SECOND AMENDMENT TO SECOND-LIEN TERM LOAN CREDIT AGREEMENT

Exhibit 10.2

Execution Copy

SECOND AMENDMENT TO SECOND-LIEN TERM LOAN CREDIT AGREEMENT

          SECOND AMENDMENT TO SECOND-LIEN TERM LOAN CREDIT AGREEMENT, dated as of November 9, 2009 (this “Second Amendment”), among RSC HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), RSC HOLDINGS III, LLC, a Delaware limited liability company (the “Parent Borrower”), RSC EQUIPMENT RENTAL, INC., an Arizona corporation (“RSC” and, together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), various Lenders party to the Credit Agreement referred to below, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

          WHEREAS, Holdings, the Borrowers, the Lenders, and the Administrative Agent are a party to a Second-Lien Term Loan Credit Agreement, dated as of November 27, 2006 (as amended, modified and supplemented to, but not including, the date hereof, the “Credit Agreement”); and

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

          NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1

Definitions

          Section 1.1 Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, unless otherwise defined herein or the context otherwise requires.

ARTICLE 2

Amendments

          As of the Second Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as set forth in this Article Two.

          Section 2.1 Amendments to Subsection 1.1 of the Credit Agreement. Subsection 1.1 of the Credit Agreement (Definitions) is hereby amended by inserting in such subsection the following definitions in the appropriate alphabetical order:

     “Permitted Unsecured Notes”: notes or bonds of the Borrowers issued on or after November 2, 2009 pursuant to one or more indentures; provided that (i) the terms of the Indebtedness evidenced thereby do not provide for any scheduled repayment, mandatory redemption, sinking fund payment or final maturity prior to the date that is three months after the then latest Maturity Date of the Term Loans as of the date such Permitted Unsecured Notes are issued (other than redemptions, payments and repurchases by reason

of the occurrence of any Change of Control, Asset Sale, Disposition or Recovery Event, or any event similar to any of the foregoing, provided that no such required redemption, payment or purchase based upon any Asset Sale or Recovery Event shall be required to the extent that the net cash proceeds of such Asset Sale or Recovery Event are required to be utilized to repay the Term Loans under this Agreement including pursuant to Section 7.12(b)); it being understood that the foregoing shall not apply to rights of acceleration after an event of default and other exercises of remedies under the respective issue of Permitted Unsecured Notes, (ii) the covenants and events of default applicable thereto shall be based upon prevailing market conditions for public offerings or private placements of high yield securities similar to such issuance of Permitted Unsecured Notes, but in any event shall not contain financial maintenance covenants or cross-default provisions (other than a cross-acceleration provision or a cross-payment default at final maturity provision), (iii) no Subsidiary of the Borrowers shall at any time be a guarantor of (or incur Guarantee Obligations with respect to) such Indebtedness unless the respective Subsidiary is at such time a Guarantor hereunder, and (iv) Permitted Unsecured Notes (and obligations with respect thereto) may not be secured by any Lien on any assets of Holdings or any of its Subsidiaries.

     “Permitted Unsecured Note Documents”: each Permitted Unsecured Note Indenture, the Permitted Unsecured Notes and each other document or agreement relating to the issuance of the Permitted Unsecured Notes, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and hereof.

     “Permitted Unsecured Note Indenture”: each indenture governing the Permitted Unsecured Notes, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

     “Permitted Unsecured Notes Refinancing”: any refinancing of Permitted Unsecured Notes with another issue of Permitted Unsecured Notes; provided that (i) the refinancing Permitted Unsecured Notes must have a final maturity which is not earlier than the final maturity of the Permitted Unsecured Notes being refinanced and (ii) the principal amount (or accreted value, if applicable) of the Permitted Unsecured Notes issued for such refinancing (less any original issue discount, if applicable) does not exceed the principal amount (or accreted value, if applicable) of the Permitted Unsecured Notes so refinanced, except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereon plus fees and expenses (including any underwriting discounts or commissions) reasonably incurred in connection therewith.

