FIRST AMENDMENT TO SECOND-LIEN TERM LOAN CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

FIRST AMENDMENT TO SECOND-LIEN TERM LOAN CREDIT AGREEMENT

FIRST AMENDMENT, dated as of August 21, 2009 (this “ First Amendment ”), among RSC HOLDINGS II, LLC, a Delaware limited liability company (“ Holdings ”), RSC HOLDINGS III, LLC, a Delaware limited liability company (the “ Parent Borrower ”), RSC EQUIPMENT RENTAL, INC., an Arizona corporation (“ RSC ” and, together with the Parent Borrower, the “ Borrowers ” and each, a “ Borrower ”), various Lenders party to the Credit Agreement referred to below, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H:

WHEREAS, Holdings, the Borrowers, the Lenders, and the Administrative Agent have entered into a Second-Lien Term Loan Credit Agreement, dated as of November 27, 2006 (the “ Credit Agreement ”);

WHEREAS, pursuant to the Credit Agreement, the Lenders have extended credit to the Borrowers on the terms and conditions set forth in the Credit Agreement;

WHEREAS, Holdings and the Borrowers have requested certain amendments, consents and waivers to the Credit Agreement in connection with the prepayment of Initial Term Loans pursuant to the Voluntary Prepayment Transaction (as defined below);

WHEREAS, Deutsche Bank AG, New York Branch has agreed to act as prepayment agent for the Voluntary Prepayment Transaction (in such capacity, the “ Prepayment Agent ”); and

WHEREAS, Holdings, the Borrowers and the Lenders party hereto have agreed to amend, certain provisions of the Credit Agreement on the terms and conditions contained herein;

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 First Amendment Effective Date (as defined herein), the Credit Agreement is hereby amended as set forth in this Article Two.

Section 2.1 Amendments to Section 1 of the Credit Agreement. (a) Subsection 1.1 of the Credit Agreement (Definitions) is hereby amended by inserting in such subsection the following definitions in the appropriate alphabetical order:

“ Acceptable Discount ”: as defined in subsection 3.4(k)(ii).

“ Accepting Lenders ”: as defined in subsection 3.4(k)(ii).

“ Applicable Discount ”: as defined in subsection 3.4(k)(ii).

“ Discount ”: as defined in subsection 3.4(k)(i).

“ Expiration Date ”: as defined in subsection 3.4(k)(iv).

“ First Amendment Effective Date ”: August 21, 2009.

“ Minimum Liquidity Condition ”: as defined in subsection 3.4(k)(i).

“ Prepayment Amount ”: as defined in subsection 3.4(k)(i).

“ Prepayment Notice ”: as defined in subsection 3.4(k)(i).

“ Prepayment Offer ”: as defined in subsection 3.4(k)(ii).

“ Prepayment Period ”: as defined in subsection 3.4(k)(i).

“ Qualifying Initial Term Loans ”: as defined in subsection 3.4(k)(ii).

“Voluntary Prepayment”: as defined in subsection 3.4(k)(i).

“ Voluntary Prepayment Transaction ”: as defined in subsection 3.4(k)(i).

(b) The definition of “ Parent Entity ” in subsection 1.1 of the Credit Agreement is hereby amended by inserting the words “(at the time it is designated a Parent Entity by the Parent Borrower)” after the words “Holdings and any other company that” in such definition.

Section 2.2 Amendments to Section 3 of the Credit Agreement

(a) Subsection 3.4 of the Credit Agreement is hereby amended by inserting the following new subsection 3.4(k) after subsection 3.4(j):

