UNITED RENTALS NORTH AMERICA INC (Form: 8-K, Received: 12/21/2011 14:12:44)

UNITED RENTALS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2011

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)


Delaware	001-14387	06-1522496
Delaware	001-13663	06-1493538
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


Five Greenwich Office Park Greenwich, Connecticut		06831
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 622-3131

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

þ	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

The Merger Agreement

On December 15, 2011, United Rentals, Inc., a Delaware corporation (the “Company” or “United Rentals”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RSC Holdings Inc. (“RSC”), pursuant to which RSC will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger. The Merger Agreement was unanimously approved by the boards of directors of both the Company and RSC.

At the effective time of the Merger, each outstanding share of RSC common stock issued and outstanding immediately prior to the effective time (other than shares owned by (i) RSC, the Company or any direct or indirect wholly owned subsidiary of RSC or the Company and (ii) stockholders who have perfected and not withdrawn a demand for appraisal rights under the Delaware General Corporation Law, or “DGCL”) will be automatically converted into the right to receive $10.80 in cash and 0.2783 shares of common stock of the Company, without interest. In addition, at the effective time of the Merger, the size of the Company’s board of directors will be increased to 14 directors and three of RSC’s current independent directors designated by RSC will be appointed to the Company’s board of directors.

Immediately following consummation of the Merger, the Company will cause each of RSC Holdings III, LLC, a Delaware limited liability company and wholly owned subsidiary of RSC, and United Rentals (North America), Inc., a Delaware corporation and wholly owned subsidiary of the Company, to merge with and into a newly formed Delaware corporation and wholly owned subsidiary of the Company (“U Newco”) in accordance with the DGCL (the “Subsequent Mergers”), with U Newco continuing as the surviving corporation of the Subsequent Mergers.

Consummation of the Merger is subject to certain mutual conditions of the parties, including, without limitation, (i) the approval by the holders of a majority of the outstanding shares of RSC common stock entitled to vote on adoption of the Merger Agreement, (ii) the approval by the holders of a majority of the outstanding shares of Company common stock entitled to vote on adoption of the Merger Agreement and the approval by the holders of a majority of the outstanding shares of Company common stock entitled to vote on the issuance of shares of Company common stock issuable in connection with the Merger present in person or represented by proxy at the special meeting of Company stockholders held to vote on such matters (such approvals are referred to collectively herein as the “Company Stockholder Approval”), (iii) the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and Subsection 102(1) of Part IX of the Competition Act (Canada), (iv) the receipt of a no-action letter from the Commissioner of Competition, (v) the absence of any law, order or injunction prohibiting the Merger, (vi) the approval for listing on the New York Stock Exchange of the shares of Company common stock to be issued in the Merger, (vii) the effectiveness of the registration statement on Form S-4 to be filed by the Company for purposes of registering the shares of Company common stock issuable in connection with the Merger, and (viii) the receipt of an opinion relating to solvency of the surviving corporation. In addition, each party’s obligation to consummate the Merger is subject to certain other conditions, including, without limitation, (w) the accuracy of the other party’s representations and warranties (subject to customary materiality qualifiers), (x) the other party’s compliance with its covenants and agreements contained in the Merger Agreement (subject to customary materiality qualifiers), including the other party’s agreement not to solicit alternative acquisition proposals, and, subject to certain exceptions, not to engage in discussions or negotiations regarding alternative acquisition proposals, (y) the absence of any change, event, circumstance or development from the date of the Merger Agreement until the effective time of the Merger, that has had or is reasonably likely to have a Material Adverse Effect (as defined in the Merger Agreement) on the other party, excluding matters disclosed in any reports filed by the Company or RSC with the Securities and Exchange Commission (the “SEC”) prior to the date of the Merger Agreement or contained in the confidential disclosure letter delivered by the Company or RSC to the other party and (z) the receipt of an opinion regarding certain tax matters relating to the Merger.

From the date of the Merger Agreement until the earlier of (i) the effective time of the Merger and (ii) termination of the Merger Agreement in accordance with its terms, RSC became subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to and engage in discussions with third parties regarding alternative acquisition proposals. The Company is also subject to similar “no-shop” provisions but those restrictions will terminate upon the earlier of (i) the date that the Company Stockholder Approval is obtained and (ii) termination of the Merger Agreement in accordance with its terms. However, the no-shop provisions are subject to customary “fiduciary-out” provisions which allow the Company and RSC under certain circumstances to provide information to and participate in discussions with third parties with respect to unsolicited alternative acquisition proposals that the board of directors of the Company or RSC, as applicable, has reasonably determined in good faith (after consultation with its outside legal counsel and financial advisors) would result in a transaction more favorable to the such party’s stockholders from a financial point of view than the Merger and is reasonably likely to be consummated in accordance with its terms.

The Company and RSC are permitted under certain circumstances to terminate the Merger Agreement, including in the event that, among other things, the other party breaches its “no-shop” obligations or under certain limited circumstances to enter into a “superior proposal”. In connection with the termination of the Merger Agreement under certain circumstances specified in the Merger Agreement, either party may be required to pay the other party a termination fee of $60 million plus, in certain circumstances, expenses up to a maximum of $20 million in the event that, among other things, (i) the other party’s board of directors withdraws or qualifies its recommendation in favor of the Merger, (ii) the other party’s board of directors fails to recommend against any third party tender or exchange offer, (iii) the other party accepts a superior proposal, (iv) the other party has breached its “no-shop” obligations under the Merger Agreement or (v) (A) an alternative acquisition proposal is made to the other party or otherwise becomes publicly known, (B) the other party’s stockholders do not approve the Merger Agreement at the relevant stockholders meeting and (C) the other party enters into a definitive agreement with respect to or consummates an alternative acquisition proposal, or the other party’s board of directors approves, recommends or does not oppose an alternative acquisition proposal, in each case within one year after termination of the Merger Agreement. In the event that either party terminates the Merger Agreement for failure of a party’s stockholders to approve the adoption of the Merger Agreement, the party whose stockholders failed to so approve the adoption of the Merger Agreement will be required to reimburse the other party’s expenses up to a maximum of $20 million. Further, if RSC terminates the Merger Agreement due to the Company’s failure to consummate the Merger on the date the closing should have occurred in accordance with the terms of the Merger Agreement or either party terminates the Merger Agreement due to the failure of the third party valuation firm to deliver an opinion with respect to the solvency of the surviving corporation, and in either case all of the other conditions to the Company’s obligations to consummate the Merger have been met (other than those conditions that are to be satisfied at the closing), then the Company will be required to pay RSC a termination fee of $107.5 million plus expenses, unless the Company’s failure to consummate the Merger resulted from RSC’s failure to provide certain information required to be provided by it under the Merger Agreement in connection with the Company’s financing for the Merger.

The Merger Agreement is filed as an exhibit to this Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual or financial information about the Company, RSC, or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement; were solely for the benefit of the parties to the Merger Agreement; have been qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and are subject to materiality qualifications contained in the Merger Agreement that may differ from what may be viewed as material by investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, RSC or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company and RSC. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the companies and the Merger that will be contained in, or incorporated by reference into, the joint proxy statement/prospectus forming a part of the registration statement on Form S-4 that the Company will file in order to register the shares of Company common stock issuable in connection with the Merger, as well as in the other filings that each of the Company and RSC make with the SEC.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Form 8-K and incorporated herein by reference.

The Voting Agreement

Contemporaneously with the execution of the Merger Agreement, as a condition to the Company entering into the Merger Agreement, the Company entered into a voting agreement (the “Voting Agreement”) with each of OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC (collectively, the “Oak Hill Stockholders”) covering all shares of RSC common stock held of record or beneficially owned by the Oak Hill Stockholders. The Oak Hill Stockholders held approximately 33.4% of the issued and outstanding shares of RSC common stock as of December 15, 2011, the last trading day before announcement of the transaction.

Pursuant to the Voting Agreement, the Oak Hill Stockholders have agreed to, among other things, vote (or cause to be voted) all of their shares (a) in favor of the adoption of the Merger Agreement and approval of the transactions contemplated thereby and (b) against, and otherwise not support, any “Company Acquisition Proposal” (as defined in the Merger Agreement) or any other action, agreement or transaction submitted for approval of RSC’s stockholders that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger. The Oak Hill Stockholders have also agreed not to solicit, initiate or encourage any inquiries or the making or consummation of any proposal or offer that constitutes, or is reasonably likely to lead to, a “Company Acquisition Proposal.”

In addition, each Oak Hill Stockholder has agreed, subject to certain exceptions, not to, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any of the shares of RSC common stock held by such stockholder, or enter into any contract with respect to the foregoing, or (b) deposit any of its shares of RSC common stock into a voting trust or enter into a voting agreement or arrangement with respect to such shares of RSC common stock or grant any proxy or power of attorney with respect thereto.

The Voting Agreement will terminate upon the earliest to occur of (a) the date of termination of the Merger Agreement, (b) the date of any modification of the Merger Agreement that reduces the amount or changes the form of the consideration to be paid to RSC stockholders in connection with the Merger and (c) the effective time of the Merger.

The foregoing description of the Voting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

The Commitment Letter

Contemporaneously with the execution of the Merger Agreement, the Company has obtained debt financing commitments for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be used by the Company to pay a portion or all of the cash consideration to consummate the Merger, to repay certain outstanding indebtedness of RSC, to pay all related fees and expenses and to provide for the ongoing working capital and general corporate needs of U Newco as the surviving corporation of the Subsequent Mergers.

Morgan Stanley Senior Funding, Inc. (“MSSF”), Bank of America, N.A. (“BofA”) and WF Investment Holdings, LLC (collectively, the “Bridge Lenders”) have committed to provide a $650 million senior secured bridge facility and a $1,550 million senior unsecured bridge facility, on the terms and subject to the conditions set forth in a commitment letter dated December 15, 2011 (the “Commitment Letter”). It is expected that on or prior to the closing of the Merger, senior secured notes and senior unsecured notes will be issued and sold pursuant to a registered public offering and/or a private placement in lieu of a portion or all of the drawings under the bridge facilities. In addition, the Company is seeking amendments to its existing revolving credit facility to permit the merger of United Rentals (North America), Inc. into U Newco with U Newco as the surviving entity and for certain other purposes. If the necessary amendments to the Company’s existing revolving credit facility shall not become effective on or prior to the closing of the Merger, MSSF, BofA and Wells Fargo Capital Finance, LLC (collectively, the “ABL Lenders” and together with the Bridge Lenders, the “Lenders”) have committed to refinance in full the Company’s existing revolving credit facility in an aggregate amount equal to $1,800 million, on the terms and subject to the conditions set forth in the Commitment Letter. The obligations of the Lenders to provide financing under the Commitment Letter are subject to certain conditions, including, without limitation, (i) the negotiation, execution and delivery of definitive loan documentation for the financing of the Merger, consistent with the Commitment Letter; (ii) a condition that, since December 31, 2010 through and including the date of the Commitment Letter, there has not been any change in the business, financial condition or results of operations of RSC and its subsidiaries, taken as a whole, or any other change, event, effect, development, state of facts, condition, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a “Target Material Adverse Effect” (defined in the Commitment Letter in a manner substantially the same as the definition of “Material Adverse Effect” in the Merger Agreement), and since the date of the Commitment Letter, there shall not have occurred any change, event, circumstance or development that has had, or is reasonably likely to have, a Target Material Adverse Effect; (iii) the delivery to the administrative agent of a notice of borrowing under the bridge facilities; (iv) the consummation of the Merger in accordance with the Merger Agreement (without giving effect to any amendments to the Merger Agreement or any waivers thereof that are materially adverse to the Lenders unless consented to) concurrently with the initial funding of the debt facilities contemplated by the Commitment Letter; (v) the payment of applicable costs, fees and expenses; (vi) the delivery of certain customary closing documents (including, among other things, opinions from legal counsel and a customary solvency certificate); (vii) the accuracy of certain specified representations and warranties in the loan documents contemplated by the Commitment Letter and Merger Agreement; (viii) either the amendments to the Company’s existing revolving credit facility being effective or the Company executing a replacement revolving credit facility, and the Company having sufficient cash from proceeds under the revolving credit facility and/or available cash on hand sufficient (when taken together with the proceeds of the bridge facilities or the offering of notes) to meet its payment obligations under the Merger Agreement; and (ix) the receipt of a prospectus or an offering memorandum with respect to the senior secured notes offering and the senior unsecured notes offering.

The final termination date for the Commitment Letter shall occur upon the earliest of: (i) the execution and delivery of the financing documentation contemplated by the Commitment Letter by all of the parties thereto and the consummation of the Merger; (ii) 11:59 p.m., New York time, on June 15, 2012, or, to the extent the Outside Date (as defined in the Merger Agreement (as originally in effect)) is extended in accordance with Section 8.01(b)(i) of the Merger Agreement (as originally in effect), 11:59 p.m., New York time, on September 15, 2012; and (iii) the date of termination of the Merger Agreement (other than with respect to ongoing indemnity, confidentiality and other customary surviving provisions) in accordance with the Merger Agreement; provided that upon the execution and delivery of the amendment to the Company’s existing revolving credit facility contemplated above by the “Required Lenders” under, and as defined in, the Company’s existing revolving credit facility, all commitments to refinance in full the Company’s existing revolving credit facility shall terminate.

The foregoing description of the Commitment Letter and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Commitment Letter, which is filed as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above related to the Commitment Letter is incorporated by reference into this Item 2.03.

Cautionary Statement Regarding Forward-Looking Statements

This document contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These statements, as they relate to United Rentals or RSC, the management of either such company or the transaction, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. All forward-looking statements included in this document are based upon information available to United Rentals and RSC on the date hereof, and neither United Rentals nor RSC assumes any obligation to publicly update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industry, and other legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the documents United Rentals and RSC have filed with the SEC as well as the possibility that (1) United Rentals and RSC may be unable to obtain stockholder or regulatory approvals required for the proposed transaction or may be required to accept conditions that could reduce the anticipated benefits of the proposed transaction as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of United Rentals and RSC; (4) the proposed transaction may involve unexpected costs; (5) the businesses may suffer as a result of uncertainty surrounding the proposed transaction; and (6) the industry may be subject to future risks that are described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by United Rentals and RSC. Neither United Rentals nor RSC gives any assurance that it will achieve its expectations or assumes any responsibility for the accuracy and completeness of the forward-looking statements.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of United Rentals and RSC described in the “Risk Factors” section of their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This document relates to a proposed transaction between United Rentals and RSC, which will become the subject of a registration statement and joint proxy statement/prospectus forming a part thereof to be filed with the SEC by United Rentals. This document is not a substitute for the registration statement and joint proxy statement/prospectus that United Rentals will file with the SEC or any other documents that it may file with the SEC or send to shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

You will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about United Rentals and RSC, at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, in the Investor Relations portion of the United Rentals website at http:// http://www.ur.com/investor under the heading “Investors” and then under “SEC Filings.” Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, free of charge, by directing a request to Investor Relations at United Rentals at 203-618-7318.

Participants in Solicitation

United Rentals, RSC and their respective directors and executive officers and certain members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of United Rentals and RSC in connection with the proposed transaction. Information about the directors and executive officers of United Rentals and their ownership of United Rentals common stock is set forth in the proxy statement for the United Rentals 2011 annual meeting of stockholders, as filed with the SEC on Schedule 14A on March 31, 2011. Information about the directors and executive officers of RSC and their ownership of RSC common stock is set forth in the proxy statement for the RSC’s 2011 annual meeting of stockholders, as filed with the SEC on Schedule 14A on March 16, 2011. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of this document as described in the preceding paragraph.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are furnished as part of this report:


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of December 15, 2011, by and between United Rentals, Inc. and RSC Holdings Inc.

10.1		Voting Agreement, dated as of December 15, 2011, by and between United Rentals, Inc. and OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC

10.2		Commitment Letter, dated as of December 15, 2011, among United Rentals, Inc., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, WF Investment Holdings, LLC, Wells Fargo Securities, LLC and Wells Fargo Capital Finance, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 21, 2011


UNITED RENTALS, INC.

By:		/s/ Jonathan M. Gottsegen
		Name: Jonathan M. Gottsegen Title: Senior Vice President, General Counsel and Corporate Secretary


UNITED RENTALS (NORTH AMERICA), INC.

By:		/s/ Jonathan M. Gottsegen
		Name: Jonathan M. Gottsegen Title: Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of December 15, 2011, by and between United Rentals, Inc. and RSC Holdings Inc.

10.1		Voting Agreement, dated as of December 15, 2011, by and between United Rentals, Inc. and OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC

10.2		Commitment Letter, dated as of December 15, 2011, among United Rentals, Inc., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, WF Investment Holdings, LLC, Wells Fargo Securities, LLC and Wells Fargo Capital Finance, LLC

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

by and between

United Rentals, Inc.

and

RSC Holdings Inc.