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

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

          Section 2.2 Amendment to Subsection 6.7(c) of the Credit Agreement. Subsection 6.7(c) of the Credit Agreement is hereby amended by deleting the text “ABL Loan Documents or the Senior Note Documents” in such subsection and inserting the text “ABL Loan

Documents, the Senior Note Documents or the Permitted Unsecured Note Documents” in lieu thereof.

          Section 2.3 Amendment to Subsection 7.1 of the Credit Agreement. Subsection 7.1 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of subsection 7.1(q), (ii) inserting the following new subsection 7.1(r) immediately after subsection 7.1(q):

     “(r) (i) Indebtedness in respect of Permitted Unsecured Notes; provided that 100% of the Net Cash Proceeds therefrom are applied no later than the fourth Business Day following the receipt thereof to permanently prepay the Term Loans in accordance with Section 3.4 (other than repurchases at a discount below par) and (ii) Indebtedness in respect of any Permitted Unsecured Notes Refinancing of Indebtedness incurred pursuant to this clause (r); and”

; and (ii) re-designating existing subsection 7.1(r) (prior to giving effect to clause (i) above) as new subsection 7.1(s).

          Section 2.4 Amendment to Subsection 7.1(o) of the Credit Agreement. Subsection 7.1(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.

          Section 2.5 Amendment to Subsection 7.3(i) of the Credit Agreement. Subsection 7.3(i) of the Credit Agreement is hereby amended by deleting the text “(other than any Indebtedness outstanding pursuant to subsections 7.1(b), (c), (d), (j), (k) and (q))” appearing in said subsection and inserting the text “(other than any Indebtedness outstanding pursuant to subsections 7.1(b), (c), (d), (j), (k), (q) and (r))” in lieu thereof.

          Section 2.6 Amendment to Subsection 7.3(l) of the Credit Agreement. Subsection 7.3(l) of the Credit Agreement is hereby amended and restated in its entirety as follows:

     “(l) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 7.1(b), (c), (d) and (r), provided that (i) Guarantee Obligations in respect of Indebtedness permitted pursuant to subsections 7.1(b), 7.1(d) and 7.1(r) shall be permitted only so long as such Guarantee Obligations are incurred only by Guarantors or Borrowers and (ii) Guarantee Obligations in respect of Assumed Indebtedness permitted pursuant to subsection 7.1(c) shall be permitted to the extent no additional guarantors of such Indebtedness are added following the Closing Date;”

          Section 2.7 Amendment to Subsection 7.12(a) of the Credit Agreement. Subsection 7.12(a) of the Credit Agreement is hereby amended by inserting the text “, any of the Permitted Unsecured Notes” immediately following the text “any of the Senior Notes” appearing in said subsection.

          Section 2.8 Amendment to Subsection 7.12(b) of the Credit Agreement. Subsection 7.12(b) of the Credit Agreement is hereby amended by deleting the text “Senior Notes or” appearing in said subsection and inserting in lieu thereof the text “Senior Notes, any of the Permitted Unsecured Notes or, in each case,”.

          Section 2.9 Amendment to Subsection 7.12(f) of the Credit Agreement. Subsection 7.12(f) of the Credit Agreement is hereby amended by inserting the text “, the Permitted Unsecured Notes” immediately following the text “in respect of the Senior Notes” appearing in said subsection.

          Section 2.10 Amendment to Subsection 7.12 of the Credit Agreement. Subsection 7.12 of the Credit Agreement is hereby amended by inserting the following new clause (h) immediately after clause (g) appearing therein:

     “(h) Amend, supplement, waive or otherwise modify any of the provisions of any Permitted Unsecured Note Document (including pursuant to an extension, renewal, replacement or refinancing thereof):

     (i) which shortens the fixed maturity or increases the principal amount of, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment or by acceleration or otherwise of the Indebtedness evidenced by the Permitted Unsecured Notes, or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith;

     (ii) which relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject Holdings or any of its Subsidiaries to any more onerous or more restrictive provisions than those contained in similar public offerings or private placements of high yield securities that are based on prevailing market conditions; or

     (iii) which otherwise adversely affects the interests of the Lenders as senior secured creditors with respect to the Permitted Unsecured Notes or the interests of the Lenders under this Agreement or any other Loan Document in any material respect.