“(k) (i) Notwithstanding anything to the contrary contained in this subsection 3.4 or any other provision of any Loan Document, RSC may make voluntary prepayments of the Initial Term Loans (each such prepayment made pursuant to this subsection 3.4(k), a “ Voluntary Prepayment ”) during the period commencing on the First Amendment Effective Date and ending on the one year anniversary of the First Amendment Effective Date or such earlier date as may be designated by RSC by written notice to the Administrative Agent (such period, the “ Prepayment Period ”) pursuant to the procedures and limitations described in this subsection 3.4(k) (the transactions described in this subsection 3.4(k), collectively, the “ Voluntary Prepayment Transaction ”). In connection with any Voluntary Prepayment of Initial Term Loans, RSC will notify the Administrative Agent in writing (the “ Prepayment Notice ”) (and the Administrative Agent will promptly deliver such Prepayment Notice to all of the Lenders of Initial Term Loans) that RSC desires to prepay such Initial Term Loans in an aggregate amount specified by RSC (which amount shall be not less than such amount necessary to result in the prepayment of Initial Term Loans in an aggregate par principal amount of $25,000,000 in the case of each Voluntary Prepayment (or such lesser amount (x) as shall constitute the aggregate unused portion of the aggregate amount of Voluntary Prepayments permitted below or (y) as may otherwise be agreed by the Administrative Agent); each, a “ Prepayment Amount ”) at a discount (which is expected to be within a range to be specified by RSC with respect to each Voluntary Prepayment; the “ Discount ”) equal to a percentage of the par principal amount of such Initial Term Loans being prepaid; provided that (i) the aggregate par principal amount of all Initial Term Loans prepaid pursuant to Voluntary Prepayments undertaken by RSC during the Prepayment Period shall not exceed $300,000,000 (determined exclusive of any voluntary prepayments of any Initial Term Loans made in accordance with the other provisions of this Agreement), (ii) each Voluntary Prepayment shall be financed exclusively with (A) internally generated cash of the Borrowers and their Subsidiaries ( i.e. , cash not representing proceeds of Indebtedness (other than proceeds of RCF Loans (as defined in the ABL Credit Agreement as in effect on the First Amendment Effective Date)), asset sales, insurance recovery events), (B) proceeds from incurrences of RCF Loans or (C) proceeds from sales, or issuances, of equity interests of, or equity contributions to, Holdings, which proceeds are in turn contributed as a cash equity contribution to RSC, (iii) immediately before and after giving effect to each Voluntary Prepayment (including the payment of all interest and fees related thereto), the Available RCF Commitment (as defined in the ABL Credit Agreement as in effect on the First Amendment Effective Date) shall at such times equal or exceed $300,000,000 (the “ Minimum Liquidity Condition ”) and RSC shall have delivered to the Administrative Agent on the date of such Voluntary Prepayment a certificate of a Responsible Officer certifying (and demonstrating in reasonable detail) compliance with such Minimum Liquidity Condition, and (iv) at no time during the Prepayment Period (or within 30 days after the termination of the Prepayment Period if such termination occurs prior to the one year anniversary of the First Amendment Effective Date) shall there be any issuances of First Lien Last Out Notes (as defined in the ABL Credit Agreement as in effect on the First Amendment Effective Date) or other debt securities that are publicly offered or offered pursuant to Rule 144A or Regulation D under the Securities Act of 1933 (or other similar private offer of debt securities as may be made through or with the assistance of one or more underwriters, initial purchasers, placements agents or lead investors to a targeted group of institutional investors) that are secured by a Lien on any material assets of the Credit Agreement Parties; provided that, for the avoidance of doubt, this clause (iv) shall not prohibit the incurrence of Loans under and as defined in the ABL Credit Agreement or this Agreement.