Dated as of December 15, 2011

TABLE OF CONTENTS


		Page
ARTICLE I

THE MERGER
SECTION 1.01.	The Merger		2
SECTION 1.02.	Closing		2
SECTION 1.03.	Effective Time		2
SECTION 1.04.	Charter and Bylaws		2
SECTION 1.05.	Directors of the Surviving Corporation		3
SECTION 1.06.	Subsequent Mergers		3

ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

SECTION 2.01.	Conversion and Cancellation of Securities		3
SECTION 2.02.	Treatment of Company Stock Options; Company Awards		5
SECTION 2.03.	Dissenting Shares		8
SECTION 2.04.	Exchange of Certificates		8
ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 3.01.	Organization, Standing and Corporate Power; Subsidiaries		13
SECTION 3.02.	Charter and Bylaws		14
SECTION 3.03.	Capitalization		14
SECTION 3.04.	Authority		16
SECTION 3.05.	No Conflict; Required Filings and Consents		17
SECTION 3.06.	Company SEC Documents; Financial Statements; No Undisclosed Liabilities		18
SECTION 3.07.	Absence of Certain Changes or Events		21
SECTION 3.08.	Litigation		22
SECTION 3.09.	Material Contracts		22
SECTION 3.10.	Permits; Compliance with Laws		23
SECTION 3.11.	Environmental Matters		24
SECTION 3.12.	Labor Relations and Other Employment Matters		26
SECTION 3.13.	Employee Benefits		27
SECTION 3.14.	Taxes		31
SECTION 3.15.	Properties		33
SECTION 3.16.	Intellectual Property		33


SECTION 3.17.	Voting Requirements	35
SECTION 3.18.	Takeover Statutes	36
SECTION 3.19.	Information Supplied	36
SECTION 3.20.	Brokers and Other Advisors	36
SECTION 3.21.	Opinions of Financial Advisors	36
SECTION 3.22.	Affiliate Transactions	37
SECTION 3.23.	Insurance	37
SECTION 3.24.	Independent Investigation	37

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

SECTION 4.01.	Organization, Standing and Corporate Power	38
SECTION 4.02.	Certificate of Incorporation and Bylaws	39
SECTION 4.03.	Capitalization	39
SECTION 4.04.	Authority	39
SECTION 4.05.	No Conflict; Required Filings and Consents	40
SECTION 4.06.	Company SEC Documents; Financial Statements; No Undisclosed Liabilities	41
SECTION 4.07.	Absence of Certain Changes or Events	44
SECTION 4.08.	Litigation	44
SECTION 4.09.	Compliance with Laws	45
SECTION 4.10.	Environmental Matters	45
SECTION 4.11.	Information Supplied	46
SECTION 4.12.	Financial Ability	46
SECTION 4.13.	Brokers	47
SECTION 4.14.	Voting Requirements	47
SECTION 4.15.	Taxes	47
SECTION 4.16.	Insurance	49
SECTION 4.17.	No Ownership of Company Common Shares	49
SECTION 4.18.	No Regulatory Impediment	49
SECTION 4.19.	Absence of Arrangements with Management	49
SECTION 4.20.	Independent Investigation	50

ARTICLE V

CONDUCT PENDING THE MERGER

SECTION 5.01.	Conduct of Business of the Company Pending the Merger	50
SECTION 5.02.	Conduct of Purchaser Pending the Merger	54
SECTION 5.03.	Advice of Changes	56



ARTICLE VI

ADDITIONAL AGREEMENTS

SECTION 6.01.	Stockholders Meetings	57
SECTION 6.02.	Form S-4 and Joint Proxy Statement/Prospectus	58
SECTION 6.03.	Access to Information; Confidentiality	59
SECTION 6.04.	Company No Solicitation; Company Adverse Recommendation Change	60
SECTION 6.05.	Purchaser No Solicitation; Purchaser Adverse Recommendation Change	65
SECTION 6.06.	Financing	69
SECTION 6.07.	Further Action; Efforts	77
SECTION 6.08.	Directors’ and Officers’ Indemnification and Insurance	80
SECTION 6.09.	Public Announcements	83
SECTION 6.10.	Stockholder Actions	83
SECTION 6.11.	Employee Matters	84
SECTION 6.12.	NYSE Listing and Delisting; Reservation for Issuance	86
SECTION 6.13.	Section 16 Matters	86
SECTION 6.14.	Takeover Laws	86
SECTION 6.15.	Solvency Opinion	87

ARTICLE VII

CONDITIONS

SECTION 7.01.	Conditions to Each Party’s Obligation to Effect the Merger	87
SECTION 7.02.	Conditions to Obligations of Purchaser	88
SECTION 7.03.	Conditions to Obligation of the Company	89
SECTION 7.04.	Frustration of Closing Conditions	90

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER
SECTION 8.01.	Termination	90
SECTION 8.02.	Effect of Termination	93
SECTION 8.03.	Amendment	97
SECTION 8.04.	Extension; Waiver	97

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01.	Nonsurvival of Representations and Warranties	97
SECTION 9.02.	Fees and Expenses	98
SECTION 9.03.	Notices	98

iii


SECTION 9.04.	Definitions	99
SECTION 9.05.	Interpretation	104
SECTION 9.06.	Consents and Approvals	105
SECTION 9.07.	Counterparts	105
SECTION 9.08.	Entire Agreement; No Third-Party Beneficiaries	105
SECTION 9.09.	Governing Law	106
SECTION 9.10.	Assignment	106
SECTION 9.11.	Specific Enforcement; Consent to Jurisdiction	106
SECTION 9.12.	Waiver of Jury Trial	107
SECTION 9.13.	Severability	108
SECTION 9.14.	Obligations of Purchaser and of the Company	108

INDEX OF DEFINED TERMS

		September 30,
	Page(s)

ABL Facility		77
Actions		22
Affiliate		99
Agreed Courts		106
Agreed Issues		106
Agreement		Recitals
Alternate Financing		71
Alternative Acquisition Agreement		62
Antitrust Consents		78
Antitrust Law		99
Book-Entry Shares		4
Business Day		99
Capitalization Date		14
Cash Consideration		4
Certificate		4
Certificate of Merger		2
Closing		2
Closing Date		2
COBRA		30
Commissioner		79
Company		Recitals
Company Acquisition Proposal		63
Company Adverse Recommendation Change		61
Company Board Recommendation		17
Company Bylaws		14
Company Charter		14
Company Common Shares		3
Company Disclosure Letter		13
Company Employees		84
Company Intellectual Property		33
Company Intervening Event		62
Company Plans		27
Company Preferred Shares		14
Company Related Parties		99
Company SEC Documents		18
Company Severance Plan		85
Company Shares		14
Company Stock-Based Awards		15
Company Stockholder Approval		36
Company Stockholders Meeting		57
Company Superior Proposal		64
Competition Act		18
Compliant		77
Confidentiality Agreement		60
Consents		18
Continuation Period		84
Continuing Employees		84
Contract		17
Convertible Securities		100
Costs		81
DGCL		2
Dissenting Shares		4
Dissenting Stockholder		4
DOJ		79
DOL		28
Effective Time		2
Eligible Shares		4
Environmental Laws		25
Equity Securities		100
ERISA		27
ERISA Affiliate		29
Exchange Agent		8
Exchange Fund		9
Exchange Rate		4
Excluded Shares		3
Filings		18
Financing Commitment		46
Financing Sources		100
Foreign Corrupt Practices Act		24
Form S-4		58
Fraud		100
FTC		79
Governmental Entity		18
Hazardous Materials		25
HIPAA		30
HSR Act		16
Indemnified Parties		81
Infringed		34
Intellectual Property		35
IRS		27
IT Assets		35

			September 30,
Joint Proxy Statement/Prospectus			18
Knowledge			100
Law			100
Leased Real Property			33
Leases			33
Liens			14
Listed Purchaser Common Shares			86
Marketing Period			75
Material Adverse Effect			100
Material Contract			23
Merger			Recitals
Merger Consideration			4
Multiemployer Plan			27
Multiple Employer Plan			27
Negotiation Period			62
New Financing Commitment			71
Non-U.S. Company Plans			28
Order			101
Outside Date			90
Owned Real Property			33
Per Share Cash Amount			4
Permits			23
Permitted Liens			102
person			102
Personal Information			35
Privacy Policies			34
Purchaser			Recitals
Purchaser Acquisition Proposal			68
Purchaser Adverse Recommendation Change			67
Purchaser Board Recommendation			40
Purchaser Bylaws			2
Purchaser Charter			2
Purchaser Common Share			3
Purchaser Disclosure Letter			38
Purchaser Intervening Event			67
Purchaser Material Adverse Effect			102
Purchaser No-Shop Period			65
Purchaser Plans			84
Purchaser Preferred Shares			39
Purchaser Related Parties			103
Purchaser SEC Documents			41
Purchaser Share Consideration			4
Purchaser Share Issuance			40
Purchaser Stockholder Approval			47
Purchaser Stockholders Meeting			57
Purchaser Superior Proposal			68
Purchaser Termination Fee			95
R III			Recitals
Real Property			33
Reimbursable Expenses			94
Release			25
Representatives			103
Required Governmental Consents			87
Required Information			76
Reserve Amount			76
Restraining Orders			87
Second Request			79
SIR			79
Solvent			103
SOX			18
Subsequent Mergers			Recitals
Subsidiary			104
Surviving Corporation			2
Surviving Newco			3
Systems			35
Takeover Laws			36
Tax			33
Tax Return			33
Termination Fee			94
U Newco			Recitals
U Opco			Recitals
Vacation Policy			85
Voting Agreement			Recitals
WARN Act			26

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of December 15, 2011 (this “ Agreement ”), between United Rentals, Inc., a Delaware corporation (“ Purchaser ”), and RSC Holdings Inc., a Delaware corporation (the “ Company ”).

WHEREAS, the respective boards of directors of each of Purchaser and the Company have approved the merger of the Company with and into Purchaser (the “ Merger ”) upon the terms and subject to the conditions set forth in this Agreement and have approved and declared advisable this Agreement;

WHEREAS, the parties intend for the Merger to qualify as a reorganization for United States federal income tax purposes within the meaning of Section 368(a)(1)(A) of the Code and intend for this Agreement to constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g);

WHEREAS, the parties desire that immediately following the Merger, Purchaser shall cause RSC Holdings III, LLC (“ R III ”), a Delaware limited liability company and wholly owned Subsidiary of the Company, and United Rentals (North America), Inc. (“ U Opco ”), a Delaware corporation and wholly owned Subsidiary of Purchaser, each to merge with and into a newly formed Delaware corporation and wholly owned subsidiary of Purchaser (“ U Newco ”) (collectively, the “ Subsequent Mergers ”), upon the terms and subject to the conditions of this Agreement and have approved such Subsequent Mergers;

WHEREAS, the respective boards of directors of each of Purchaser and the Company have each unanimously determined that it is in the best interests of their respective companies and stockholders to consummate the Merger and the Subsequent Mergers provided for herein;

WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition to the willingness of Purchaser to enter into this Agreement, certain stockholders of the Company have entered into a Voting Agreement with Purchaser (the “ Voting Agreement ”); and

WHEREAS, the Company and Purchaser desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained in this Agreement, and subject to the conditions set forth herein, the parties hereto agree as follows:

ARTICLE I

THE MERGER

SECTION 1.01. The Merger . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “ DGCL ”), the Company shall be merged with and into Purchaser at the Effective Time (as defined in Section 1.03). As a result of the Merger, the separate corporate existence of the Company shall cease and Purchaser shall continue as the surviving corporation of the Merger (the “ Surviving Corporation ”). The Merger shall have the effects specified in the DGCL.

SECTION 1.02. Closing . The closing of the Merger (the “ Closing ”) shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 a.m. local time, on the date that is the later of (a) the third Business Day following the day on which the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement, (b) the earlier of (i) a date during the Marketing Period specified by Purchaser on no fewer than three (3) Business Days notice to the Company and (ii) the final day of the Marketing Period, and (c) such other time, date or place as Purchaser and the Company may mutually agree in writing. The time and date of the Closing is referred to in this Agreement as the “ Closing Date ”.

SECTION 1.03. Effective Time . Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable following the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “ Certificate of Merger ”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later time as Purchaser and the Company shall agree in writing and shall specify in the Certificate of Merger (the “ Effective Time ”).

SECTION 1.04. Charter and Bylaws . (a) The restated certificate of incorporation of Purchaser in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation (the “ Purchaser Charter ”), until duly amended as provided therein or by applicable Law.

(b) The amended and restated bylaws of Purchaser in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation (the “ Purchaser Bylaws ”), until thereafter amended as provided therein or by applicable Law.

SECTION 1.05. Directors of the Surviving Corporation . The parties hereto shall take, or cause to be taken, all actions necessary so that the three individuals designated by the Company to Purchaser no later than January 17, 2012 are appointed to the board of directors of the Surviving Corporation at the Effective Time; provided , that the individuals so designated are independent directors of the board of directors of the Company (as determined in accordance with rules of the New York Stock Exchange, Inc. (“ NYSE ”)) as of the date hereof and will be independent directors of the Surviving Corporation (as determined in accordance with the rules of the NYSE) as of the Effective Time. Except for the additional individuals nominated for election to the board of directors of the Surviving Corporation pursuant to the preceding sentence, the directors of Purchaser immediately prior to the Effective Time shall be the only directors of the Surviving Corporation at the Effective Time, each to hold office until the earlier of their resignation, removal or death and the due election and qualification of their successors.

SECTION 1.06. Subsequent Mergers . Immediately after the Effective Time, Purchaser shall cause each of R III and U Opco to merge with and into U Newco in accordance with the DGCL. The Subsequent Mergers shall have the effects specified in the provisions of the DGCL and as a result of the Subsequent Mergers, the separate corporate existences of R III and U Opco shall cease and U Newco shall continue as the surviving corporation of the Subsequent Mergers (the “ Surviving Newco ”). The certificate of incorporation of U Newco in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Newco, until duly amended as provided therein or by applicable Law and the bylaws of U Newco in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Newco, until thereafter amended as provided therein or by applicable Law.

ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE

CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

SECTION 2.01. Conversion and Cancellation of Securities . At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the capital stock of the Company or Purchaser:

(a) Effect on Purchaser Stock . Each share of common stock, $0.01 par value (each, a “ Purchaser Common Share ”), of Purchaser issued and outstanding immediately prior to the Effective Time shall remain outstanding;

(b) Cancellation of Excluded Shares and Dissenting Shares . Each share of common stock, no par value (the “ Company Common Shares ”), of the Company issued and, if applicable, outstanding that is owned by the Company, Purchaser or any direct or indirect wholly owned Subsidiary of the Company or Purchaser immediately prior to the Effective Time, and in each case not held on behalf of third parties (“ Excluded Shares ”), and each Company Common Share that is owned by a

stockholder (“a Dissenting Stockholder ”) who has perfected and not withdrawn a demand for, or lost its right to, appraisal pursuant to Section 262 of the DGCL with respect to such Company Common Share (the “ Dissenting Shares ”) shall cease to be, if applicable, outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject only, with respect to the Dissenting Shares, to the rights of the holders of Dissenting Shares as described in Section 2.03; and

(c) Effect on Company Common Shares . (i) Subject to Section 2.04(d), each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and any Dissenting Shares) (collectively, the “ Eligible Shares ”) shall be converted into and shall thereafter represent the following consideration: (i) the right to receive an amount in cash equal to $10.80 (the “ Per Share Cash Amount ”) and (ii) 0.2783 (the “ Exchange Ratio ”) of a validly issued, fully paid and non-assessable Purchaser Common Share, in each case without interest.

(ii) The Purchaser Common Shares to be issued, and cash payable, upon the conversion of the Company Common Shares pursuant to this Section 2.01(c) and cash in lieu of fractional Purchaser Common Shares as contemplated by Section 2.04(h) are referred to as “ Purchaser Share Consideration “ and “ Cash Consideration ,” respectively, and collectively as “ Merger Consideration .” As of the Effective Time, all Company Common Shares that have been converted pursuant to this Section 2.01(c) shall cease to be outstanding, shall cease to exist and shall be cancelled, and each holder of a certificate representing any such Company Common Shares (a “ Certificate ”) or Company Common Shares held in book entry form (“ Book-Entry Shares ”) shall cease to have any rights with respect thereto, except the right to receive, in accordance with this Section 2.01(c), the Merger Consideration and any other amounts herein provided, upon surrender of such Certificate or Book-Entry Shares, without interest thereon.

(d) Adjustments . (i) Notwithstanding anything in this Agreement to the contrary but without limiting the effect of Section 7.02(a) or 7.03(a), if between the date of this Agreement and the Effective Time the issued and outstanding Company Common Shares or Purchaser Common Shares are changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment, or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within such period, then the Merger Consideration, Exchange Ratio, Option Exchange Ratio and other dependent items shall be equitably adjusted so as to provide the holders of Company Common Shares with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration, Exchange Ratio, Option Exchange Ratio or other dependent item.

(ii) Notwithstanding anything in this Agreement to the contrary, if the Threshold Percentage (determined without regard to this sentence) would be less than 40.0%, then an amount of cash otherwise payable as Cash Consideration pursuant to Section 2.01(c)(ii), equal to the amount of cash which would be necessary to cause the recomputed Threshold Percentage to equal 40.0% shall instead be payable in an equivalent amount of Purchaser Common Shares (with each Purchaser Common Share valued for this purpose using the Applicable Stock Value).

The term “ Threshold Percentage ” shall mean the quotient, expressed as a percentage, obtained by dividing (a) the Aggregate Share Consideration by (b) the sum of (1) the Aggregate Share Consideration plus (2) the Aggregate Cash Amount.

The term “ Aggregate Share Consideration ” shall mean the product of (a) the aggregate number of Purchaser Common Shares to be delivered pursuant to this Agreement, multiplied by (b) the Applicable Stock Value.

The term “ Applicable Stock Value ” shall mean $25.875.

The term “ Aggregate Cash Amount ” shall mean the aggregate amount of cash to be paid to the holders of Company Common Shares pursuant to this Agreement (including any payments to Dissenting Stockholders) in exchange for their Company Common Shares. Solely for purposes of this Section 2.01(d)(ii), Dissenting Stockholders shall be deemed to receive an amount of cash equal to $21.60 per Dissenting Share, or such other amount, which may be higher or lower, as the parties determine in good faith taking into account the principles of clause (iii) below (it being understood that the actual amount that would be payable to any Dissenting Stockholder following completion of an appraisal proceeding would be determined pursuant to such appraisal proceeding in accordance with the applicable provisions of Delaware law).

(iii) For the avoidance of doubt, the adjustment provided in Section 2.01(d)(ii) is intended only to ensure that the Merger qualifies as a reorganization within the meaning of Section 368(a)(1)(A) of the Code, and shall be interpreted accordingly and not used for any other purpose.

SECTION 2.02. Treatment of Company Stock Options; Company Awards .

(a) Company Stock Options . At the Effective Time, each option to purchase Company Common Shares granted under the Company’s Amended and Restated Stock Incentive Plan (the “ Company Stock Incentive Plan ”) (whether vested or unvested, exercisable or unexercisable) (each, a “ Company Stock Option ”) which is outstanding immediately prior to the Effective Time shall, without any further action on the part of any holder thereof, be converted into an option to purchase the number of Purchaser Common Shares determined by multiplying the number of Company Common Shares subject to such Company Stock Option immediately prior to the Effective Time by the Option Exchange Ratio (as defined below) (rounded down, if necessary, to a

whole Purchaser Common Share), at an exercise price per Purchaser Common Share equal to the exercise price per Company Common Share of such Company Stock Option immediately prior to the Effective Time divided by the Option Exchange Ratio (rounded, if necessary, up to the nearest whole cent), it being understood that the exercise price and number of Purchaser Common Shares for which each Company Stock Option is exercisable is intended to be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “ Code ”). Except as specifically provided in this Section 2.02, following the Effective Time, each Company Stock Option shall otherwise be subject to the same terms and conditions as were applicable to the Company Stock Option under the Company Stock Incentive Plan and Company Stock Option agreements immediately prior to the Effective Time, except that all references to the Company in the Company Stock Incentive Plan and the applicable Company Stock Option agreements shall be deemed to refer to Purchaser, which shall have assumed the Company Stock Incentive Plan as of the Effective Time by virtue of this Agreement and the transactions contemplated hereby and without any further action, and all references to Company Common Shares shall be deemed to be to Purchaser Common Shares. The “ Option Exchange Ratio ” shall mean the sum of (i) the Exchange Ratio and (ii) the quotient determined by dividing the Per Share Cash Amount by the volume-weighted average of the closing sale prices of Purchaser Common Shares as reported on the NYSE composite transactions reporting system for each of the ten consecutive trading days ending with the Closing Date.