ARTICLE 3

Miscellaneous

          Section 3.1 Conditions to Effectiveness. This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) on which 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: Po Saidi (facsimile number: 212 ###-###-#### / email address: ***@***);

     (ii) the Borrowers shall have paid to the Administrative Agent for distribution to each Lender that executes and delivers to the Administrative Agent (or its designee) a counterpart hereof by 3:00 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 5 basis points (0.05%) of the aggregate principal amount of all Initial Term Loans of such Lender outstanding on the Second Amendment Effective Date; and

     (iii) the Borrowers shall have paid to the Administrative Agent (or its applicable affiliate) all fees, costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent (or its applicable affiliate) to the extent then required under Section 10.5 of the Credit Agreement.

          Section 3.2 Permitted Indebtedness; Issuance of Permitted Unsecured Notes. For the avoidance of doubt, the issuance of the Borrower’s 10¹/4% senior notes due 2019, including any issuance prior to the Second Amendment Effective Date (and the incurrence of Indebtedness thereby) shall not be deemed to be a utilization of the dollar basket set forth in subsection 7.1(s) of the Credit Agreement (after giving effect to this Second Amendment) but shall instead be deemed to be justified under subsection 7.1(r) of the Credit Agreement (after giving effect to this Second Amendment).

          Section 3.3 Representation and Warranties; No Defaults. In order to induce the Lenders to enter into this Second Amendment, Holdings and each Borrower hereby represent and warrant that:

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

          Section 3.4 Continuing Effect; No Other Waivers or Amendments. This Second 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 Agent 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.

          Section 3.5 Counterparts. This Second 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 Borrowers and the Administrative Agent.

          Section 3.6 Payment of Fees and Expenses. The Borrowers agree to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Second Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent.

          Section 3.7 GOVERNING LAW. THIS SECOND 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.

          Section 3.8 References to Credit Agreement. From and after the Second 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 Second Amendment Effective Date.

* * *

          IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

Signature Page to First Amendment

Signature Page to Second Amendment

SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

NAME OF INSTITUTION

American International Group, Inc.
By: AIG Global Investment Corp.,
Its Investment Adviser

AIG Bank Loan Fund Ltd.
By: AIG Global Investment Corp.
Its Investment Manager

Saturn CLO, Ltd.
By: AIG Global Investment Corp.,
its Collateral Manager

Galaxy III CLO, Ltd.
By: AIG Global Investment Corp.,
its Collateral Manager

Galaxy IV CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager

Galaxy V CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager

Galaxy VII CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager

Galaxy X CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager

STICHTING PENSIOENFONDS MEDISCH SPECIALISTEN
BY: AIG Global Investment Corp.
     Its Investment Manager

STICHTING PENSIOENFONDS VOOR HUISARTSEN
BY: AIG Global Investment Corp.
     Its Investment Manager

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		SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
		NAME OF INSTITUTION
		Jasper CLO, Ltd.
		By: Highland Capital Management, L.P., As Collateral Manager
		By: Strand Advisors, Inc., Its General Partner
		By:		/s/ Jason Post
				Name: Jason Post
				Title: Operations Director

Signature Page to Second Amendment

		SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
		NAME OF INSTITUTION
		Rockwall CDO LTD.
		By: Highland Capital Management, L.P. As Collateral Manager
		By: Strand Advisors, Inc., It’s General Partner
		By:		/s/ Jason Post
				Name: Jason Post
				Title: Operations Director

Signature Page to Second Amendment

		SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
		NAME OF INSTITUTION
		Stratford CLO, Ltd.
		By: Highland Capital Management, L.P., As Collateral Manager
		By: Strand Advisors, Inc., Its General Partner
		By:		/s/ Jason Post
				Name: Jason Post
				Title: Operations Director

Signature Page to Second Amendment

		SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
		NAME OF INSTITUTION
		Loan Funding VII LLC
		By: Highland Capital Management, L.P., As Collateral Manager
		By: Strand Advisors, Inc., Its General Partner
`		By:		/s/ Jason Post
				Name: Jason Post
				Title: Operations Director