(ii) In connection with a Voluntary Prepayment of Initial Term Loans, RSC will allow each Lender to specify (a “ Prepayment Offer ”) a discount to par (the “ Acceptable Discount ”) for a specified principal amount (subject to rounding requirements specified by the Prepayment Agent) of its Initial Term Loans at which such Lender is willing to permit such Voluntary Prepayment (and which shall be within each range specified by RSC with respect to such Voluntary Prepayment). RSC will accept Prepayment Offers in the order of lowest to highest prepayment price specified by the respective Lenders in the Prepayment Offers so as to enable RSC to complete the Voluntary Prepayment for the Prepayment Amount. Based on the Acceptable Discounts and principal amounts of such Initial Term Loans specified by the Lenders that have submitted (and not withdrawn prior to the Expiration Date) a Prepayment Offer (such Lenders, the “ Accepting Lenders ”), the applicable discount (the “ Applicable Discount ”) for the respective Voluntary Prepayment will be (i) the highest Acceptable Discount ( i.e. , the lowest prepayment price) at which RSC can complete such Voluntary Prepayment for the Prepayment Amount that is within the range for the Discount specified by RSC or (ii) in the event the offers received from the Accepting Lenders are insufficient to allow RSC to complete the Voluntary Prepayment for the Prepayment Amount pursuant to preceding sub-clause (i), the lowest Acceptable Discount ( i.e. , the highest prepayment price) offered by Accepting Lenders that is within the range for the Discount specified by RSC. RSC shall prepay such Initial Term Loans (or the respective portions thereof) offered by the Accepting Lenders at the Acceptable Discounts specified by each such Accepting Lender that are equal to or greater than the Applicable Discount (“ Qualifying Initial Term Loans ”) at a prepayment price equal to the Applicable Discount; provided that if the aggregate proceeds required to prepay Qualifying Initial Term Loans (disregarding any interest payable under subsection 3.4(k)(iii) hereof) would exceed the Prepayment Amount for such Voluntary Prepayment, RSC shall prepay such Qualifying Initial Term Loans at the Applicable Discount ratably based on the respective principal amounts of such Qualifying Initial Term Loans (subject to rounding requirements specified by the Prepayment Agent).

(iii) All Initial Term Loans prepaid by RSC pursuant to this subsection 3.4(k) shall be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment.

(iv) Except as otherwise provided in this subsection 3.4(k), each Voluntary Prepayment shall be consummated pursuant to procedures (including, without limitation, as to timing, rounding and minimum amounts, applicable Borrowings of accepted Initial Term Loans, and acceptance of Prepayment Offers and other notices by RSC and Lenders) established by the Prepayment Agent in consultation with RSC; it being understood and agreed that (w) unless otherwise determined by the Prepayment Agent, any Voluntary Prepayments of Initial Term Loans of Accepting Lenders pursuant to this subsection 3.4(k)(iv) shall be applied to the outstanding Borrowings comprising such Initial Term Loans proportionally based on the relative sizes of the various outstanding Borrowings of such Initial Term Loans, so that after giving effect to such Voluntary Prepayment all Lenders with outstanding Initial Term Loans will continue to participate in each then outstanding Borrowing of Initial Term Loans on a pro rata basis (based upon the then outstanding principal amount of all Initial Term Loans after giving effect to such Voluntary Prepayment as if made at par), (x) RSC shall have the right, by written notice to the Administrative Agent, to revoke in full (but not in part) its offer for a Voluntary Prepayment and rescind its Prepayment Notice therefor (A) at any time prior to RSC’s delivery of a final notice of acceptance (which final notice RSC hereby agrees to deliver no later than one Business Day after the Expiration Date (as defined below)) of the related Prepayment Offers if RSC has determined that Available RCF Commitment shall not, at the time of such Voluntary Prepayment, exceed the Minimum Liquidity Condition as required by subsection 3.4(k)(i) or (B) at any time prior to the settlement of such Voluntary Prepayment if (I) there shall have been an outbreak or escalation of any insurrection or armed conflict involving the United States or any other national or international calamity or emergency, which, in the reasonable judgment of RSC, makes it impracticable or inadvisable to proceed with the Voluntary Prepayment or (II) a banking moratorium shall have been declared by New York or United States authorities or a material disruption in commercial banking in the United States (and if such offer is revoked pursuant to this clause (x), any failure by RSC to make any prepayment to a Lender pursuant to this subsection 3.4(k) shall not constitute a Default or Event of Default under subsection 8(a) or otherwise), (y) the Prepayment Notice shall specify that each Prepayment Offer must be submitted by a date and time to be specified in the Prepayment Notice, which date (the “ Expiration Date ”) shall be no earlier than the first Business Day following the date of the Prepayment Notice, and (z) upon submission by an Accepting Lender of a Prepayment Offer, such Accepting Lender will be obligated to accept prepayment of the entirety or its pro rata portion (as applicable pursuant to the proviso to subsection 3.4(k)(ii) above) of the principal amount specified therein at a Discount equal to or less than the Acceptable Discount specified by such Accepting Lender (unless such Accepting Lender revokes its offer and rescinds its Prepayment Offer prior to the Expiration Date or unless RSC has revoked its offer for a Voluntary Prepayment and rescinded its Prepayment Notice in accordance with clause (x) above). The Lenders hereby further agree that, following a Voluntary Prepayment of Initial Term Loans and notwithstanding anything to the contrary contained in this Agreement, (i) interest in respect of such Initial Term Loans may be made on a non- pro rata basis among the Lenders holding such Initial Term Loans to reflect the payment of accrued interest to certain Lenders as provided in subsection 3.4(k)(iii) hereof and (ii) all subsequent prepayments and repayments of such Initial Term Loans (other than a Voluntary Prepayment) shall be made on a pro rata basis in accordance with subsection 3.8(a) (based upon the then outstanding principal amounts of such Initial Term Loans of such Lenders after giving effect to any Voluntary Prepayment as if made at par).