(b) Company Awards . At the Effective Time, each restricted stock unit award granted under the Company Stock Incentive Plan (each, a “ Company Award ”), other than a Company Award held by a member of the Company’s board who is not also an employee or officer of the Company (each, a “ Director Award ”), shall be converted into the right to acquire the number of Purchaser Common Shares, determined by multiplying the number of Company Common Shares subject to such Company Award immediately prior to the Effective Time by the Option Exchange Ratio (rounded down, if necessary, to a whole Purchaser Common Share); provided , that with respect to the portion of any Company Award that conditions vesting on both the achievement of performance measures and service-based vesting conditions, the performance measures shall be deemed satisfied at the target level, but the service-based vesting conditions shall continue to apply in accordance with the terms of such Company Award. Except as specifically provided in this Section 2.02, following the Effective Time, each such Company Award shall otherwise be subject to the same terms and conditions as were applicable to the Company Awards under the Company Stock Incentive Plan and Company Award agreements immediately prior to the Effective Time, except that all references to the Company in the Company Stock Incentive Plan and the applicable Company Award agreements shall be deemed to refer to Purchaser, which shall have assumed the Company Stock Incentive Plan as of the Effective Time by virtue of this Agreement and the transactions contemplated hereby and without any further action, and all references to Company Common Shares shall be deemed to be to Purchaser Common Shares. At the Effective Time, each Director Award shall, without any further action on

the part of any holder thereof, be cancelled and converted into the right to receive from Purchaser or the Surviving Corporation, with respect to each Company Common Share covered by such award, (i) an amount in cash, without interest, equal to the Per Share Cash Amount and (ii) a number of Purchaser Common Shares determined by multiplying the number of Company Common Shares subject to such Director Award by the Exchange Ratio (rounded down, if necessary, to a whole Purchaser Common Share), plus any accrued dividend equivalents (as determined in accordance with the applicable award agreement) in respect of such Director Award with a record date prior to the Effective Time which have been authorized by the Company and which remain unpaid at the Effective Time.

(c) Treatment under the Company Stock Incentive Plan . For the avoidance of doubt, (i) the Company Stock Options and Company Awards as converted pursuant to this Section 2.02 shall be “Alternative Awards” within the meaning of the Company Stock Incentive Plan and, without limiting any rights enjoyed by the holders thereof with respect to vesting or otherwise, or any right to accelerate vesting under the Company Stock Incentive Plan and related award agreements thereunder, shall be afforded the “double-trigger” vesting protections as set forth in the Company Stock Incentive Plan, and (ii) the consummation of the transactions contemplated by this Agreement shall constitute the first trigger of such vesting protection.

(d) Registration . If registration of any interests in the Company Stock Incentive Plan or the Purchaser Common Shares issuable thereunder is required under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “ Securities Act ”), Purchaser shall file with the Securities and Exchange Commission (the “ SEC ”) within five (5) business days after the Effective Time a registration statement on Form S-8 with respect to such interests or Purchaser Common Shares, and shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as the Company Stock Incentive Plan remains in effect and such registration of interests therein or the Purchaser Common Shares issuable thereunder continues to be required. As soon as practicable after the registration of such interests or shares, as applicable, Purchaser shall deliver to the holders of Company Stock Options and Company Awards appropriate notices setting forth such holders’ rights pursuant to the Company Stock Incentive Plan and agreements evidencing the grants of such Company Stock Options and Company Awards, and stating that the Company Incentive Plan and such Company Stock Options and Company Awards and agreements have been assumed by Purchaser and shall continue in effect on the terms and conditions specified in this Section 2.02.

(e) Corporate Actions . At or prior to the Effective Time, the Company, the board of directors of the Company and the compensation committee thereof, as applicable, shall adopt any resolutions and take any actions which are necessary or advisable to effectuate the provisions of this Section 2.02. At or prior to the Effective Time, Purchaser shall take all actions which are necessary for the assumption of the Company Stock Incentive Plan, Company Stock Options and Company Awards

pursuant to this Section 2.02 including the reservation, issuance (subject to Section 2.02(c)) and listing of Purchaser Common Shares as necessary to effect the transactions contemplated by this Section 2.02. The Company shall take all actions necessary to ensure that from and after the Effective Time neither Purchaser nor the Exchange Agent (as defined below) will be required to deliver Company Common Shares or other capital stock of the Company to any person pursuant to or in settlement of Company Stock Options or Company Awards.

SECTION 2.03. Dissenting Shares . (a) Notwithstanding anything to the contrary contained in this Agreement, the Dissenting Shares shall not be converted as provided in Sections 2.01 and 2.02, but rather such holders shall be entitled only to payment by Purchaser of the “fair value” of such Dissenting Shares in accordance with Section 262 of the DGCL; provided , however , that if any such stockholder of the Company shall fail to perfect or effectively waive, withdraw or lose such stockholder’s rights under Section 262 of the DGCL, the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration as provided in Sections 2.01(c) and 2.02. The Company shall serve prompt notice to Purchaser of any demands received by the Company for appraisal of any Company Common Shares, and Purchaser shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Purchaser, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

SECTION 2.04. Exchange of Certificates .

(a) Exchange Agent .

(i) Prior to the Effective Time, Purchaser shall enter into an exchange agent agreement in form and substance reasonably acceptable to the Company with a nationally recognized financial institution designated by Purchaser and reasonably acceptable to the Company (the “ Exchange Agent ”), it being agreed by the parties that the American Stock Transfer & Trust Company is acceptable. At the Effective Time, Purchaser shall (A) deposit with the Exchange Agent, for the benefit of the holders of Company Common Shares, subject to Section 2.04(b)(ii), certificates representing the full number of Purchaser Common Shares issuable pursuant to Section 2.01 in exchange for outstanding Company Common Shares and (B) provide or cause to be provided to the Exchange Agent all of the cash necessary to pay the aggregate Cash Consideration. Purchaser shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such Purchaser Common Shares pursuant to Section 2.04(c) (such Purchaser Common Shares and cash provided to the Exchange Agent, together with any dividends or other

distributions with respect thereto, being hereinafter referred to as the “ Exchange Fund ”). In addition to the foregoing, Purchaser shall make available to the Exchange Agent, for deposit in the Exchange Fund, from time to time as needed, immediately available funds sufficient to pay cash in lieu of fractional shares in accordance with Section 2.04(h). Purchaser shall cause the Exchange Agent to deliver the Purchaser Common Shares and cash contemplated to be issued pursuant to Section 2.01 or 2.04(h) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose.

(ii) The Exchange Agent shall invest any cash deposited with the Exchange Agent by Purchaser as directed by Purchaser. Any interest or income produced by such investments shall not be deemed part of the Exchange Fund and shall be payable to Purchaser. To the extent that there are any losses with respect to any such investments, Purchaser shall promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to pay cash in lieu of fractional shares in accordance with Section 2.04(h).

(b) Exchange Procedures .

(i) Certificates . Purchaser shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, to each holder of record of a Certificate whose shares were converted into Purchaser Share Consideration and the right to receive Cash Consideration pursuant to Section 2.01 and any cash in lieu of fractional Purchaser Common Shares pursuant to Section 2.04(h), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent (or affidavits of loss in lieu thereof as provided in Section 2.04(e)) and shall be in customary form and have such other provisions as are reasonably satisfactory to both the Company and Purchaser) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 2.04(e)) in exchange for the Merger Consideration. If any Dissenting Shares cease to be Dissenting Shares pursuant to Section 2.03, Purchaser shall cause the Exchange Agent promptly (and in any event within three (3) Business Days) after the date on which such Dissenting Shares cease to be Dissenting Shares to mail to the holder of record of such Company Common Shares the letter of transmittal and instructions referred to in the immediately preceding sentence, with respect to such Company Common Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and executed in accordance with its instructions, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Purchaser shall instruct the Exchange Agent to pay and deliver in exchange therefor, as promptly as practicable (A) the Per Share Cash Amount (less any required withholding taxes

as provided in Section 2.04(f)), (B) the number of whole Purchaser Common Shares (which shall be in non-certificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.01(c) (after taking into account all Eligible Shares then held by such holder), (C) any dividends or other distributions payable pursuant to Section 2.04(c) and (D) cash in lieu of fractional Purchaser Common Shares payable pursuant to Section 2.04(h), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if the applicable letter of transmittal is presented to the Exchange Agent, accompanied by all documents reasonably required by Purchaser to evidence and effect such transfer, such Certificate is properly endorsed or otherwise in proper form for transfer and the person requesting such payment pays any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establishes to the reasonable satisfaction of Purchaser that such tax has been paid or is not applicable. Subject to Section 2.03, until surrendered as contemplated by this Section 2.04, each Certificate shall be deemed at any time after the Effective Time to represent only the Purchaser Share Consideration and the right to receive Cash Consideration upon such surrender, in each case, into which the Company Common Shares theretofore represented by such Certificate have been converted pursuant to Section 2.01(c), dividends or other distributions payable pursuant to Section 2.04(c) and cash in lieu of any fractional shares payable pursuant to Section 2.04(h). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

(ii) Book-Entry Shares . Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Company Common Shares were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c) shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Share (A) the Per Share Cash Amount, (B) the number of whole Purchaser Common Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to 2.01(c) (after taking into account all Eligible Shares then held by such holder), (C) any dividends or distributions

payable pursuant to Section 2.04(c) and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h), and the Book-Entry Shares of such holder shall forthwith be cancelled.

(i) Certificates . All Purchaser Common Shares to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Purchaser in respect of the Purchaser Common Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Purchaser Common Shares shall be paid to any holder of an unsurrendered Certificate until such Certificate (or affidavits of loss in lieu of the Certificate as provided in Section 2.04(e)) is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu of the Certificate as provided in Section 2.04(e)), there shall be issued and/or paid to the holder of the Certificates representing whole Purchaser Common Shares issued in exchange therefor, without interest, (A) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Purchaser Common Shares and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole Purchaser Common Shares with a record date after the Effective Time but with a payment date subsequent to the time of such payment and delivery by the Exchange Agent under Section 2.04(b)(ii) payable with respect to Purchaser Common Shares.

(ii) Book-Entry Shares . Holders of Book-Entry Shares who are entitled to receive Purchaser Common Shares under this Article II shall be issued and/or paid (A) at the time of payment and delivery of such Purchaser Common Shares by the Exchange Agent under Section 2.04(b)(ii), the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Purchaser Common Shares and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole Purchaser Common Shares with a record date after the Effective Time but with a payment date subsequent to surrender.

(d) Transfers . The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon the surrender of the Certificates (or, automatically, in the case of the Book-Entry Shares) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such Company Common Shares (other than the right to receive the payments and deliveries contemplated by this Article II). After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Shares that

were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Company Common Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

(e) Lost, Stolen or Destroyed Certificates . In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Purchaser, the posting by such person of a bond in reasonable amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate Purchaser Common Shares, the Cash Consideration and the cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered as provided in this Article II.

(f) Withholding Taxes . Notwithstanding anything to the contrary set forth herein, Purchaser and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Shares pursuant to this Agreement such amounts, in cash, as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign tax Law. Any amount properly deducted or withheld pursuant to this Section 2.04(f) shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of which such deduction or withholding was made.

(g) Termination of the Exchange Fund . Any portion of the Exchange Fund (including any investments thereof) that remains undistributed to the holders of Company Common Shares for 180 days after the Effective Time shall be delivered to Purchaser, upon demand, and any holder of Company Common Shares who has not theretofore complied with this Article II shall thereafter look only to Purchaser for payment of its claim for the Merger Consideration and any dividends or distributions with respect to Purchaser Common Shares as contemplated by Section 2.04(c) (less any required Tax withholdings as provided in Section 2.04(f)), without any interest thereon, upon (i) due surrender of its Certificates (or affidavits of loss in lieu thereof as provided in Section 2.04(e))) and (ii) if requested by the Surviving Corporation, delivery of a letter of transmittal in customary form that is provided promptly to such record holder by the Surviving Corporation, in each case, to the Surviving Corporation. Notwithstanding the foregoing, neither Purchaser nor the Exchange Agent or any other person shall be liable to any person for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.

(h) No Fractional Shares . Notwithstanding anything in this Agreement to the contrary, no certificates or scrip representing fractional Purchaser Common Shares shall be issued upon the surrender for exchange of Certificates or Book-

Entry Shares. In lieu of any such fractional shares, any holder of Company Common Shares entitled to receive a fractional Purchaser Common Share but for this Section 2.04(h) shall be entitled to receive a cash payment in lieu thereof, which payment shall be calculated by the Exchange Agent as an amount equal to the product of (A) the amount of the fractional share interests in a Company Common Share to which such holder is entitled under Section 2.01(c) (or would be entitled but for this Section 2.04(h)) and (B) an amount equal to the volume-weighted average of the closing sale prices of Purchaser Common Shares as reported on the NYSE composite transactions reporting system for each of the 10 consecutive trading days ending with the last complete trading day prior to the Closing Date. Any such sale shall be made by the Exchange Agent within five business days after the date upon which the Certificate(s) (or affidavit(s) of loss in lieu of the Certificates(s) as provided in Section 2.04(f)) that would otherwise result in the issuance of such fractional Purchaser Common Shares have been received by the Exchange Agent. All fractional shares to which a single record holder of Company Common Shares would otherwise be entitled to receive hereunder shall be aggregated and calculations shall be rounded to three decimal places.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in (a) the Company SEC Documents filed with the SEC and made publicly available after December 31, 2010 and prior to the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent that they are forward-looking statements or cautionary, predictive or forward-looking in nature); provided, however , that the exception provided for in this clause (a) shall be applied with respect to a particular representation or warranty if, and only if, the nature and content of the applicable disclosure in any such document is reasonably specific as to the matters and items which are the subject of such representation or warranty; or (b) the corresponding sections or subsections of the disclosure letter delivered to Purchaser by the Company in connection with this Agreement (the “ Company Disclosure Letter ”) (it being agreed that (i) disclosure of any item in any section or subsection of the Company Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure) and (ii) the exclusion with respect to the Company SEC Documents shall not apply to Section 3.03), the Company hereby represents and warrants to Purchaser as follows:

SECTION 3.01. Organization, Standing and Corporate Power; Subsidiaries . (a) Each of the Company and each of its Subsidiaries has been duly organized and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold, use and operate its properties, rights

and other assets and to carry on its business as currently conducted, except where the failure to have such governmental licenses, permits, authorizations or approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its assets, properties or the conduct of its business makes such qualification, licensing or good standing necessary, other than where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

(b) Section 3.01(b) of the Company Disclosure Letter lists, as of the date of this Agreement, each of the Company’s “significant subsidiaries”, as such term is defined in Section 1-02(w) of Regulation S-X under the Exchange Act. All the issued and outstanding Equity Securities of each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights and are owned of record and beneficially, directly or indirectly, by the Company, free and clear of all pledges, liens, charges, encumbrances or security interests of any kind or nature whatsoever (collectively, “ Liens ”) (other than Permitted Liens), and free of any restriction on the right to vote, sell, transfer or otherwise dispose of such Equity Securities other than any transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States. Except for the Subsidiaries of the Company, neither the Company nor any of its Subsidiaries owns, directly or indirectly, as of the date of this Agreement, any Equity Securities or Convertible Securities of any person.

SECTION 3.02. Charter and Bylaws . The Company has made available to Purchaser, prior to the date of this Agreement, complete and accurate copies of the amended and restated certificate of incorporation of the Company (the “ Company Charter ”) and the amended and restated bylaws of the Company (the “ Company Bylaws ”), and the comparable organizational documents of each Subsidiary of the Company, in each case as amended to the date of this Agreement. Each of the Company Charter and Company Bylaws and each of the organizational documents of each Subsidiary of the Company is in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions and no other organizational documents are applicable to or binding upon the Company or any Subsidiary of the Company.

SECTION 3.03. Capitalization . (a) The authorized capital stock of the Company consists of 300,000,000 Company Common Shares and 500,000 shares of preferred stock, no par value (the “ Company Preferred Shares ”, and together with the Company Common Shares, the “ Company Shares ”). All of the outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable. At the close of business on December 15, 2011 (the “ Capitalization Date ”):

(i) 103,920,798 Company Common Shares were issued and outstanding and there were no Company Common Shares held by the Company in its treasury;

(ii) 7,001,586.26 Company Common Shares were reserved and available for issuance pursuant to outstanding Company Stock Options and Company Awards issued pursuant to the Company Stock Incentive Plan; Section 3.03(a) of the Company Disclosure Letter contains a correct and complete list as of December 15, 2011 of outstanding Company Stock Options and Company Awards under the Company Stock Incentive Plan, including the holder to whom the applicable security was issued, date of grant, type of award, vesting schedule, number of Company Common Shares, the expiration date of such award (if applicable) and, where applicable, exercise or reference price per Company Common Share.

(iii) 2,242,237 Company Common Shares were reserved for the grant of additional awards under the Company Stock Incentive Plan; and

(iv) no Company Preferred Shares were issued or outstanding or were held by the Company in its treasury.

(b) Except as set forth above in Section 3.03(a) or as may otherwise be permitted under Section 5.01(k)(ix), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, derivative contracts, forward sale contracts, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue, sell or deliver, or cause to be issued, sold or delivered, or to issue, grant, extend or enter into any such option, warrant, right, agreement, call, derivative contract, forward sale contract or commitment, or obligating the Company to make any payment based on or resulting from the value or price of the Company Common Shares or of any such option, warrant, right, agreement, call, derivative contract, forward sale contract or commitment, any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. At the close of business on the Capitalization Date, (i) no Company Common Shares were owned by any Subsidiary of the Company and (ii) there were no outstanding stock options, stock appreciation rights, “phantom” stock rights, performance units, rights to receive Company Common Shares or any other Equity Securities of the Company on a deferred basis or other rights that are linked to the value of the Company Common Shares or any other Equity Securities of the Company (collectively, “ Company Stock-Based Awards ”) other than those Company Stock-Based Awards specified in Section 3.03(a). All outstanding Company Common Shares are, and all Company Common Shares which may be issued pursuant to any Company Stock-Based Awards will be, when issued in accordance with the terms

thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exercisable or exchangeable for, securities of the Company having the right to vote) with the stockholders of the Company on any matters. Except as set forth above in Section 3.03(a) and for Company Common Shares issuable pursuant to the Company Stock Incentive Plan or as may otherwise be permitted under Section 5.01(a), (x) there are not issued, reserved for issuance or outstanding (A) any Equity Securities of the Company or any of its Subsidiaries, (B) any Convertible Securities of the Company or any of its Subsidiaries, (C) any obligations of the Company or any of its Subsidiaries to issue any Equity Securities or Convertible Securities or (D) any Company Stock-Based Awards, and (y) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities or Convertible Securities of the Company or any of its Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither the Company nor any of its Subsidiaries is a party to any voting Contract with respect to the voting of any such securities.

(c) The Company does not own, directly or indirectly, any voting interest in any person that would require an additional filing by Purchaser under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the rules and regulations thereunder the “ HSR Act ”) in connection with this Agreement or the Merger.