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SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

NAME OF INSTITUTION

Marret Asset Management Inc. as sub-advisor for the following Funds:

Teachers’ Retirement Allowances Fund			1,670,000
Dynamic High Yield Bond Fund			18,460,000
Marret High Yield Hedge Limited Partnership			175,000
Newport Yield Fund			860,000
Skylon High Yield & Mortgage Plus Fund			865,000
Marret Master Fund SPC on behalf of Marret High Yield Segregated Portfolio			70,000
Arrow High Yield Fund			1,715,000
Dynamic Value Balanced Fund			3,720,000
Divisi Yield Income Fund			300,000
GS + A High Yield Hedge Fund			935,000
Dynamic Value Balanced Class			450,000
Greystone High Yield Bond Fund			40,000
Marret High Yield Bond Fond (Pooled)			1,285,000
Marret HYS Trust			1,355,000
Aurion Canadian Bond Fund			550,000
Ontario Pension Board			1 ,000,000

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OAK HILL CREDIT PARTNERS II, LIMITED						OAK HILL CREDIT PARTNERS III, LIMITED
By: Oak Hill CLO Management II, LLC As Investment Manager						By: Oak Hill CLO Management III, LLC As Investment Manager
By:		/s/ Scott D. Krase				By:		/s/ Scott D. Krase
Name:		Scott D. Krase				Name:		Scott D. Krase
Title:		Authorized Person				Title:		Authorized Person
OAK HILL CREDIT PARTNERS IV, LIMITED						OAK HILL CREDIT PARTNERS V, LIMITED
By: Oak Hill CLO Management IV, LLC						By: Oak Hill Advisors, L.P.
As Investment Manager						As Portfolio Manager
By:		/s/ Scott D. Krase				By:		/s/ Scott D. Krase
Name:		Scott D. Krase				Name:		Scott D. Krase
Title:		Authorized Person				Title:		Authorized Person
STICHTING PENSIOENFONDS METAAL EN TECHNIEK						STICHTING PENSIOENFONDS VAN DE METALEKTRO (PME) (fka STICHTING BEDRIJFSTAKPENSIOENFONDS VOOR DE METALEKTRO)
By: Oak Hill Advisors, L.P. As Investment Manager						By: Oak Hill Advisors, L.P. As Investment Manager
By:		/s/ Scott D. Krase				By:		/s/ Scott D. Krase
Name:		Scott D. Krase				Name:		Scott D. Krase
Title:		Authorized Person				Title:		Authorized Person

Signature Page to Second Amendment

Signature Page to Second Amendment

		SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
		Oaktree Senior Loan Fund L.P.
		By:		Oaktree Senior Loan fund GP, L.P.
		Its:		General Partner
		By:		Oaktree Fund GP II, L.P.
		Its:		General Partner
		/s/ Desmund Shirazi
		Name:		Desmund Shirazi
		Title:		Authorized Signatory
		/s/ William Melanson
		Name:		William Melanson
		Title:		Authorized Signatory

SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

Oaktree TT Multi-Strategy Fund, L.P.

By: Oaktree TT Multi-Strategy Fund GP, L.P.
Its: General Partner

By: Oaktree Fund GP, LLC
Its: General Partner

By: Oaktree Fund 1, L.P.
Its: Managing Member

SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

The Public Education Employee Retirement of Missouri

By: Oaktree Capital Management, L.P.
Its: Investment Manager

SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

The Public School Retirement System of Missouri

By: Oaktree Capital Management, L.P.
Its: Investment Manager

SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

The Delaware Public Employees’ Retirement System

By: Oaktree Capital Management, L.P.
Its: Investment Manager

SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

Oaktree High Yield Fund II, L.P.

By: Oaktree Capital Management, L.P.
Its: General Partner

SIGNATURE PAGE TO THE SECOND AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 27, 2006, AMONG RSC HOLDINGS II, LLC, RSC HOLDINGS III, LLC, RSC EQUIPMENT RENTAL, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

Oaktree High Yield Trust

By: Oaktree Capital Management, L.P.
Its: Investment Manager