(v) Except as otherwise expressly provided herein, each Voluntary Prepayment of Initial Term Loans shall constitute a voluntary prepayment of such Initial Term Loans for all purposes under this Agreement; it being understood, for the avoidance of doubt, and agreed that such prepayments shall not be subject to subsection 3.4(a), subsection 10.7(a) or the ratable payment provisions of subsection 3.8(a). Immediately upon the consummation of each Voluntary Prepayment, the par principal amount of Initial Term Loans so prepaid (together with accrued interest thereon) shall be permanently retired and extinguished.

(vi) The Lenders hereby (i) consent to the transactions described in this subsection 3.4(k) notwithstanding anything to the contrary in this Agreement or any other Loan Document, (ii) waive the requirements of any provision of this Agreement or any other Loan Document (including, without limitation, subsection 3.4(a), Section 10.7(a) and the ratable payment provisions of subsection 3.8(a)) that might otherwise prohibit the Voluntary Prepayment Transaction or result in a breach of this Agreement or any other Loan Document or a Default or an Event of Default as a result of the Voluntary Prepayment Transaction and (iii) agree that no Voluntary Prepayment shall give rise to an obligation by any Lender to purchase interests in Initial Term Loans pursuant to subsection 10.7(a) of this Agreement with amounts received by it from such Voluntary Prepayment.

(vii) This subsection 3.4(k) shall not (i) require RSC to undertake any Voluntary Prepayment during the Prepayment Period or (ii) limit or restrict RSC from making voluntary prepayments of the Loans in accordance with the other provisions of this Agreement.”

ARTICLE 3

Miscellaneous

Section 3.1 Conditions to Effectiveness

This First Amendment shall become effective on the date (the “ First Amendment Effective Date ”) on which each of the following conditions shall have been satisfied:

(i) Holdings, each Borrower and the Lenders constituting the Supermajority 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: 212-354-8113 / email address: myip@whitecase.com);

(ii) the Borrowers shall have paid to the Administrative Agent for distribution to each Lender which executes and delivers to the Administrative Agent (or its designee) a counterpart hereof by 5:00 P.M. (New York City time) on August 20, 2009 (or, if later, on the First Amendment Effective Date), a non-refundable cash fee (the “ Amendment Fee ”) in dollars in an amount equal to 10 basis points (0.10%) of the aggregate principal amount of all Initial Term Loans of such Lender outstanding on the First 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 Representation and Warranties; No Defaults

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).

Section 3.3 Prepayment Agent

The Prepayment Agent shall be deemed an “Agent” for purposes of Section 9 of the Credit Agreement and shall be entitled to the benefits thereof.

Section 3.4 Continuing Effect; No Other Waivers or Amendments

This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of 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 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 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 First 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 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.

Section 3.8 References to Credit Agreement . 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.

* * *

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