SECTION 3.04. Authority . The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject only to receipt of the Company Stockholder Approval, to perform and comply with its obligations hereunder and consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger, Subsequent Mergers and the other transactions contemplated hereby have been duly authorized and approved by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize and adopt the execution, delivery and performance by the Company of this Agreement or to consummate the Merger, Subsequent Mergers and the other transactions contemplated by this Agreement (other than obtaining the Company Stockholder Approval). This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The board of directors of the Company has unanimously, by resolutions duly adopted at a meeting duly called and held, (i) approved, and declared advisable, this Agreement, the Merger, the Subsequent Mergers and the other transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement, (ii) determined that the terms of this Agreement, the Merger, the Subsequent Mergers and the other transactions contemplated hereby are fair to, and in the best interests of, the Company and its stockholders, (iii) directed that the Company

submit this Agreement to its stockholders for adoption by them as promptly as practicable and (iv) recommended that the stockholders of the Company adopt this Agreement at the Company Stockholders Meeting (the “ Company Board Recommendation ”), which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way.

SECTION 3.05. No Conflict; Required Filings and Consents . (a) The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder will not, conflict with, constitute or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in a, termination (or right of termination), first offer, first refusal, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, rights or other assets of the Company or any of its Subsidiaries under, (i) the Company Charter or the Company Bylaws, (ii) the organizational documents of, or stockholder agreement relating to, any of the Company’s Subsidiaries, (iii) any loan, credit agreement, bond, debenture, note, mortgage, indenture, lease, supply agreement, license agreement, development agreement or other contract, agreement, obligation, commitment or instrument (each, including all amendments thereto, a “ Contract ”) to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties, rights or other assets is bound or subject or (iv) assuming the Company Stockholder Approval and the consents, approvals, filings and other matters referred to in Section 3.05(b) are duly obtained or made, any Law or Order applicable to the Company, any of its Subsidiaries or their respective properties, rights or other assets, other than, in the case of clause (iii) only, any such conflicts, violations, breaches, defaults, rights, terminations, modifications, cancellations or accelerations, losses or creations of any Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, neither the Company nor any of its Subsidiaries is a party to (x) any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other hedging arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements) or any confirmation executed in connection with any such agreement or arrangement or (y) any other agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

(b) The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement by the Company do not and will not require

any consent, approval, order, authorization or permit of, action by, filing or registration with or notification to, any governmental, quasi-governmental or regulatory authority, body, department, commission, board, bureau, agency, division, court, organized securities exchange or other legislative, executive or judicial governmental entity or instrumentality, whether foreign or domestic, of any country, nation, republic, federation or similar entity or any state, county, parish or municipality, jurisdiction or other political subdivision thereof (each, a “ Governmental Entity ,”) except for (i) the joint proxy statement and prospectus to be sent to the respective stockholders of the Company and Purchaser in connection with the Company Stockholders Meeting and the Purchaser Stockholders Meeting, respectively (such prospectus and proxy statement, as it may be amended or supplemented from time to time, the “ Joint Proxy Statement/Prospectus ”), (ii) (A) the filing of a Notification and Report Form by the Company pursuant to the HSR Act, (B) the filing of a Notification pursuant to Part IX of the Competition Act (Canada) (“ Competition Act ”) and (C) the receipt, expiration or termination, as applicable, of approvals or waiting periods required under the HSR Act and the Competition Act, (iii) the applicable requirements of the Securities Act, the Exchange Act and state securities, takeover and “blue sky” Laws, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in respect of the Merger, (v) the filing of a certificate of merger with the Secretary of State of the State of Delaware in respect of the Subsequent Mergers, (vi) any notice pursuant to the rules and regulations of the NYSE and (vii) such other consents, approvals, Orders, permits, franchises, waivers, licenses of (“ Consents ”) or notifications, registrations, declarations, notices, reports, submissions and other filings (“ Filings ”) which have not had and, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or to materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of the Merger, the Subsequent Mergers or any of the other transactions contemplated hereby.

SECTION 3.06. Company SEC Documents; Financial Statements; No Undisclosed Liabilities . (a) Each of the Company and each of its Subsidiaries has filed or furnished, as applicable, on a timely basis, all reports, schedules, forms, statements, certifications and other documents (including prospectuses and registration, proxy and other statements and all exhibits and other information incorporated therein) with or to, as applicable, the SEC that were required to be so filed or furnished by the Company or any of its Subsidiaries, as applicable, since December 31, 2009 (such documents, together with any documents so filed or furnished during such period by the Company or any of its Subsidiaries on a voluntary basis on Current Reports on Form 8-K, the “ Company SEC Documents ”). Each of the Company SEC Documents (as amended, if applicable) complied or, in the case of Company SEC Documents filed or furnished after the date of this Agreement, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (including the rules and regulations promulgated thereunder, “ SOX ”) on the date it was or, in the case of any Company SEC Document furnished or filed after the date of this Agreement, will be so filed with, or furnished to, the SEC. None of the Company SEC Documents (as amended, if applicable), when it was or, in the case of any Company SEC Document

furnished or filed after the date of this Agreement, will be so filed with, or furnished to, the SEC, contained, or will contain, as applicable, any untrue statement of a material fact or omitted or will omit, as applicable, to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act.

(b) Each of the consolidated financial statements of the Company included in or incorporated by reference into the Company SEC Documents (including the related notes and schedules) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents or, in the case of Company SEC Documents filed or furnished after the date of this Agreement, will fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ (deficit) equity and comprehensive income (loss) and consolidated statements of cash flows of the Company included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) fairly presents or, in the case of Company SEC Documents filed or furnished after the date of this Agreement, will fairly present the consolidated results of operations, retained earnings (loss) and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), and each of the foregoing financial statements were prepared or, in the case of Company SEC Documents filed or furnished after the date of this Agreement, will be prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”) applied on a consistent basis, except as may be noted therein.

(c) Neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise, whether known or unknown) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet (or the related notes and schedules thereto) of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as reflected, reserved for or disclosed in the most recent balance sheet of the Company included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011, as filed with the SEC prior to the date of this Agreement, (ii) as incurred in the ordinary course of business consistent with past practice since September 30, 2011, (iii) incurred in connection with the transactions expressly contemplated by this Agreement or as expressly permitted by this Agreement or (iv) that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or has any written or, to the Knowledge of the Company, other binding

commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Documents.

(d) The Company is and has been at all times since December 31, 2010 in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. Since December 31, 2009, each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are complete, true and accurate. To the Knowledge of the Company, there are no facts or circumstances that would prevent its principal executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to SOX, without qualification, when next due. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Affiliates has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.

(e) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its consolidated Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its consolidated Subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its

consolidated Subsidiaries, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its consolidated Subsidiaries that could have a material effect on its financial statements. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company’s board of directors (A) all significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of the Company’s board of directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Purchaser (i) a summary of any such disclosure made by management to the Company’s auditors and audit committee since December 31, 2010 and (ii) any communication since December 31, 2010 made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board.

(f) Since December 31, 2010, no material written complaints or, to the Company’s Knowledge, material oral complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material written concerns or, to the Company’s Knowledge, material oral concerns from employees of the Company and its consolidated Subsidiaries regarding questionable accounting or auditing matters, have been received by the Company. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of directors or the board of directors pursuant to the rules adopted pursuant to Section 307 of SOX or any Company policy contemplating such reporting, including in instances not required by those rules.

SECTION 3.07. Absence of Certain Changes or Events . Since December 31, 2010 through and including the date hereof, (i) there has not been any change in the business, financial condition or results of operation of the Company and its Subsidiaries, taken as a whole, or any other change, event, effect, development, state of facts, condition, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect and (ii)(A) except in connection with the discussions and negotiations leading to the execution of this Agreement, each of the Company and each of its Subsidiaries has conducted its business in the ordinary course consistent with past practice and (B) neither the Company nor any of its Subsidiaries has taken any action which, if taken after the date of this Agreement, would require the consent of Purchaser under Section 5.01(a) through (d), (f), (l) or (n).

SECTION 3.08. Litigation . As of the date hereof, except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (a) there are no actions, suits, claims, allegations, hearings, proceedings, arbitrations, mediations, audits, inquiries or investigations (whether civil, criminal, administrative or otherwise) (collectively, “ Actions ”) pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries, (b) neither the Company nor any of its Subsidiaries nor any of their respective properties, rights or assets is subject to, or bound by, any Order and (c) there are no inquiries or investigations by the SEC or any other Governmental Entity or any whistle-blower complaints pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries.

SECTION 3.09. Material Contracts . (a) Set forth in Section 3.09(a) of the Company Disclosure Letter is a list, as of the date hereof, of (i) each Contract that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC if such report was filed by the Company with the SEC on the date hereof, and (ii) each of the following to which the Company or any of its Subsidiaries is a party or any of them or their respective assets or properties are otherwise bound: a Contract (A) that materially limits or purports to materially limit, curtail or restrict either the type of business in which the Company or any of its Subsidiaries (or, after giving effect to the Merger and the Subsequent Mergers, Purchaser or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business or to hire or solicit for hire for employment any individual or group, (B) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing indebtedness in excess of $5,000,000 or that becomes due and payable upon, or provides a right of termination or acceleration as a result of, the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated hereby; (C) that, individually or together with related Contracts, provides for any acquisition, disposition, lease, license, use, distribution or outsourcing, after the date of this Agreement, of assets, services, rights or properties with a value or requiring annual fees in excess of $5,000,000, in each case other than in the ordinary course of business consistent with past practice, or that is otherwise material to the business of the Company or any of its Subsidiaries; (D) that is a collective bargaining agreement; (E) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $1,000,000 in any twelve-month period, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of 60 days or less other than any such Contract entered into in the ordinary course of business consistent with past practice; (F) that (1) includes an indemnification obligation of the Company or any of its Subsidiaries with a maximum potential liability in excess of $1,000,000, other than indemnification arrangements arising pursuant to Contracts that are entered into in the ordinary course of business consistent with past practice, or (2) provides for, to the Company’s Knowledge, indemnification to the other party for such other party’s own negligence, gross negligence or willful misconduct; (G) that involves Intellectual Property that is material to the Company and its

Subsidiaries, taken as a whole, and pursuant to which the Company and/or its Subsidiaries licenses Company Intellectual Property (1) to its customers on an exclusive basis or (2) to any other person not in the ordinary course of business consistent with past practice; (H) any Contract that provides for any standstill, most favored nation provision or equivalent preferential pricing terms, exclusivity or similar obligations to which the Company or any of its Subsidiaries is subject or a beneficiary thereof, which is material to the Company or any of its Subsidiaries, taken as a whole (or, following the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated hereby, would be material to Purchaser or any of its Subsidiaries); (I) any Contract for any joint venture, partnership or similar arrangement; or (J) any other Contract that would, or would reasonably be expected to, individually, prevent, materially delay or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement. Each such contract described in clause (i) and clauses (ii)(A) through (ii)(J) and together with all Contracts filed as exhibits to the Company SEC Documents (in each case, other than any Company Plan), is referred to herein as a “ Material Contract .”

(b) (i) Each Material Contract is, and immediately after the consummation of the transactions contemplated by this Agreement will be, a valid and binding obligation of the Company and its Subsidiaries (to the extent they are parties thereto or bound thereby) enforceable against them and, to the Company’s Knowledge, each other party thereto, in accordance with its terms and is in full force and effect, in each case in all material respects (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles), and each of the Company and each of its Subsidiaries (to the extent they are party thereto or bound thereby) and, to the Company’s Knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Material Contract, and (ii) each of the Company and each of its Subsidiaries has performed in all material respects all obligations required to be performed by it under each Material Contract and it is not (with or without notice, lapse of time or both) in breach or default of any of its material obligations thereunder and, to the Knowledge of the Company, no other party to any Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, and neither the Company nor any of its Subsidiaries has received written notice from the other party to any Material Contract of any intention to cancel, terminate, change the scope of rights and obligations under or not to renew such Material Contract.

SECTION 3.10. Permits; Compliance with Laws . (a) The Company and each of its Subsidiaries have in effect all approvals, authorizations, registrations, certifications, filings, franchises, licenses, consents, variances, exemptions, orders, notices and permits of, with or provided by all Governmental Entities and third parties necessary for it to own, lease or operate its properties, rights and other assets and to carry on its business and operations as currently conducted (collectively, “ Permits ”), except where the failure to have any of such Permits, individually or in the aggregate, has not had and would not

reasonably be expected to have a Material Adverse Effect. No default under, or violation of, any such Permit has occurred, except for any such default or violation that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement, in and of themselves, would not cause, and to the Company’s Knowledge there has not been threatened in writing, any revocation, modification, cancellation or transfer of any such Permit that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, since December 31, 2009, (i) each of the Company and its Subsidiaries is and has been in compliance with all Laws and Orders applicable to it, its properties, rights or other assets or its businesses or operations, (ii) neither the Company nor any of its Subsidiaries has received any written communication from a Governmental Entity that alleges that the Company nor any of its Subsidiaries is not in compliance with any Law and (iii) to the Company’s Knowledge, as of the date hereof, none of the officers, directors, or agents (in their capacity as such) of the Company or any of its Subsidiaries is or has been in violation of any Law applicable to its properties, rights or other assets or its businesses or operations relating to (A) the use of corporate funds for political activity or for the purpose of obtaining or retaining business, (B) payments to government officials from corporate funds, or (C) bribes, rebates, payoffs, influence payments, kickbacks or the provision of similar benefits.

(c) The Company and its Subsidiaries (i) are in compliance and have been in compliance in all material respects with the United States Foreign Corrupt Practices Act (the “ Foreign Corrupt Practices Act ”) and any other United States or foreign Laws concerning corrupt payments; and (ii) between January 1, 2009 and the date of this Agreement, the Company has not been investigated by any Governmental Entity with respect to, or given notice by a Governmental Entity of, any violation by the Company or any of its Subsidiaries of the Foreign Corrupt Practices Act or any other United States or foreign Laws concerning corrupt payments.

SECTION 3.11. Environmental Matters . (a) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect: (i) the Company and its Subsidiaries have been in compliance with all applicable Environmental Laws since January 1, 2007, (ii) there have been no Releases of Hazardous Materials and Hazardous Materials are not otherwise present in, on, under, from or affecting any properties or facilities currently or, to the Knowledge of the Company, formerly owned, leased or operated by the Company, any of its Subsidiaries or any predecessor of any of them under circumstances that would reasonably be expected to result in any claims or liabilities affecting the Company or any of its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other person whose conduct could result in liability to

the Company or any of its Subsidiaries, has Released, placed or disposed of any Hazardous Materials at any other location under circumstances that would reasonably be expected to result in any claims or liabilities affecting the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any predecessor of any of them is subject to Order of or with any Governmental Entity or any indemnity or other Contract obligation with any other person relating to obligations or liabilities under Environmental Laws or concerning Hazardous Materials; (v) neither the Company nor any of its Subsidiaries has received any written claim, notice or complaint, or, to the Knowledge of the Company, is subject to any proceeding or, investigation, relating to or alleging noncompliance with or liability under Environmental Laws, and no such matter has been threatened to the Knowledge of the Company; (vi) to the Knowledge of the Company, there are no other circumstances or conditions involving the Company or any of its Subsidiaries that would reasonably be expected to result in any claim, liability, investigation, cost or non-statutory restriction on the ownership, use, or transfer of any property pursuant to any Environmental Law; and (vii) the Company has made available to Purchaser copies of all environmental reports, studies, assessments, sampling data, analyses, memoranda and other written environmental documentation in its possession as of the date hereof relating to the Company or any of its Subsidiaries or their respective current or former properties, facilities or operations.

(b) For the purposes of this Agreement, the following terms shall have the meanings assigned below:

(i) “ Environmental Laws ” means any federal, state, local or foreign statute, Law or Order relating to: (A) the protection, investigation or restoration of the environment, natural resources or health and safety as it relates to any Hazardous Material, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Materials or (C) noise, odor, indoor air, employee exposure, wetlands, pollution, contamination or any injury or threat of injury to persons or property relating to any Hazardous Material.

(ii) “ Hazardous Materials ” means (A) petroleum, petroleum products and by-products, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, mold, greenhouse gasses, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances and (B) any other chemical, material, substance, waste, pollutant or contaminant that would reasonably be expected to result in liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law.

(iii) “ Release ” means any spilling, leaking, pumping, pouring, emitting, placing, emptying, discharging, injecting, escaping, leaching, dumping, disposing or arranging for disposal or migrating into or through the environment or any natural or man-made structure.

SECTION 3.12. Labor Relations and Other Employment Matters .

(a) As of the date of hereof, (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or like organization, (ii) to the Knowledge of the Company, there are no activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization, (iii) there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, work stoppage, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity, (iv) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council, (v) to the Knowledge of the Company, there is no material unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority, and (vi) there is no pending or, to the Knowledge of the Company, threatened material grievance, charge, complaint, audit or investigation by or before any Governmental Entity with respect to any current or former employees of the Company or any of its Subsidiaries.

(b) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (i) the Company and each of its Subsidiaries is in compliance with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity laws), terms and conditions of employment, workers’ compensation, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours and (ii) there are no proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company or any of its Subsidiaries in connection with the employment relationship.

(c) Neither the Company nor any of its Subsidiaries is materially delinquent in any payments to any of their respective employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for the Company or any of its Subsidiaries.

(d) Neither the Company nor any of its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder (the “ WARN Act ”) or any similar state or local Law that remains unsatisfied.

(e) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, no individual who has performed services for the Company or any of its Subsidiaries has been improperly excluded from participation in any Company Plan, and neither the Company nor any of its Subsidiaries has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt, or with respect to any employee leased from another employer. As of the date hereof, to the Knowledge of the Company, no current executive officer has given notice of termination of employment with the Company or any of its Subsidiaries.

SECTION 3.13. Employee Benefits . (a) “ Company Plans ” means each benefit or compensation plan, program, policy, practice, contract, agreement or other arrangement, covering current or former employees, directors or consultants of the Company or any of its Subsidiaries, including “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), employment, retirement, severance or termination agreements, deferred compensation, stock option, stock purchase, stock appreciation rights, stock-based, incentive, bonus, supplemental retirement, profit sharing, insurance, medical, fringe or other benefits or remuneration of any kind, whether or not in writing and whether or not funded, in each case, under which any current or former director, officer, employee or consultant of the Company or its Subsidiaries has any right to benefits and which is sponsored, maintained or contributed to, or required to be maintained or contributed to, or with respect to which any potential liability is borne by the Company or any of its Subsidiaries. Section 3.13(a) of the Company Disclosure Letter sets forth an accurate and complete list of all material Company Plans. For purposes of the representations and warranties set forth in this Section 3.13, references to “Company Plan” shall not include any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “ Multiemployer Plan ”) or any “multiple employer plan” (within the meaning of Section 4063 or 4064 of ERISA) (a “ Multiple Employer Plan ”) to which the Company or any of its Subsidiaries or any of their respective ERISA Affiliates (as defined below) contributes.

