be permitted to make optional (i) prepayments or repurchases of Second-Lien Term Loans with (x) the proceeds of refinancing Indebtedness in respect of such Second-Lien Term Loans incurred in compliance with Section 8.2(o) and/or (y) proceeds received (directly or indirectly) by the Parent Borrower from equity issuances by any Parent Entity of its Capital Stock; provided that if any such proceeds described in preceding clause (x) or (y) are utilized to prepay or repurchase Second-Lien Term Loans at a discount below par, the Borrowers shall have entered into arrangements reasonably satisfactory to the U.S. Administrative Agent to ensure that such prepayments or repurchases are financed solely with proceeds of such refinancing Indebtedness or such equity issuance, as the case may be, prior to the incurrence of any such refinancing Indebtedness or such equity issuance, as the case may be, and (ii) redemptions or repurchases of Senior Notes with (x) the proceeds of refinancing Indebtedness in respect of such Senior Notes incurred in compliance with Section 8.2(o) and/or (y) proceeds received (directly or indirectly) by the Parent Borrower from equity issuances by any Parent Entity of its Capital Stock.”

II. Miscellaneous Provisions.

     1. In order to induce the Lenders to enter into this First Amendment, Holdings and each Borrower hereby represent and warrant that:

     (a) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both immediately before and immediately after giving effect to this First Amendment; and

     (b) all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on the First Amendment Effective Date, both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (unless such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such specific date).

     2. This First Amendment is limited as specified and shall not constitute or be deemed to constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document and shall not prejudice any right or rights that the Administrative Agents or the Lenders may have now or in the future under or in connection with the Credit Agreement or any other Loan Document. Except as expressly amended or waived

hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms

     3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Parent Borrower and the U.S. Administrative Agent.

     4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     5. The First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied:

     (i) Holdings, each Borrower and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: May Yip (facsimile number: 212 ###-###-#### / email address: ***@***);

     (ii) the Borrowers shall have paid to each Lender which executes and delivers to the U.S. Administrative Agent (or its designee) a counterpart hereof by 5:00 P.M. (New York City time) on November 9, 2009 (or such later date and time specified by the Borrowers and notified in writing to the Lenders by the U.S. Administrative Agent), a non-refundable cash fee (the “Amendment Fee”) in dollars in an amount equal to 0.05% of the RCF Commitments of such Lender as in effect on the First Amendment Effective Date. The Amendment Fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter. The Amendment Fee shall be paid by the Borrowers to the U.S. Administrative Agent for distribution to the relevant Lenders not later than the Business Day following the First Amendment Effective Date; and

     (iii) the Borrowers shall have paid to the U.S. Administrative Agent (or its applicable affiliate) all fees, costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the U.S. Administrative Agent (or its applicable affiliate) to the extent then required under Section 11.5 of the Credit Agreement.

     6. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby on the First Amendment Effective Date.

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          IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.

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