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Exhibit 10.6
This
MONITORING AGREEMENT, dated as of November 27, 2006, (this
"Agreement"), is entered into by and among RSC Holdings Inc. (the
"Company"),
Rental Service Corporation, an Arizona Corporation ("RSC"),
Ripplewood Holdings
L.L.C., a Delaware limited liability company, and Oak Hill Capital
Management,
LLC, a Delaware limited liability company (each a "Manager" and,
together, the
"Managers").
WITNESSETH:
WHEREAS,
in connection with the recapitalization of the Company (the
"Recapitalization"), certain affiliates of the Managers have agreed
to acquire
approximately 85% of the outstanding shares of capital stock of the
Company
pursuant to a Recapitalization Agreement, dated as of October 6,
2006 (the
"Recapitalization Agreement"), among Atlas Copco AB, a company
organized under
the laws of Sweden, Atlas Copco Finance S.a.r.l., a company
organized under the
laws of Luxembourg, the Company, RSC Acquisition LLC, a Delaware
limited
liability company, RSC Acquisition II LLC, a Delaware limited
liability company,
OHCP II RSC, LLC, a Delaware limited liability company, OHCMP II
RSC, LLC, a
Delaware limited liability company, and OHCP II RSC COI, LLC, a
Delaware limited
liability company.
WHEREAS,
concurrently with the execution and delivery of this Agreement,
the Company, RSC and certain other parties are entering into
Indemnification
Agreements, dated as of the date hereof, with each Manager (the
"Indemnification
Agreements"); and
WHEREAS,
the Company desires that it and its subsidiaries (together, the
"Company Group") receive future financial, investment banking,
management
advisory and other services from the Managers, and the Managers
desire to
provide such services to the members of the Company Group;
NOW,
THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1.
Engagement. The Company hereby engages the Managers (on behalf
of itself and the other members of the Company Group) as
consultants, and the
Managers hereby agree to provide Monitoring Services (as defined
below) to the
Company and the other members of the Company Group on the terms and
subject to
the conditions set forth below.
Section 2.
Monitoring Services. The Managers hereby agree, during the term
of this Agreement, to provide the members of the Company Group with
such
financial, investment banking, management advisory and other
services in
connection with the operations of the Company Group as may
reasonably be
requested from time to time by the board of directors of the
Company
(collectively, the "Monitoring Services"), including assistance (i)
developing
and implementing corporate and business strategy and planning for
the Company
Group, including plans and programs for improving operating,
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marketing and financial performance, (ii) recruiting key management
employees,
(iii) establishing and maintaining banking, legal and other
business
relationships, (iv) arranging future debt and equity financings and
refinancings
for corporate purposes and (v) providing professional employees to
serve as
directors or officers of the members of the Company Group ("Manager
Designees").
Section 3.
Compensation; Reimbursement of Expenses.
(a)
Compensation for Monitoring Services. As compensation for the
Monitoring Services, the Company shall, or shall cause one or more
of its
subsidiaries to, on behalf of the Company Group (subject to the
provisions of
Section 3(d)), pay the Managers an aggregate fee of $6,000,000 per
year (the
"Monitoring Fee"), one-half of which shall be paid to each Manager,
one quarter
of which shall be payable quarterly in advance on the last day of
each March,
June, September and December (each, a "Monitoring Services Payment
Date"). The
Monitoring Fee shall begin accruing immediately following the
consummation of
the Acquisition, and the amount of the Monitoring Fee accrued prior
to the next
succeeding Monitoring Services Payment Date shall be payable on
such Monitoring
Services Payment Date, together with the regular installment of the
Monitoring
Fee payable on such Monitoring Services Payment Date. In the event
that
Affiliates of a Manager cease to be entitled to designate at least
one member of
the board of directors of the Company pursuant to Sections 1.1 and
1.6 of the
Stockholders Agreement of the Company, dated as of November 27,
2006 (the
"Stockholders Agreement"), the portion of the Monitoring Fee that
would
otherwise be paid to such Manager shall be paid to the other
Manager, provided
that Affiliates of such other Manager at such time have the right
to designate
at least one member of the board of directors of the Company
pursuant to
Sections 1.1 and 1.6 of the Stockholders Agreement. For purposes of
this
Agreement, "Affiliate" shall mean, with respect to any person or
entity, any
other person or entity directly or indirectly controlling,
controlled by or
under common control with, such person or entity.
(b)
Reimbursement of Expenses. The Company shall, or shall cause one
or
more its Affiliates to, on behalf of itself and the other members
of the Company
Group, reimburse the Managers for such reasonable travel and other
out-of-pocket
expenses ("Expenses") as may be incurred by the Managers and its
subsidiaries
and Affiliates and its and their respective employees and agents in
the course
or on account of rendering any services under this Agreement,
including but not
limited to any applicable fees and expenses of any legal,
accounting or other
professional advisors to the Managers and its subsidiaries and
Affiliates and
any expenses incurred by any Manager Designee in connection with
the performance
of his or her duties to any member of the Company Group. Each
Manager may submit
monthly expense statements to the Company or any other such member
of the
Company Group, which statements shall be payable within thirty
days. Nothing in
this Section 3(b) shall limit any obligations of the Company to
reimburse any
costs and expenses to the Managers, its subsidiaries or Affiliates
under the
Stockholders Agreement.
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(c)
Obligations Joint and Several. The Company and RSC (on behalf
of
itself and the other members of the Company Group) hereby agree
that the
obligations of the Company under this Section 3 shall be borne
jointly and
severally by each member of the Company Group.
(d)
Coordination of Services. The Managers shall coordinate their
provision of the Monitoring Services to the Company Group with each
other;
however neither Manager shall be liable to any member of the
Company Group as a
result of any Monitoring Services provided by the other
Manager.
Section 4.
Term, etc.
(a) This
Agreement shall be in effect until, and shall terminate upon
the
date on which both Managers cease to have the right to appoint at
least one
director pursuant to Section 1.6 of the Stockholders Agreement, and
may be
earlier terminated by the Managers upon thirty days' prior written
notice to the
Company. The provisions of this Agreement shall survive any
termination hereof,
provided that, notwithstanding the foregoing, Sectio