(b) With respect to each material Company Plan, the Company has made available to Purchaser true, correct and complete copies of (1) all documents embodying such Company Plan, including all amendments thereto and all related trust documents, insurance contracts or other funding vehicles, (2) written descriptions of any Company Plans that are not set forth in a written document, (3) the most recent summary plan description together with the summary or summaries of material modifications thereto, if any, (4) the two most recent annual actuarial valuations, if any, (5) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service (“ IRS ”) with respect to any Company Plan and related trust intended to be qualified under Section 401(a) of the Code and any pending request for such a determination letter, (6) the two most recent annual report (Form 5500 or 990 series and all schedules and

financial statements attached thereto), if any, (7) all material correspondence to or from the IRS, the United States Department of Labor (“ DOL ”), the Pension Benefit Guaranty Corporation or any other Governmental Entity received in the last three years, including any filings under the IRS’ Employee Plans Compliance Resolution System Program or any of its predecessors or the DOL’s Delinquent Filer Program, if any, and (8) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests).

(c) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (i) each Company Plan (including any related trusts) has been established, operated and administered in compliance with its terms and applicable Laws, including ERISA and the Code and (ii) with respect to the Company Plans, no event has occurred and there exists no condition or set of circumstances in connection with which the Company or any of its Subsidiaries would reasonably expect to be subject to any liabilities (other than for liabilities with respect to routine benefit claims) under the terms of, or with respect to, such Company Plans, ERISA, the Code or any other applicable Law. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other person, has made any binding commitment to modify, change or terminate any Company Plan, other than with respect to a modification, change or termination required by ERISA, the Code, other applicable Law or as required or contemplated by this Agreement.

(d) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, each Company Plan that is maintained primarily for the benefit of employees outside of the United States (such plans hereinafter being referred to as “ Non-U.S. Company Plans ”) complies with applicable local Law, and all such plans that are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. As of the date hereof, there is no pending or, to the Knowledge of the Company, threatened material litigation relating to any Non-U.S. Company Plan.

(e) Each U.S. Company Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and to the Knowledge of the Company, there are no existing circumstances that would reasonably be expected to affect materially and adversely the qualified status of any such Company Plan.

(f) Neither the Company, any Company Plan nor, to the Knowledge of the Company, any trustee, administrator or other third-party fiduciary and/or party-in-interest thereof, has engaged in any breach of fiduciary responsibility or any “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) to which Section 406 of ERISA or Section 4975 of the Code applies and which would reasonably be expected to subject the Company, any ERISA Affiliate or any

Company Plan to any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code. For purposes of this Agreement, “ ERISA Affiliate ” means all employers (whether or not incorporated) that would be treated together with the Company or any of its Subsidiaries as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.

(g) All required material contributions in respect of any Company Plan, Multiemployer Plan or Multiple Employer Plan, as applicable, have been timely made or properly accrued on the financial statements included in or incorporated by reference into the Company SEC Documents.

(h) There are no loans by the Company or any of its Subsidiaries to any of their current or former employees, other than loans under any Company Plan intended to qualify under Section 401(k) of the Code and routine travel, relocation or business expense advances made in the ordinary course of business.

(i) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, each Company Plan that is subject to ERISA has prepared in good faith and timely filed all requisite governmental reports, which were true and correct as of the date filed, and has properly and timely filed and distributed or posted all notices and reports to all participants in such plan required to be filed, distributed or posted with respect to each such Company Plan.

(j) To the Knowledge of the Company, no material suit, administrative proceeding or action has been brought, or, to the Knowledge of the Company, is threatened in writing, against or with respect to any Company Plan, including any audit or inquiry by the IRS or the DOL (other than routine claims for benefits arising under such plans).

(k) No Company Plan is or has within the last six (6) years been subject to the minimum funding requirements of Section 412 of the Code or Title IV of ERISA, and none of the assets of the Company or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under Section 302 of ERISA or Section 412(n) of the Code. Neither the Company nor any of its Subsidiaries has or is expected to incur any material liability under subtitles C or D of Title IV of ERISA with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them or any ERISA Affiliate.

(l) Neither the Company nor any ERISA Affiliate maintains, sponsors, participates in or contributes to, or is obligated to contribute to, or otherwise has incurred any obligation or liability (including any contingent liability) under, any Multiemployer Plan. With respect to any Multiemployer Plan contributed to by the Company, any of its Subsidiaries or any ERISA Affiliate, (i) none of the Company, any

of its Subsidiaries nor any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (ii) a complete withdrawal from all such Multiemployer Plans by the Company and its Subsidiaries as of the date hereof would not reasonably be expected to have a Material Adverse Effect.

(m) Except as required by applicable Law or as would not be material, no Company Plan provides retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person, and none of the Company or any of its Subsidiaries has any obligation to provide such benefits.

(n) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries (i) are in compliance with (A) the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) or any state Law governing health care coverage extension or continuation, (B) the applicable requirements of the Family and Medical Leave Act of 1993 and the regulations thereunder, (C) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 (“ HIPAA ”), (D) the applicable requirements of the Patient Protection and Affordable Care Act and its companion bill, the Health Care and Education Reconciliation Act of 2010, and (E) the applicable requirements of the Cancer Rights Act of 1998 and (ii) have no unsatisfied obligations to any current or former employees or their qualified beneficiaries pursuant to COBRA, HIPAA or any other Law governing health care coverage extension or continuation.

(o) Except as set forth in this Agreement, neither the execution and delivery of this Agreement, stockholder approval of the Merger nor the consummation of the transactions contemplated hereby could, either alone or in combination with another event, (i) entitle any employee, director, officer or independent contractor of the Company or any of its Subsidiaries to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such employee, director, officer or independent contractor, (iii) directly or indirectly cause the Company to transfer or set aside any assets to fund any material benefits under any Company Plan, (iv) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any Company Plan on or following the Effective Time or (v) limit or restrict the right of Purchaser, the Company or its Subsidiaries, as applicable, to amend, terminate or otherwise discontinue any Company Plan.

(p) Neither the execution and delivery of this Agreement, stockholder approval of the Merger nor the consummation of the transactions contemplated hereby could, either alone or in combination with another event, (i) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code due to the imposition of the excise tax under Section 4999 of the Code on any payment to such disqualified individual or due to the failure of any payment to such disqualified individual to be deductible under of Section 280G of the Code or (ii) result in

the payment of any amount that would, individually or in combination with any other such payment, reasonably be construed to constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. The Company has made available to Purchaser any Section 280G calculations prepared (whether or not final) with respect to any disqualified individual in connection with the contemplated transaction.

(q) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, each Company Plan that is a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and the regulations thereunder, in each case, in all material respects. Neither the Company nor any Subsidiary has any obligation to gross up, indemnify or otherwise reimburse any individual for any interest or penalties incurred pursuant to Section 409A of the Code.

(r) Each grant of Company Stock-Based Awards was appropriately authorized by the board of directors of the Company or the compensation committee thereof, was made in accordance with the terms of the Company Stock Incentive Plan and any applicable Law and has a grant date identical to the date on which it was actually granted or awarded by the Company’s board of directors or the compensation committee thereof. No Company Stock-Based Award is intended to be an “incentive stock option” within the meaning of Section 422 of the Code. The per share exercise price of each Company Stock-Based Award, when applicable, was no less than the fair market value of a Company Common Share, as determined in good faith, on the appropriate date on which the related grant was by its terms to be effective.

SECTION 3.14. Taxes . (a) Each of the Company and its Subsidiaries has (i) timely filed all material Tax Returns required to be filed by any of them (taking into account applicable extensions) and all such Tax Returns were true, correct and complete in all material respects when filed, (ii) timely paid or accrued (in accordance with GAAP) all material Taxes for all tax periods required to be paid or accrued by any of them, and (iii) withheld from its employees, creditors or other third parties proper and accurate amounts in all material respects and, to the extent required to be paid, have timely paid to the appropriate authorities or set aside in an account for such purpose such amounts in compliance with all Tax withholding provisions (including income, social security and employment Tax withholding for all types of compensation).

(b) The Company has made available to Purchaser true and correct copies of the United States federal income Tax Returns filed by the Company and its Subsidiaries for each of the three prior fiscal years.

(c) There are no pending, and neither the Company nor any Subsidiary has received written notice of any, material federal, state, local or foreign Tax audits or examinations of the Company or any of its Subsidiaries. No material deficiency for any

Taxes has been proposed, asserted or assessed, in writing, against the Company or any Subsidiary that has not been resolved and paid in full or properly reflected in the Company SEC Documents.

(d) There are no outstanding waivers to extend the statutory period of limitations applicable to the assessment of any material Taxes or material Tax deficiencies against the Company or any of its Subsidiaries.

(e) Neither the Company nor any of its Subsidiaries is a party to any agreement providing for the allocation or sharing of any material Taxes except for any such agreement (i) entered into in the ordinary course of business and the principal subject of which is not Taxes or liability for Taxes, (ii) between the Company and any of its Subsidiaries or (iii) under which the inclusion of a Tax indemnification or allocation provision is customary or incidental to an agreement the primary nature of which is not tax sharing or indemnification.

(f) No material closing agreements, private letter rulings, technical advance memoranda or similar agreement or rulings have been entered into or issued by any Tax authority with respect to the Company or any of its Affiliates which are still in effect as of the date of this Agreement.

(g) There are no material Liens for Taxes upon the assets, properties or rights of the Company or any of its Subsidiaries that are not provided for in the Company SEC Documents, except Liens for Taxes not yet due and payable and Liens for Taxes that are being contested in good faith, which contest, if determined adversely to the Company, would not individually or in the aggregate have a Material Adverse Effect.

(h) Neither the Company nor any of its Subsidiaries has been a party to the distribution of stock of a “controlled corporation” as defined in Section 355(a) of the Code in a transaction intended to qualify under Section 355 of the Code within the past two years.

(i) Neither the Company nor any of its Subsidiaries has “participated” within the meaning of Treasury Regulation Section 1.6011-4(c)(3)(i)(A) in any “listed transaction” within the meaning of 6011 of the Code and the Treasury Regulations thereunder, as in effect and as amended by any guidance published by the IRS for the applicable period.

(j) Neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated United States federal income Tax Return (other than a group the common parent of which is the Company), or has any liability for Taxes of any person (other than the Company or its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local, or foreign tax law), as a transferee or successor, by contract or otherwise.

(k) For the purposes of this Agreement, the following terms shall have the meanings assigned below:

(i) “ Tax ” means any and all taxes, charges, fees, levies or other assessments, including income, gross receipts, excise, real or personal property, sales, withholding, social security, occupation, use, service, service use, value added, license, net worth, payroll, franchise, transfer and recording taxes, fees and charges, imposed by any taxing authority (whether domestic or foreign including any state, local or foreign government or any subdivision or taxing agency thereof (including a United States possession)), whether computed on a separate, consolidated, unitary, combined or any other basis; and such term shall include any interest, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, fees, levies or other assessments.

(ii) “ Tax Return ” means any report, return, document, declaration or other information or filing (including any attachments or schedules thereto and any amendments thereof) required to be supplied to any person, Governmental Entity or jurisdiction (foreign or domestic) with respect to Taxes.

SECTION 3.15. Properties . Section 3.15 of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries in fee simple that is material to the Company and its Subsidiaries, taken as a whole (collectively, the “ Owned Real Property ”) identifying the owner and address thereof. The Company or one of its Subsidiaries (i) has good, valid and marketable title to the Owned Real Property, (ii) has a valid leasehold or sublease interest or other comparable contract right in the real property that the Company or any of its Subsidiaries leases, subleases or otherwise occupies without owning (collectively, the “ Leases ”) that is material to the Company and its Subsidiaries, taken as a whole, (collectively, the “ Leased Real Property ” and together with the Owned Real Property, the “ Real Property ”) and (iii) has good, valid and marketable title to, or has a valid leasehold, sublease interest or other comparable contract right in, the other tangible assets and properties necessary to the conduct of the business as currently conducted, except as have been disposed of in the ordinary course of business, in each case (A) free and clear of all Liens except for Permitted Liens and (B) except for such failures to have such title or interests that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries has complied with the terms of all Leases, and all Leases are in full force and effect, except for such failures to comply or be in full force and effect that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.16. Intellectual Property . (a) Schedule 3.16(a) of the Company Disclosure Letter sets forth all material Intellectual Property owned or held exclusively by the Company or its Subsidiaries (“ Company Intellectual Property ”) that is

registered or subject to an application for registration, indicating for each item the registration or application number and the applicable filing jurisdiction, and (ii) all unregistered trademarks and copyrights that are material to the business of the Company and its Subsidiaries. Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, all of the Company Intellectual Property is subsisting and unexpired, has not been abandoned or cancelled, and is valid and enforceable.

(b) (i) The Company and its Subsidiaries own or have the right to use all the Intellectual Property necessary for the operation of their businesses as currently conducted, free and clear of all Liens except for Permitted Liens; (ii) the conduct of the businesses of the Company and its Subsidiaries and their use of the Company Intellectual Property has not, in each case, infringed, misappropriated or otherwise violated (collectively, “ Infringed ”) the Intellectual Property of any person in any material respect, and, to the Knowledge of the Company, no person has Infringed any Company Intellectual Property in any material respect; (iii) no Actions or Orders are asserted, pending or outstanding, or to the Company’s Knowledge, threatened (including “cease and desist” letters or invitations to take a patent license) against the Company or any of its Subsidiaries relating to Intellectual Property; (iv) to the Company’s Knowledge, no person (including current or former employees or contractors) has (or has alleged in writing to have) any ownership, rights, financial interest or other adverse claim in any Company Intellectual Property purportedly owned by the Company or its Subsidiaries; (v) the Company and its Subsidiaries take all reasonable efforts to maintain and protect the value, confidentiality, validity and exclusive ownership of their Company Intellectual Property in all material respects and have executed all necessary confidentiality agreements and Intellectual Property assignments (including with current and former employees and contractors) to ensure same; (vi) except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have not granted any licenses or other rights to third parties to use the Company Intellectual Property other than non-exclusive licenses granted in the ordinary course of business pursuant to standard terms; (vii) the IT Assets owned, used or held for use by the Company or any of its Subsidiaries operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company and its Subsidiaries in connection with their businesses; and (viii) except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have each implemented reasonable backup and disaster recovery technology consistent with customary industry practices.

(c) Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries (i) have each complied and currently complies with all Laws, applicable Contracts and their published, posted and internal privacy policies (the “ Privacy Policies ”) governing the collection, sharing and use of employee and consumer

information, including that which is personal, personally identifiable or subject to regulation or applicable Law (“ Personal Information ”), have not and, to the Knowledge of the Company, are not alleged to have breached or violated the Privacy Policies and will not violate the Privacy Policies by consummating the transactions hereby; and (ii) take all reasonable actions and enact all reasonable procedures consistent with common industry practices to protect the confidentiality, integrity, operation and security of their software, websites, systems and networks (and all Personal Information stored therein or transmitted thereby) (“ Systems ”) and to prevent or remedy their unauthorized use, access, interruption or modification, and have not suffered any attack on or violation of same.

(d) Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (i) no person other than Company employees or contractors pursuant to a valid and enforceable confidentiality agreement has any access to or possession of any source code or other trade secrets or confidential information owned by or exclusively licensed to the Company or its Subsidiaries or as to which the Company or any of its Subsidiaries is otherwise obligated to any other person to keep confidential, and (ii) the transactions contemplated hereby would not require the Company or any of its Subsidiaries to license, distribute or make available any source code (or other trade secrets or confidential information) for possession or use by any other person (including pursuant to any “open source” or similar license).

(e) “ Intellectual Property ” means all intellectual property, industrial property and proprietary rights, including (i) patents, inventions, discoveries, design rights and utility models; (ii) trademarks, service marks, trade names, trade dress, brand names, logos, tag lines, uniform resource locators, Internet domain names, corporate names and other source indicators, the goodwill of the business appurtenant thereto; (iii) copyrights and copyrightable works in any media (including software, website content, databases and documentation); (iv) trade secrets, know-how, business methods and processes, source code and other confidential information or materials; and (v) applications and registrations relating to any of the foregoing and any divisions, continuations, renewals, extensions or reissuances thereof, along with the rights to sue for and remedies against past, present and future infringements of, any or all of the foregoing, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide. For clarity, a general reference to “assets,” “rights” or “properties” in this Agreement includes “Intellectual Property.”

(f) “ IT Assets ” means computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment, and all associated documentation.

SECTION 3.17. Voting Requirements . The affirmative vote of holders of a majority of the outstanding Company Common Shares entitled to vote in favor of the adoption of this Agreement at the Company Stockholders Meeting or any adjournment or

postponement thereof (the “ Company Stockholder Approval ”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve and authorize the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement.

SECTION 3.18. Takeover Statutes . Assuming the truth and accuracy of the representations and warranties contained in Section 4.19, the board of directors of the Company has taken all actions necessary to render inapplicable to this Agreement and the transactions contemplated hereby all potentially applicable state anti-takeover statutes or regulations (including Section 203 of the DGCL) and all takeover-related provisions set forth in the Company Charter or the Company Bylaws. No other “business combination,” “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Laws (collectively, “ Takeover Laws ”) apply or purport to apply to this Agreement, the Merger or any other transactions contemplated by this Agreement.

SECTION 3.19. Information Supplied . None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (i) the Form S-4 to be filed with the SEC by Purchaser in connection with the Purchaser Share Issuance will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) the Joint Proxy Statement/Prospectus will, at the date the Joint Proxy Statement/Prospectus is first mailed to the respective stockholders of the Company and Purchaser and at the time of the Company Stockholders Meeting and the Purchaser Stockholders Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by or on behalf of Purchaser or any of its Representatives which is contained or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus.

SECTION 3.20. Brokers and Other Advisors . No broker, investment banker, financial advisor or other person (other than Barclays Capital, Deutsche Bank and Goldman Sachs & Co.) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has delivered to Purchaser complete and accurate copies of all Contracts under which any such fees or expenses are payable and all indemnification and other Contracts related to the engagement of the persons to whom such fees are payable.

SECTION 3.21. Opinions of Financial Advisors . The Company has received the opinion of Barclays Capital and the opinion of Goldman Sachs & Co., in each case

dated as of the date of this Agreement, to the effect that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of Company Common Shares. The Company will promptly following the date hereof provide a copy of such opinion(s) to Purchaser for informational purposes.

SECTION 3.22. Affiliate Transactions . Except as disclosed in the Company SEC Documents, there are no Contracts between the Company and its Subsidiaries, on the one hand, and the Company’s Affiliates (other than Subsidiaries of the Company), on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC.

SECTION 3.23. Insurance . All material property, fire and casualty, general liability, managed care liability, employment practices liability, fiduciary liability, product liability, directors and officers liability, automotive, workers’ compensation and sprinkler and water damage insurance policies maintained by the Company and/or its Subsidiaries are with reputable insurance carriers, provide full and adequate coverage for all normal risks incident to the businesses of the Company and its Subsidiaries and their respective properties and assets, and are in character and amount at least equivalent to that carried by persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any failures to maintain such insurance policies that, individually or in the aggregate, have not had and would not reasonably be expected to result in a Material Adverse Effect. The consummation of the Merger, the Subsequent Mergers and the other transactions contemplated in this Agreement will not, in and of themselves, cause the revocation, cancellation or termination of any such insurance policy.

SECTION 3.24. Independent Investigation . The Company acknowledges and agrees that (a) except for the specific representations and warranties of Purchaser contained in this Agreement (subject to the Purchaser Disclosure Letter and the Purchaser SEC Reports in accordance with this Agreement), none of Purchaser, its Subsidiaries or any of its or their respective stockholders, controlling persons or Representatives makes or has made any representation or warranty, either express or implied, with respect to Purchaser or its Subsidiaries or their business, operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or operational metrics, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, certain “data rooms” maintained by Purchaser, supplemental information or other materials or information with respect to any of the above) or otherwise made available to the Company, its Subsidiaries or any of its or their respective stockholders, controlling persons or Representatives and (b) to the fullest extent permitted by applicable Law, none of Purchaser, its Subsidiaries or any of its or their respective stockholders, controlling persons or Representatives shall have any liability or responsibility whatsoever to the Company, its Subsidiaries or any of its or their respective

stockholders, controlling persons or Representatives on any basis (including in contract or tort, at law or in equity, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to the Company, its Subsidiaries or any of its or their respective stockholders, controlling persons or Representatives, except, solely with respect to Purchaser, as and only to the extent expressly set forth in this Agreement or for claims made by the Company against Purchaser for Fraud.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF

PURCHASER

Except as set forth in (a) the Purchaser SEC Documents filed with the SEC and made publicly available after December 31, 2010 and prior to the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent that they are forward-looking statements or cautionary, predictive or forward-looking in nature); provided, however , that the exception provided for in this clause (a) shall be applied with respect to a particular representation or warranty if, and only if, the nature and content of the applicable disclosure in any such document is reasonably specific as to the matters and items which are the subject of such representation or warranty; or (b) the corresponding sections or subsections of the disclosure letter delivered to the Company by Purchaser in connection with this Agreement (the “ Purchaser Disclosure Letter ”) (it being agreed that (i) disclosure of any item in any section or subsection of the Purchaser Disclosure Letter shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure) and (ii) the exclusion with respect to the Purchaser SEC Documents shall not apply to Section 4.03), Purchaser hereby represents and warrants to the Company as follows:

SECTION 4.01. Organization, Standing and Corporate Power . Each of Purchaser and each of its Subsidiaries has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold, use and operate its properties, rights and other assets and to carry on its business as currently conducted, except where the failure to have such governmental licenses, permits, authorizations or approvals or where the failure of a Subsidiary of Purchaser to be duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. Each of Purchaser and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its, assets, properties or conduct of its

business makes such qualification, licensing or good standing necessary, other than where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.

SECTION 4.02. Certificate of Incorporation and Bylaws . Purchaser has made available to the Company, prior to the date of this Agreement, complete and accurate copies of the Purchaser Charter and Purchaser Bylaws, in each case as amended to the date of this Agreement. The Purchaser Charter and Purchaser Bylaws are in full force and effect, Purchaser is not in violation of their respective terms and no other organizational documents are applicable to or binding Purchaser.

SECTION 4.03. Capitalization . The authorized capital stock of Purchaser consists of 500,000,000 Purchaser Common Shares and 5,000,000 shares of preferred stock, par value $0.01 per share (“ Purchaser Preferred Shares ”). At the close of business on December 14, 2011: (i) 62,875,636 Purchaser Common Shares were issued and outstanding (which number includes 0 Purchaser Common Shares held by Purchaser in its treasury); (ii) 2,807,712 Purchaser Common Shares were reserved and available for issuance pursuant to outstanding Purchaser stock options and awards under the Purchaser’s 1997 Stock Option Plan, 1998-2 Stock Option Plan, 2001 Comprehensive Stock Plan and 2010 Long Term Incentive Plan; and (iii) 17,454,892 Purchaser Common Shares were reserved and available for issuance pursuant to the conversion of convertible indebtedness of the Company or any of its Subsidiaries or Affiliates. All of the outstanding Purchaser Common Shares are, and all of the Purchaser Common Shares to be issued pursuant to the Merger will be when issued, duly authorized and validly issued, fully paid and nonassessable, free of preemptive rights and Liens. Except as set forth in this Section 4.03, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, derivative contracts, forward sale contracts, commitments or rights of any kind that obligate Purchaser or any of its Subsidiaries to issue, sell or deliver, or cause to be issued, sold or delivered, or to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating Purchaser to make any payment based on or resulting from the value or price of the Purchaser Common Shares or of any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, any shares of capital stock or other securities of Purchaser or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of Purchaser or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

SECTION 4.04. Authority . Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and, subject only to receipt of the Purchaser Stockholder Approval, to perform and comply with its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution,

delivery and performance of this Agreement by Purchaser and the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement have been duly authorized and approved by all necessary corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize and adopt the execution, delivery and performance by Purchaser of this Agreement or to consummate the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement (other than obtaining the Purchaser Stockholder Approval). This Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The board of directors of Purchaser has unanimously, by resolutions duly adopted at a meeting duly called and held, (i) approved, and declared advisable, this Agreement, the Merger, the Subsequent Mergers and the other transactions contemplated hereby, (ii) determined that the terms of this Agreement and the Merger, the Subsequent Mergers and the other transactions contemplated hereby are fair to, and in the best interests of, Purchaser and its stockholders, (iii) directed that Purchaser submit this Agreement, the Merger, the Subsequent Mergers and the issuance of Purchaser Common Shares in the Merger (the “ Purchaser Share Issuance ”) to the stockholders of Purchaser for their adoption and approval, respectively, as promptly as practicable following the date hereof and (iv) recommended that the stockholders of Purchaser adopt this Agreement and approve the Purchaser Share Issuance at the Purchaser Stockholders Meeting (the “ Purchaser Board Recommendation ”), which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way.

SECTION 4.05. No Conflict; Required Filings and Consents . (a) The execution, delivery and performance of this Agreement by Purchaser do not, and the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement (including the transactions contemplated by the Financing Commitment) by Purchaser will not, conflict with, constitute or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in a, termination (or right of termination), first offer, first refusal, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, rights or other assets of Purchaser any of its Subsidiaries under (i) the Purchaser Charter and Purchaser Bylaws, (ii) the organizational documents of, or stockholder agreement relating to, any of Purchaser’s Subsidiaries, (iii) any Contract to which Purchaser or any of its Subsidiaries is a party or by which any of them or any of their respective properties, rights or other assets is bound or subject, or (iv) assuming the Purchaser Stockholders Approval, the consents, approvals, filings and other matters referred to in Section 4.05(b) are duly obtained or made, any Law or Order applicable to Purchaser or any of its Subsidiaries or their respective properties, rights or other assets, other than, in the case of clause (iii), any such conflicts, violations, breaches, defaults, rights,

terminations, modifications, cancellations or accelerations, losses or creations of any Liens that, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.

(b) The execution, delivery and performance of this Agreement by Purchaser and the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement by Purchaser do not and will not require any consent, approval, order, authorization or permit of, action by, filing or registration, with or notification to, any Governmental Entity except for (i) the filing by Purchaser of the Form S-4 of which the Joint Proxy Statement/Prospectus is a part, (ii) (A) the filing of all required Notification and Report Forms by Purchaser pursuant to the HSR Act, (B) the filing of a Notification pursuant to Part IX of the Competition Act and (C) the receipt, expiration or termination, as applicable, of approvals or waiting periods required under the HSR Act and the Competition Act, (iii) the applicable requirements of the Securities Act, the Exchange Act and state securities, takeover and “blue sky” Laws, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in respect of the Merger, (v) the filing of a certificate of merger with the Secretary of State of the State of Delaware in respect of the Subsequent Mergers, (vi) notices pursuant to the rules and regulations of the NYSE, and (vii) such other Consents and Filings which if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect or to materially impair the ability of Purchaser to perform its obligations hereunder or prevent or materially delay the consummation of the Merger, the Subsequent Mergers or any of the other transactions contemplated hereby.

SECTION 4.06. Company SEC Documents; Financial Statements; No Undisclosed Liabilities . (a) Each of Purchaser and each of its Subsidiaries has filed or furnished, as applicable, on a timely basis, all reports, schedules, forms, statements, certifications and other documents (including prospectuses and registration, proxy and other statements and all exhibits and other information incorporated therein) with or to, as applicable, the SEC that were required to be so filed or furnished by Purchaser or any of its Subsidiaries, as applicable, since December 31, 2009 (such documents, together with any documents so filed or furnished during such period by Purchaser or any of its Subsidiaries on a voluntary basis on Current Reports on Form 8-K, the “ Purchaser SEC Documents ”). Each of the Purchaser SEC Documents (as amended, if applicable) complied or, in the case of Purchaser SEC Documents filed or furnished after the date of this Agreement, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and SOX on the date it was or, in the case of any Purchaser SEC Document furnished or filed after the date of this Agreement, will be so filed with, or furnished to, the SEC. None of the Purchaser SEC Documents (as amended, if applicable), when it was or, in the case of any Purchaser SEC Document furnished or filed after the date of this Agreement, will be so filed with, or furnished to, the SEC, contained, or will contain, as applicable, any untrue statement of a material fact or omitted or will omit, as applicable, to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Purchaser SEC Documents. None of Purchaser’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act.

(b) Each of the consolidated financial statements of Purchaser included in or incorporated by reference into the Purchaser SEC Documents (including the related notes and schedules) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents or, in the case of Purchaser SEC Documents filed or furnished after the date of this Agreement, will fairly present the consolidated financial position of Purchaser and its consolidated Subsidiaries as of its date and each of the consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ (deficit) equity and comprehensive income (loss) and consolidated statements of cash flows of Purchaser included in or incorporated by reference into Purchaser SEC Documents (including any related notes and schedules) fairly presents or, in the case of Purchaser SEC Documents filed or furnished after the date of this Agreement, will fairly present the consolidated results of operations, retained earnings (loss) and changes in financial position, as the case may be, of Purchaser and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), and each of the foregoing financial statements were prepared or, in the case of Purchaser SEC Documents filed or furnished after the date of this Agreement, will be prepared in accordance with GAAP applied on a consistent basis, except as may be noted therein.

(c) Neither Purchaser nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise, whether known or unknown) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet (or the related notes and schedules thereto) of Purchaser prepared in accordance with GAAP or the notes thereto, except liabilities (i) as reflected, reserved for or disclosed in the most recent balance sheet of Purchaser included in Purchaser’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011, as filed with the SEC prior to the date of this Agreement, (ii) as incurred in the ordinary course of business consistent with past practice since September 30, 2011, (iii) incurred in connection with the transactions expressly contemplated by this Agreement or as expressly permitted by this Agreement and (iv) that have not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. Neither Purchaser nor any of its Subsidiaries is a party to, or has any written or, to the Knowledge of Purchaser, other binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Purchaser and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet

arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Purchaser or any of its Subsidiaries in Purchaser’s or such Subsidiary’s published financial statements or other Purchaser SEC Documents.

(d) Purchaser is and has been at all times since December 31, 2010 in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. Since December 31, 2010, each of the principal executive officer of Purchaser and the principal financial officer of Purchaser (or each former principal executive officer of Purchaser and each former principal financial officer of Purchaser, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Purchaser SEC Documents, and the statements contained in such certifications are complete, true and accurate. To the Knowledge of Purchaser, as of the date hereof, there are no facts or circumstances that would prevent its principal executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to SOX, without qualification, when next due. Neither Purchaser nor any of its Affiliates has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.

(e) Purchaser maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information required to be disclosed by Purchaser is recorded and reported on a timely basis to the individuals responsible for the preparation of Purchaser’s filings with the SEC and other public disclosure documents. Purchaser maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Purchaser and its consolidated Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Purchaser and its consolidated Subsidiaries are being made only in accordance with authorizations of management and directors of Purchaser and its consolidated Subsidiaries, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Purchaser and its consolidated Subsidiaries that could have a material effect on its financial statements. Purchaser has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Purchaser’s auditors and the audit committee of Purchaser’s board of directors (A) all significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Purchaser’s

ability to record, process, summarize and report financial information and has identified for Purchaser’s auditors and audit committee of Purchaser’s board of directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting. Purchaser has made available to the Company (i) a summary of any such disclosure made by management to Purchaser’s auditors and audit committee since December 31, 2010 and (ii) any communication since December 31, 2010 made by management or Purchaser’s auditors to the audit committee required or contemplated by listing standards of the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board.

(f) Since December 31, 2010, no material written complaints or, to Purchaser’s Knowledge, material oral complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material written concerns or, to Purchaser’s Knowledge, material oral concerns from employees of Purchaser and its consolidated Subsidiaries regarding questionable accounting or auditing matters, have been received by Purchaser. No attorney representing Purchaser or any of its Subsidiaries, whether or not employed by Purchaser or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Purchaser or any of its officers, directors, employees or agents to Purchaser’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of directors or the board of directors pursuant to the rules adopted pursuant to Section 307 of SOX or any Purchaser policy contemplating such reporting, including in instances not required by those rules.

SECTION 4.07. Absence of Certain Changes or Events . Since December 31, 2010 through and including the date hereof, (i) there has not been any change in the business, financial condition or results of operation of Purchaser and its Subsidiaries, taken as a whole, or any other change, event, effect, development, state of facts, condition, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect and (ii) neither Purchaser nor any of its Subsidiaries has taken any action which, if taken after the date of this Agreement, would require the consent of the Company under Section 5.02(a), (c), (d) or (e).

SECTION 4.08. Litigation . Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect, as of the date hereof there are no Actions pending or, to the Knowledge of Purchaser, threatened against Purchaser that seek to enjoin, or would reasonably be expected to have the effect of preventing, making illegal, or otherwise interfering with, the Merger, the Subsequent Mergers or the other transactions contemplated hereby.

SECTION 4.09. Compliance with Laws . Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect, since December 31, 2009, (i) each of Purchaser and its Subsidiaries is and has been in compliance with all Laws and Orders applicable to it, its properties, rights or other assets or its businesses or operations, (ii) neither Purchaser nor any of its Subsidiaries has received any written communication from a Governmental Entity that alleges that Purchaser or any of its Subsidiaries is not in compliance with any Law and (iii) to Purchaser’s Knowledge, as of the date hereof, none of the officers, directors, or agents (in their capacity as such) of Purchaser or any of its Subsidiaries is or has been in violation of any Law applicable to its properties, rights or other assets or its businesses or operations relating to (A) the use of corporate funds for political activity or for the purpose of obtaining or retaining business, (B) payments to government officials from corporate funds, or (C) bribes, rebates, payoffs, influence payments, kickbacks or the provision of similar benefits.

SECTION 4.10. Environmental Matters . Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect: (i) Purchaser and its Subsidiaries have been in compliance with all applicable Environmental Laws since January 1, 2007, (ii) there have been no Releases of Hazardous Materials and Hazardous Materials are not otherwise present in, on, under, from or affecting any properties or facilities currently or, to the Knowledge of Purchaser, formerly owned, leased or operated by Purchaser, any of its Subsidiaries or any predecessor of any of them under circumstances that would reasonably be expected to result in any claims or liabilities affecting Purchaser or any of its Subsidiaries; (iii) neither Purchaser nor any of its Subsidiaries nor, to the Knowledge of Purchaser, any other person whose conduct could result in liability to Purchaser or any of its Subsidiaries, has Released, placed or disposed of any Hazardous Materials at any other location under circumstances that would reasonably be expected to result in any claims or liabilities affecting Purchaser or any of its Subsidiaries; (iv) neither Purchaser nor any of its Subsidiaries nor, to the Knowledge of Purchaser, any predecessor of any of them is subject to Order of or with any Governmental Entity or any indemnity or other Contract obligation with any other person relating to obligations or liabilities under Environmental Laws or concerning Hazardous Materials; (v) neither Purchaser nor any of its Subsidiaries has received any written claim, notice or complaint, or, to the Knowledge of Purchaser, is subject to any proceeding or, investigation, relating to or alleging noncompliance with or liability under Environmental Laws, and no such matter has been threatened to the Knowledge of Purchaser; (vi) to the Knowledge of Purchaser, there are no other circumstances or conditions involving Purchaser or any of its Subsidiaries that would reasonably be expected to result in any claim, liability, investigation, cost or non-statutory restriction on the ownership, use, or transfer of any property pursuant to any Environmental Law; and (vii) Purchaser has made available to the Company copies of all environmental reports, studies, assessments, sampling data, analyses, memoranda and other written environmental documentation in its possession as of the date hereof relating to Purchaser or any of its Subsidiaries or their respective current or former properties, facilities or operations.

SECTION 4.11. Information Supplied . None of the information supplied or to be supplied by or on behalf of Purchaser or any of its Subsidiaries specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Proxy Statement/Prospectus will, at the date it is first mailed to the respective stockholders of the Company and Purchaser and at the time of the Company Stockholders Meeting and the Purchaser Stockholders Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Purchaser with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company, any of its Subsidiaries or any of their Representatives which is contained or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus.

SECTION 4.12. Financial Ability . Purchaser has delivered to the Company a true, complete and correct copy of the executed commitment letter, dated as of December 15, 2011 among Morgan Stanley Senior Funding, Inc., Bank of America, N.A., WF Investment Holdings, LLC, Wells Fargo Capital Finance, LLC and Purchaser (the “ Financing Commitment ”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “ Financing ”) for the purpose of funding the transactions contemplated by this Agreement. The Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. Except for fee letters and engagement letter relating to the Financing Commitment (collectively, the “ Fee Letters ”), complete copies of which have been provided to the Company with only fee amounts and certain economic terms (none of which would adversely affect the amount (other than in respect of upfront fees) or availability of the Financing if so exercised by the lenders party thereto) redacted, as of the date hereof, there are no other agreements, side letters or arrangements to which Purchaser is a party relating to the Financing Commitment that could affect the availability of the Financing. As of the date hereof, the Financing Commitment constitutes the legally valid and binding obligation of Purchaser and, to the Knowledge of the Purchaser, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). As of the date hereof, the Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Purchaser is not in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Article III and

performance by the Company of its obligations under this Agreement, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified Purchaser of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “flex” provisions), other than as expressly set forth in the Financing Commitment and the Fee Letters. Assuming the accuracy of the representations and warranties set forth in Section 3.03 and performance by the Company of its obligations under this Agreement, the aggregate proceeds to be disbursed pursuant to the definitive agreements contemplated by the Financing Commitment, in the aggregate and together with the available cash, cash equivalents and marketable securities of Purchaser and the Company, and available amounts under existing credit facilities, will be sufficient for Purchaser to pay the Cash Consideration and all related fees and expenses on the terms contemplated hereby. As of the date hereof, Purchaser has paid in full any and all commitment or other fees required by the Financing Commitments that are due as of the date hereof. As of the date hereof, Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to Purchaser on the Closing Date.

SECTION 4.13. Brokers . No broker, investment banker, financial advisor or other person (other than Morgan Stanley & Co. LLC and Centerview Partners LLC) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser.

SECTION 4.14. Voting Requirements . The affirmative vote of holders of a majority of the outstanding Purchaser Common Shares entitled to vote in favor of the adoption of this Agreement at the Purchaser Stockholders Meeting or any adjournment or postponement thereof and the affirmative vote of holders of a majority of the outstanding Purchaser Common Shares entitled to vote in favor of the approval of the Purchaser Share Issuance present in person or represented by proxy at the Purchaser Stockholders Meeting or any adjournment or postponement thereof (collectively, the “ Purchaser Stockholder Approval ”) are the only votes of the holders of any class or series of capital stock of Purchaser necessary to adopt this Agreement and approve and authorize the Purchaser Share Issuance, the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement.

SECTION 4.15. Taxes . (a) Each of Purchaser and its Subsidiaries has (i) timely filed all material Tax Returns required to be filed by any of them (taking into account applicable extensions) and all such Tax Returns were true, correct and complete in all material respects when filed, (ii) timely paid or accrued (in accordance with GAAP) all material Taxes for all tax periods required to be paid or accrued by any of them, and (iii) withheld from its employees, creditors or other third parties proper and accurate

amounts in all material respects and, to the extent required to be paid, have timely paid to the appropriate authorities or set aside in an account for such purpose such amounts in compliance with all Tax withholding provisions (including income, social security and employment Tax withholding for all types of compensation).

(b) Purchaser has made available to the Company true and correct copies of the United States federal income Tax Returns filed by Purchaser and its Subsidiaries for each of the three prior fiscal years.

(c) There are no pending, and neither Purchaser nor any Subsidiary has received written notice of any, material federal, state, local or foreign Tax audits or examinations of Purchaser or any of its Subsidiaries. No material deficiency for any Taxes has been proposed, asserted or assessed, in writing, against Purchaser or any Subsidiary that has not been resolved and paid in full or properly reflected in the Purchaser SEC Documents.

(d) There are no outstanding waivers to extend the statutory period of limitations applicable to the assessment of any material Taxes or material Tax deficiencies against Purchaser or any of its Subsidiaries.

(e) Neither Purchaser nor any of its Subsidiaries is a party to any agreement providing for the allocation or sharing of any material Taxes, except for such agreements entered into by Purchaser or its Subsidiaries in the ordinary course of business consistent with past practice.

(f) No material closing agreements, private letter rulings, technical advance memoranda or similar agreement or rulings have been entered into or issued by any Tax authority with respect to Purchaser or any of its Affiliates which are still in effect as of the date of this Agreement.

(g) There are no material Liens for Taxes upon the assets, properties or rights of Purchaser or any of its Subsidiaries that are not provided for in the Purchaser SEC Documents, except Liens for Taxes not yet due and payable and Liens for Taxes that are being contested in good faith, which contest, if determined adversely to Purchaser, would not individually or in the aggregate have a Purchaser Material Adverse Effect.

(h) Neither Purchaser nor any of its Subsidiaries has been a party to the distribution of stock of a “controlled corporation” as defined in Section 355(a) of the Code in a transaction intended to qualify under Section 355 of the Code within the past two years.

(i) Neither Purchaser nor any of its Subsidiaries has “participated” within the meaning of Treasury Regulation Section 1.6011-4(c)(3)(i)(A) in any “listed transaction” within the meaning of 6011 of the Code and the Treasury Regulations thereunder, as in effect and as amended by any guidance published by the IRS for the applicable period.

(j) Neither Purchaser nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated United States federal income Tax Return (other than a group the common parent of which is Purchaser), or has any liability for Taxes of any person (other than Purchaser or its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local, or foreign tax law), as a transferee or successor, by contract or otherwise.

SECTION 4.16. Insurance . All material property, fire and casualty, general liability, managed care liability, employment practices liability, fiduciary liability, product liability, directors and officers liability, automotive, workers’ compensation and sprinkler and water damage insurance policies maintained by Purchaser and/or its Subsidiaries are with reputable insurance carriers, provide full and adequate coverage for all normal risks incident to the businesses of Purchaser and its Subsidiaries and their respective properties and assets, and are in character and amount at least equivalent to that carried by persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any failures to maintain such insurance policies that, individually or in the aggregate, have not had and would not reasonably be expected to result in a Purchaser Material Adverse Effect. The consummation of the Merger, the Subsequent Mergers and the other transactions contemplated in this Agreement will not, in and of themselves, cause the revocation, cancellation or termination of any such insurance policy.

SECTION 4.17. No Ownership of Company Common Shares . No Company Common Shares or securities that are convertible, exchangeable or exercisable into Company Common Shares are beneficially owned (directly or indirectly, beneficially or of record) by Purchaser or any of its Subsidiaries. Neither Purchaser nor any of its Subsidiaries holds any rights to acquire or vote any Company Common Shares except pursuant to this Agreement and the Voting Agreement. Before the action of the board of directors of the Company taken on December 15, 2011, neither Purchaser nor any of its Subsidiaries, alone or together with any other Person, was at any time, or became, an “interested stockholder” of the Company as defined in Section 203 of the DGCL, or has taken any action that would cause the restrictions on business combinations with interested stockholders set forth in Section 203 of the DGCL to be applicable to this Agreement, the Merger or any transactions contemplated by this Agreement.

SECTION 4.18. No Regulatory Impediment . Purchaser is not aware of any fact relating to its or any of its Subsidiaries’ or Affiliates’ respective businesses, operations, financial condition or legal status, including any officer’s, director’s or current employee’s status, that might reasonably be expected to impair the ability of the parties to this Agreement to obtain any Required Governmental Consent.

SECTION 4.19. Absence of Arrangements with Management . Other than this Agreement and the Voting Agreement, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Purchaser or any of its Subsidiaries, on the one hand, and any member of the Company’s management or board of directors, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Surviving Corporation after the Effective Time.

SECTION 4.20. Independent Investigation . Purchaser acknowledges and agrees that (a) except for the specific representations and warranties of the Company contained in this Agreement (subject to the Company Disclosure Letter and the Company SEC Reports in accordance with this Agreement), none of the Company, its Subsidiaries or any of its or their respective stockholders, controlling persons or Representatives makes or has made any representation or warranty, either express or implied, with respect to the Company, its Subsidiaries, or their business, operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or operational metrics, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, certain “data rooms” maintained by the Company, supplemental information or other materials or information with respect to any of the above) or otherwise made available to the Purchaser or any of its Subsidiaries or any of its or their respective stockholders, controlling persons or Representatives and (b) to the fullest extent permitted by applicable Law, none of the Company, its Subsidiaries or any of its or their respective stockholders, controlling persons or Representatives shall have any liability or responsibility whatsoever to Purchaser, its Subsidiaries or any of its or their respective stockholders or Representatives on any basis (including in contract or tort, at law or in equity, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to Purchaser, its Subsidiaries or any of its or their respective stockholders, controlling persons, Financing Sources or Representatives, except, solely with respect to the Company, as and only to the extent expressly set forth in this Agreement or for claims made by Purchaser against the Company for Fraud.

ARTICLE V

CONDUCT PENDING THE MERGER

SECTION 5.01. Conduct of Business of the Company Pending the Merger . During the period from the date of this Agreement until the Effective Time, except as set forth in Section 5.01 of the Company Disclosure Letter, as consented to in writing in advance by Purchaser, as otherwise expressly contemplated by this Agreement or to the extent required by applicable Law, the Company covenants and agrees that the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and use its reasonable best efforts to maintain its material rights, franchises, licenses, permits, approvals and other authorizations issued by Governmental Entities and to maintain its existing relationships

and goodwill with its employees, customers, suppliers, distributors, creditors, landlords and others having business dealings with it and Governmental Entities, in each case in all material respects. In furtherance and without limiting the generality of the foregoing, during the period from the date of this Agreement until the Effective Time, except as otherwise set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly contemplated by this Agreement or required by applicable Law, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed):

(a) (i) declare, set aside, pay or make any dividends or other distributions (whether in cash, stock, property or otherwise, or make any other actual, constructive or deemed distribution) on or in respect of any of its capital stock, other than dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to the Company or to another direct or indirect wholly owned Subsidiary of the Company or otherwise make payments to its stockholders in their capacity as such, (ii) split, combine, subdivide or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of its capital stock or any Convertible Securities, except for purchases, redemptions or other acquisitions of capital stock or other securities (A) required by the terms of the Company Stock Plans or (B) required by the terms of any plans, arrangements or Contracts existing on the date of this Agreement (or entered into after the date of this Agreement in accordance with this Section 5.01) between the Company or any of its Subsidiaries and any director or employee of the Company or any of its Subsidiaries (to the extent complete and accurate copies of which have been delivered to Purchaser prior to the date of this Agreement);

(b) issue, deliver, sell, grant, pledge, dispose of, transfer or otherwise encumber or subject to any Lien, or authorize the issuance, delivery, sale, grant, pledge, disposition, transfer, lease, encumbrance of or subjecting to any Lien, any Equity Securities or Convertible Securities of it or any of its Subsidiaries, or any “phantom” stock, “phantom” stock rights, stock option, stock purchase or appreciation rights or stock-based performance units relating to or permitting the purchase of any such Equity Securities or Convertible Securities, including pursuant to Contracts as in effect on the date of this Agreement, except for the issuance of Company Common Shares upon the exercise of Company Stock-Based Awards outstanding as of the date of this Agreement and in accordance with their terms and the Company Stock Plans in effect on the date of this Agreement or Company Stock-Based Awards granted after the date of this Agreement in accordance with Section 5.01(k)(ix);

(c) amend the Company Charter or Company Bylaws or other applicable governing instruments or documents or enter into or amend any joint venture agreement, stockholders agreement, voting agreement or other similar agreement relating to Equity Securities of the Company and its Subsidiaries;

(d) acquire by merger, consolidation, acquisition of stock or assets or otherwise, any Equity Securities, Convertible Securities, assets, properties or rights of any other person or form or enter into any partnership, joint venture, group (as defined under Rules 13d-3 and 13d-5 of the Exchange Act) or other joint business arrangement with any other person other than (i) acquisitions of inventory or equipment in the ordinary course of business consistent with past practice and (ii) any such acquisitions or transactions (x) that, individually or in the aggregate, would not reasonably be expected to materially reduce the value of the Company and its Subsidiaries, taken as a whole, to Purchaser or to prevent, delay, impede or otherwise adversely affect the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement and (y) pursuant to which the total value or purchase price paid or payable by the Company and its Subsidiaries would not exceed $5,000,000 individually;

(e) transfer, sell, lease, assign, license, grant, mortgage, pledge, subject to Liens, surrender, encumber, divest, cancel, abandon, allow to lapse, or otherwise transfer or dispose of, all or any part of its assets, licenses, operations, rights, businesses or properties or interests therein (including capital stock of the Company’s Subsidiaries and indebtedness of others held by the Company and its Subsidiaries), other than (i) sales, leases, licenses and rentals in the ordinary course of business consistent with past practice, (ii) dispositions disclosed in Section 5.01(e) of the Company Disclosure Letter and (iii) dispositions of used, worthless or obsolete inventory or equipment in the ordinary course of business consistent with past practice;

(f) (i) redeem, repurchase, prepay, defease, cancel, incur or otherwise acquire, or modify in any material respect the terms of, any indebtedness for borrowed money or assume, guarantee or endorse, or otherwise become responsible for, any such indebtedness of another person, issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, enter into any “keep well” or other Contract to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing (other than indebtedness for borrowed money under the credit facilities and other lines of credit set forth in Section 5.01(f) of the Company Disclosure Letter and any renewals, refinancings or extensions thereof that are effected on substantially the same terms and in principal amounts not in excess of such indebtedness), (ii) make any loans or advances to any person (other than advances in immaterial amounts made in the ordinary course of business consistent with past practice to employees of the Company and its Subsidiaries for reimbursement of expenses, including relocation expenses) or (iii) make any capital contributions or investments in any person other than to the Company or one of its direct or indirect wholly owned Subsidiaries;

(g) make or authorize any payment of, or accrual or commitment for, capital expenditures except in the ordinary course of business consistent with past practice;

(h) settle or compromise, or offer or propose to settle or compromise any Action other than (i) settlements or compromises of Actions where the amount paid (less the amount reserved for such matters by the Company) in settlement or compromise, in each case, does not exceed an amount set forth in Section 5.01(h)(i) of the Company Disclosure Letter or (ii) in the ordinary course of business consistent with past practice where the amount paid (less the amount reserved for such matters by the Company) in settlement or compromise does not exceed an amount set forth in Section 5.01(h)(ii) of the Company Disclosure Letter;

(i) other than in the ordinary course of business consistent with past practice, (i) enter into any Contract that if existing on the date of this Agreement would be a Material Contract, (ii) terminate, amend, supplement or modify in any material respect any Material Contract or rights or obligations thereunder or (iii) waive, release or cancel any material debts or waive, release, cancel, transfer or assign any material claims held by it under any Material Contract (other than the expiration or renewal of any Material Contract in accordance with its terms);

(j) enter into any joint venture, partnership or other similar arrangement with any person;

(k) except as required by applicable Law, any Company Plan or other Contract in existence as of the date hereof and except as expressly required or expressly permitted by this Agreement, (i) adopt, enter into, terminate, modify, amend or grant any waiver or consent (or communicate any intention to take such action) in respect of any Company Plan, except as otherwise permitted by this subsection (j) or elsewhere in this Agreement, or to avoid the imposition of any excise tax under Section 4999 of the Code or Tax under Section 409A of the Code, provided , however , that in the event of an action taken to avoid the imposition of any excise tax under Section 4999 of the Code or Tax under Section 409A of the Code, the Company and Purchaser shall reasonably consult and agree with any such action, (ii) increase in any manner the compensation, bonus, pension, welfare, fringe or other benefits of any of the current or former directors, officers, employees or consultants of the Company or its Subsidiaries, other than increases to any such individuals who are not directors or officers of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice that do not exceed 3% in the aggregate, (iii) enter into any new severance or termination pay arrangements with any Company Employee, (iv) remove any existing restrictions in any Company Plans or awards made thereunder, (v) take any action to fund or in any other way secure the payment of compensation or benefits (including in respect of Company Stock-Based Awards) under any Company Plan, (vi) take any action to accelerate the vesting or payment of any compensation or benefit (including in respect of Company Stock-Based Awards) under any Company Plan or awards made thereunder, (vii) except as required by any Company Plan as in effect as of the date of this Agreement, pay any amount or benefit (including in respect of Company Stock-Based Awards) not required by any Company Plan as in effect as of the date of this Agreement or in excess of the amount earned based on actual performance or legally required, (viii) grant any retention,

stay, transaction or similar bonuses, payments or rights to any Company Employee, (ix) grant any new awards under any Company Plan or (x) change any assumptions used to calculate funding or contribution obligations under any Company Plan, other than as required by GAAP;

(l) (i) except as required by GAAP, make any change in non-tax accounting methods, principles or practices, (ii) make or change any material Tax election, (iii) settle or compromise any material Tax liability, (iv) amend any material Tax return, (v) change any material method of Tax accounting, (vi) enter into any material closing agreement with respect to any Tax or (vii) surrender any right to claim a material Tax refund;

(m) enter into any Contract or transaction between the Company or any of its Subsidiaries, on the one hand, and any (i) officer or director of the Company or any of its Subsidiaries, (ii) affiliate or family member of any such officer, director or record or beneficial owner or (iii) record or beneficial owner of five percent or more of the voting securities of the Company, on the other hand, in each case of a type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act;

(n) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, restructuring, recapitalization or reorganization;

(o) enter into or otherwise become bound by any Contract containing non-compete or similar provisions that would restrict or limit, in any material respect, the ability of the Company or any of its Subsidiaries from conducting their business in any manner or in any geographical area from and after the Effective Time;

(p) fail to maintain in full force and effect insurance that, to the Company’s Knowledge, is customary in the industry and complies with applicable governmental regulations;

(q) enter into any new line of business, directly or indirectly;

(r) adopt, enter into, modify, amend or terminate any collective bargaining agreement, agreement with any works council or labor contract; or

(s) authorize any of, or commit, resolve, propose or agree to take any of, the foregoing actions.

SECTION 5.02. Conduct of Purchaser Pending the Merger . During the period from the date of this Agreement until the Effective Time, except as set forth in Section 5.02 of the Purchaser Disclosure Letter, as consented to in writing in advance by the Company, as otherwise expressly contemplated by this Agreement or as required by applicable Law, Purchaser covenants and agrees that Purchaser shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary and usual course

consistent with past practice and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers, employees and consultants and use its reasonable best efforts to maintain its material rights, franchises, licenses, permits, approvals and other authorizations issued by Governmental Entities and to maintain its existing relationships and goodwill with its employees, customers, suppliers, distributors, creditors, landlords and others having business dealings with it and Governmental Entities, in each case in all material respects. In furtherance and without limiting the generality of the foregoing, during the period from the date of this Agreement until the Effective Time, except as otherwise set forth in Section 5.02 of the Purchaser Disclosure Letter or as otherwise expressly contemplated by this Agreement or required by applicable Law, Purchaser shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed):

(a) (i) declare, set aside, pay or make any dividends or other distributions (whether in cash, stock, property or otherwise, or make any other actual, constructive or deemed distribution) on or in respect of any of its capital stock, other than dividends or distributions by a direct or indirect wholly owned Subsidiary of Purchaser to Purchaser or to another direct or indirect wholly owned Subsidiary of Purchaser or otherwise make payments to its stockholders in their capacity as such, (ii) split, combine, subdivide or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of its capital stock or any Convertible Securities, except for purchases, redemptions or other acquisitions of capital stock or other securities required by the terms of any plans, arrangements or Contracts existing on the date of this Agreement (or entered into after the date of this Agreement in accordance with this Section 5.02) between Purchaser or any of its Subsidiaries and any director or employee of Purchaser or any of its Subsidiaries (but expressly excluding, for the avoidance of doubt, the share repurchase announced by Purchaser on the date hereof, which shall not be commenced prior to the Closing Date);

(b) issue, deliver or sell any Equity Securities or Convertible Securities of it or any of its Subsidiaries at less than fair market value for such Equity Securities or Convertible Securities other than to directors or employees in the ordinary course;

(c) amend the Purchaser Charter or Purchaser Bylaws or other applicable governing instruments or documents (whether by merger, consolidation or otherwise) in a manner that would affect the holders of Company Common Shares adversely relative to other holders of Purchaser Common Shares;

(d) take or omit to take any action to cause the Purchaser Common Shares to cease to be eligible for listing on the NYSE;

(e) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, restructuring, recapitalization or reorganization;

(f) fail to maintain in full force and effect insurance that, to Purchaser’s Knowledge, is customary in the industry and complies with applicable governmental regulations;

(g) acquire or enter into any agreement to acquire (by merger, consolidation, acquisition of equity interests or assets, joint venture or otherwise) any business or any corporation, partnership, limited liability company, joint venture or other business organization or division thereof or otherwise enter into any agreement, if such acquisition or the entering into such agreement would reasonably be expected to cause the Required Governmental Consents not to be obtained prior to the Outside Date or materially delay the receipt of such Required Governmental Consents; or

(h) authorize any of, or commit, resolve, propose or agree to take any of, the foregoing actions.

SECTION 5.03. Advice of Changes . The Company and Purchaser shall each give prompt notice to the other party if any of the following occur after the date of this Agreement: (i) receipt of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided , however , that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunder.

ARTICLE VI

ADDITIONAL AGREEMENTS

SECTION 6.01. Stockholders Meetings . (a) The Company, acting through its board of directors and in accordance with applicable Law and the Company Charter and the Company Bylaws, shall (i) take all actions necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders solely for the purpose of seeking the Company Stockholder Approval (the “ Company Stockholders Meeting ”) as soon as reasonably practicable after the Form S-4 (as defined in Section 6.02) is declared effective, (ii) cause such vote to be taken and completed as soon as practicable and not postpone or adjourn such vote or Company Stockholders Meeting and (iii) except to the extent that a Company Adverse Recommendation Change has occurred in accordance with Section 6.04, use its reasonable best efforts to obtain the Company Stockholder Approval and include in the Joint Proxy Statement/Prospectus the Company Board Recommendation; provided , that the Company may postpone, recess or adjourn the Company Stockholders Meeting to a later date: (a) with the consent of Purchaser, (b) for the absence of a quorum, (c) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the board of directors of the Company has determined in good faith (after consultation with its outside legal counsel) is required under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s stockholders prior to the Company Stockholders Meeting or (d) if the Company has provided a written notice to Purchaser pursuant to Section 6.04(c) and the latest deadline contemplated by Section 6.04(c) with respect to such notice has not been reached. If the board of directors of the Company determines after the date of this Agreement that this Agreement is no longer advisable and either makes no recommendation or recommends that its stockholders do not adopt this Agreement, the Company shall nevertheless submit this Agreement to the holders of the Company Common Shares for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Company Stockholders Meeting.

(b) Purchaser, acting through its board of directors and in accordance with applicable Law and the Purchaser Charter and Purchaser Bylaws, shall (i) take all actions necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders solely for the purpose of seeking the Purchaser Stockholder Approval (the “ Purchaser Stockholders Meeting ”) as soon as reasonably practicable after the Form S-4 is declared effective, (ii) cause such votes to be taken and completed as soon as practicable and not postpone or adjourn such votes or Purchaser Stockholders Meeting and (iii) except to the extent that a Purchaser Adverse Recommendation Change has occurred in accordance with Section 6.05, use its reasonable best efforts to obtain the Purchaser Stockholder Approval and include in the Joint Proxy Statement/Prospectus the Purchaser Board Recommendation; provided , that Purchaser may postpone, recess or adjourn the Purchaser Stockholders Meeting to a later date: (a) with the consent of the Company, (b) for the absence of a quorum, or (c) to

allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the board of directors of Purchaser has determined in good faith (after consultation with its outside legal counsel) is required under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by Purchaser’s stockholders prior to the Purchaser Stockholders Meeting.

(c) The Company and the Purchaser shall cooperate to schedule and convene the Company Stockholders Meeting and the Purchaser Stockholders Meeting on the same date.

SECTION 6.02. Form S-4 and Joint Proxy Statement/Prospectus . As promptly as practicable after the date of this Agreement and in any event no later than January 17, 2012 of this Agreement, (i) Purchaser and the Company shall jointly prepare and file with the SEC the Joint Proxy Statement/Prospectus and (ii) Purchaser shall prepare and file with the SEC a registration statement on Form S-4 in connection with the Purchaser Share Issuance (as may be further amended or supplemented from time to time, the “ Form S-4 ”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of the Company and Purchaser shall use its reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company and Purchaser shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to comply as to form in all material respects with the requirements of the Exchange Act and to be mailed to its respective stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Purchaser shall also take any action reasonably required to be taken under any applicable state securities laws (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any such jurisdiction) in connection with the Purchaser Share Issuance, and each of Purchaser and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action, the Form S-4 or the Joint Proxy Statement/Prospectus. The Company shall furnish all information as may be reasonably requested by Purchaser in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement/Prospectus. No filing, amendment, supplement or distribution of the Form S-4 will be made, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus will be made, in each case without providing Purchaser and the Company a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Purchaser, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Purchaser which should be set forth on an amendment or supplement to either the Form S-4 or the Joint Proxy Statement/Prospectus, so that either such document would not include any misstatement of material fact or omit to state any material fact required to be included therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party hereto and

an appropriate amendment or supplement describing such information shall be promptly prepared and, to the extent required by applicable Law, filed with the SEC and disseminated to the stockholders of the Company or Purchaser, as applicable. The parties shall notify each other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Purchaser Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or staff of the SEC, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4. Each of the parties shall use its reasonable best efforts to respond to any comments on the Joint Proxy Statement/Prospectus or the Form S-4 or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests. Before responding to any such comments or requests or the filing or mailing of the Joint Proxy Statement/Prospectus or the Form S-4, as the case may be, each of the parties (x) shall provide the other party with a reasonable opportunity to review and comment on any drafts of the Joint Proxy Statement/Prospectus or the Form S-4 (including any amendments or supplements thereto) and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by the other party.

SECTION 6.03. Access to Information; Confidentiality .

(a) To the extent permitted by applicable Law, from and after the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to Section 8.01, the Company shall afford to Purchaser, and to Purchaser’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (including for the purpose of planning for post-merger integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours and upon reasonable prior notice to the Company to all its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records as Purchaser may from time to time reasonably request, but only to the extent that such access does not unreasonably disrupt, impair or interfere with the business or operations of the Company or its Subsidiaries, and, during such period, the Company shall furnish promptly to Purchaser all information concerning its and its Subsidiaries’ business, properties and personnel as Purchaser may reasonably request; provided , however , that no access or information pursuant to this Section 6.03 shall affect or be deemed to modify any representation or warranty made by the Company in this Agreement; and, provided , further , that the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access or furnish such copies or other information to the extent that doing so would (x) violate applicable Law or any obligation of confidentiality owing to a third party (provided, that in the case of any such confidentiality obligations, the Company shall have used its reasonable best efforts to

have obtained the consent of such third party to such access, copies or information), or result in the loss of attorney-client privilege, work product doctrine or similar privilege. Purchaser shall hold any such copies or information provided pursuant to this Section 6.03(a) that is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated December 10, 2009, as amended on August 1, 2011 between Purchaser and the Company (the “ Confidentiality Agreement ”), which Confidentiality Agreement will remain in full force and effect in accordance with its terms.

(b) Nothing contained in this Agreement shall give any party, directly or indirectly, any rights to control or direct the operations of the other party or any of its Subsidiaries prior to the Effective Time. Prior to the Effective Time, each party shall, consistent with the terms and conditions of this Agreement, exercise complete control and supervision over the operations of such party and its Subsidiaries.

SECTION 6.04. Company No Solicitation; Company Adverse Recommendation Change . (a) (i) The Company shall, and shall cause its Subsidiaries and their respective Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any person conducted prior to the date of this Agreement with respect to any Company Acquisition Proposal (as defined below) and request the prompt return or destruction of all confidential information previously furnished to such person in connection with such Company Acquisition Proposal in accordance with the terms of any confidentiality or similar agreement between the Company and any such person. From the date hereof until the earlier of (A) the Effective Time and (B) termination of this Agreement pursuant to Section 8.01, and except as expressly permitted by Section 6.04(b), the Company covenants and agrees that neither it nor any of its Subsidiaries nor any of their respective directors or officers shall, and the Company shall instruct and use reasonable best efforts to cause any of its or its Subsidiaries’ respective Representatives not to, directly or indirectly, (A) solicit, initiate or knowingly encourage any inquiries or the making or consummation of any proposal or offer that constitutes, or is reasonably likely to lead to, a Company Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide to any person any non-public information or data in connection with, or otherwise knowingly cooperate in any way with, any Company Acquisition Proposal, except to notify such person of its obligations under this Section 6.04, or (C) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall notify the officers, directors and other Representatives of it and its Subsidiaries of the restrictions imposed by the preceding sentence and instruct them, and use its reasonable best efforts to cause them, to comply with those restrictions, and any failure by any of them to so comply shall be deemed to be a breach of this Agreement by the Company.

(ii) Notwithstanding anything to the contrary in Section 6.04(a)(i), following the receipt of a Company Acquisition Proposal that was made after the date hereof in circumstances not otherwise involving a

material breach of this Section 6.04, and prior to the time, but not after, the Company Stockholder Approval is obtained, the Company may in response to such Company Acquisition Proposal, and subject to material compliance with Section 6.04(c), (A) provide non-public information in response to a request therefor by the person that has made the Company Acquisition Proposal if the Company receives from the person so requesting such information an executed confidentiality agreement in customary form and with terms no less restrictive in the aggregate to the person than those contained in the Confidentiality Agreement and provides to Purchaser prior to or contemporaneously with the delivery of such information to such person a copy of all such material information that was not previously provided to Purchaser, (B) request information from the person making such Company Acquisition Proposal for the sole purpose of the board of directors of the Company informing itself about the Company Acquisition Proposal that has been made and the person that made it and (C) engage or participate in any discussions or negotiations with the person who has made the Company Acquisition Proposal, if and only to the extent that before taking any of the actions described in the preceding clauses (A) or (C) above, the board of directors of the Company (1) determines in good faith (after consultation with its outside legal counsel and financial advisor) that, in light of the terms and conditions of such Company Acquisition Proposal and this Agreement, it is necessary to take such action in order to comply with its fiduciary obligations to the Company’s stockholders under applicable Law and (2) also determines in good faith based on the information then available (after consultation with its financial advisor) that such Company Acquisition Proposal either is a Company Superior Proposal or is reasonably likely to result in a Company Superior Proposal.

(b) Except as expressly permitted by, and after material compliance with, Section 6.04(c), neither the board of directors of the Company nor any committee thereof shall (i) (A) qualify or modify in any manner adverse to Purchaser or withhold or withdraw, (B) resolve to or make or cause to be made any public statement proposing or announcing an intention to modify or qualify in any manner adverse to Purchaser or to withhold or withdraw or (C) fail to publicly affirm upon Purchaser’s request as promptly as practicable (but in any event within five (5) Business Days) after receipt or a public announcement of a Company Acquisition Proposal (or if the Outside Date is less than five (5) Business Days from the receipt of such request from Purchaser, by the close of business on the penultimate Business Day preceding the Outside Date), the Company Board Recommendation (which request may only be made once with respect to such Company Acquisition Proposal absent further material changes in such Company Acquisition Proposal, and then only once following such material change); (ii) make any other public statement in connection with the Company Stockholders Meeting that is inconsistent with the Company Board Recommendation; (iii) approve, adopt, recommend or resolve or publicly propose to approve, adopt or recommend, any Company Acquisition Proposal (any action described in clause (i), (ii) or (iii) being referred to as a “ Company Adverse Recommendation Change ”); or (iv) cause or permit the Company

or any of its Subsidiaries to execute or to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, joint venture agreement, partnership agreement, or other similar Contract (other than a confidentiality agreement referred to in Section 6.04(a)(i) entered into in compliance with 6.04(a)(i)) (an “ Alternative Acquisition Agreement ”) relating to, or that is intended to or could reasonably be expected to lead to any, Company Acquisition Proposal. Any Company Adverse Recommendation Change shall not change in any respect the approval of this Agreement or any other approval of the board of directors of the Company with respect to this Agreement, the Merger, the Subsequent Mergers and the other transactions contemplated hereby, including any change that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby (including the Merger and the Subsequent Mergers).

(c) Notwithstanding anything herein to the contrary, including Section 6.04(b), the board of directors of the Company may make a Company Adverse Recommendation Change (i) in response to, or as a result of, an event, development, occurrence, or change in circumstances or facts, occurring or arising after the date hereof, which event, development, occurrence, or circumstances or facts did not exist or was not actually known, appreciated or understood by the board of directors of the Company as of the date hereof (other than a Company Superior Proposal) (a “ Company Intervening Event “) or (ii) in response to a Company Superior Proposal made in material compliance with this Section 6.04, (x) make a Company Adverse Recommendation Change or (y) terminate this Agreement pursuant to Section 8.01(h), and concurrently enter into an Alternative Acquisition Agreement with respect to such Company Superior Proposal if, and only if, prior to taking any such action, the board of directors of the Company determines in good faith, after taking into account the advice of its outside legal counsel and after consultation with its financial advisor, that in light of such Company Intervening Event or such Company Superior Proposal, if this Agreement was not amended, it would be necessary to make a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.01(h), as the case may be, in order to comply with its fiduciary obligations to the Company’s stockholders under applicable Law; (3) the Company delivers to Purchaser a written notice stating that the board of directors of the Company intends to effect a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.01(h), as the case may be, specifying in reasonable detail the reasons therefor, including a copy of such Alternative Acquisition Agreement and any related documents or a description in reasonable detail of such Company Intervening Event, as the case may be; (4) the Company shall have made its Representatives reasonably available for the five (5) Business Day period in advance (the “ Negotiation Period “), for the purpose of engaging in negotiations with Purchaser (to the extent Purchaser desires to negotiate) regarding a possible amendment of this Agreement as would permit the Company, in order to comply with its fiduciary obligations to the Company’s stockholders under applicable Law, not to effect a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.01(h), as the case may be; and (5) any written proposal made by Purchaser to

amend this Agreement during the Negotiation Period shall have been considered by the board of directors of the Company in good faith, and, after the expiration of the Negotiation Period, the board of directors of the Company shall have determined in good faith that (A) in the event the determination of the board of directors of the Company in this Section 6.04(c) is in response to a Company Superior Proposal, after taking into account the advice of its outside legal counsel and after consultation with its financial advisor, that such Company Superior Proposal still constitutes a Company Superior Proposal and after taking into account the advice of its outside legal counsel, in light of such Company Superior Proposal, it would be necessary to make a Company Adverse Recommendation Change or terminate the Agreement pursuant to Section 8.01(h) to comply with its fiduciary obligations to the Company’s stockholders under applicable Law; provided , however , that, in the event of any amendment to the financial or other material terms of such Company Superior Proposal, the Company shall be required to deliver to Purchaser a new written notice (including as attachments thereto a copy of the new Alternative Acquisition Agreement relating to such amended Company Acquisition Proposal and copies of any related documents), and the Negotiation Period shall be extended by an additional three (3) Business Days from the date of Purchaser’s receipt of such new written notice and (B) in the event the determination of the board of directors of the Company in this Section 6.04(c) is in response to a Company Intervening Event, after taking into account the advice of its outside legal counsel, in light of such Company Intervening Event, it would be necessary to make a Company Adverse Recommendation Change to comply with its fiduciary obligations to the Company’s stockholders under applicable Law.

(d) In addition, during the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) termination of this Agreement pursuant to Section 8.01, the Company shall not terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement related to a possible Company Acquisition Proposal entered into by the Company or its Subsidiary prior to the date of this Agreement.

(e) For purposes of this Agreement: (i) the term “ Company Acquisition Proposal ” means any of the following actions or any proposal, offer, inquiry or indication of interest, whether in written form or otherwise (including any proposal or offer from or to the Company’s stockholders) from any person or group relating to, or that could reasonably be expected to lead to, any of the following actions: (i) any direct or indirect sale, lease, license or outsourcing, exchange, transfer, disposition not made in the ordinary course of business consistent with past practice, in one transaction or a series of related transactions, of any assets (including Equity Securities of any Subsidiary of the Company), rights, properties, services or businesses that constitute or contribute 15% or more of the Company’s consolidated revenues, net income or total assets or 15% or more of the total voting power of Equity Securities of the Company or any Subsidiary, (ii) any tender offer or exchange offer that, if consummated, would result in any person or group beneficially owning 15% or more of the total voting power of Equity Securities of the Company, or (iii) any merger, consolidation, business combination, recapitalization,

reorganization, issuance or amendment of securities, liquidation, dissolution, joint venture, share exchange or similar transaction involving the Company or any of its Subsidiaries after the consummation of which any person or group (other than the stockholders of the Company immediately prior to such consummation) would beneficially own, directly or indirectly, (A) 15% or more of the total voting power of Equity Securities of the Company or of any successor to, or parent company of, the Company or (B) any assets (including Equity Securities of any Subsidiary of the Company), rights, properties or businesses that constitute or contribute 15% or more of the Company’s and all of its Subsidiaries’ consolidated revenues, net income or total assets, taken as a whole, in each case other than the transactions pursuant to this Agreement; and

(ii) the term “ Company Superior Proposal ” means an unsolicited, bona fide written Company Acquisition Proposal (with the percentages set forth in the definition of such term changed from 20% to 50%) which the board of directors of the Company has reasonably determined in good faith, after consultation with its outside legal counsel and financial advisors, would result in a transaction (x) more favorable to the Company’s stockholders from a financial point of view than the Merger, taking into account all relevant factors (including all terms and conditions of such offer and this Agreement (including those changes to the terms of this Agreement proposed by Purchaser in response to such proposal or otherwise)) and (y) is reasonably likely to be consummated in accordance with its terms, taking into account all financial, legal, regulatory and other aspects of such offer; provided , however , that any such offer shall not be deemed to be a “Company Superior Proposal” if any financing required to consummate the transaction contemplated by such offer is not committed and, in the good faith judgment of the board of directors of the Company after consultation with its outside legal counsel and financial advisors, is not reasonably capable of being obtained by such third party.

(f) In addition to the obligations of the Company set forth in paragraphs (a), (b), (c) and (d) of this Section 6.04, the Company shall as promptly as practicable (and in any event within 24 hours after receipt) notify Purchaser orally and in writing if any Company Acquisition Proposal is received by the Company, any of its Subsidiaries or any of their respective Representatives and the material terms and conditions of any such Company Acquisition Proposal (including any changes thereto) and the identity of the person making any such Acquisition Proposal. The Company shall (x) keep Purchaser fully informed on a current basis (which shall be considered in light of the circumstances of such Company Acquisition Proposal and the time by which the Company has the opportunity to respond) of the status and material details (including any change to the material terms thereof) of any Company Acquisition Proposal and (y) provide to Purchaser as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the Company or any of its Subsidiaries from any person that describes any of the terms or conditions of any Alternative Acquisition Agreements.

(g) Unless this Agreement is terminated pursuant to, and in accordance with, Section 8.01, (i) the obligation of the Company to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders Meeting and to hold a vote of the Company’s stockholders on the adoption of this Agreement at the Company Stockholders Meeting pursuant to Section 6.01 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Company Acquisition Proposal (whether or not a Company Superior Proposal), or by a Company Adverse Recommendation Change, and (ii) in any case in which the Company makes a Company Adverse Recommendation Change pursuant to this Section 6.04, the Company shall nevertheless submit this Agreement to a vote of its stockholders at the Company Stockholders Meeting for the purpose of adopting this Agreement.

(h) Nothing contained in this Section 6.04 shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. federal or state Law with regard to a Company Acquisition Proposal; provided , however , that if such disclosure does not reaffirm the Company Board Recommendation and has the substantive effect of withholding, withdrawing, modifying or qualifying in any manner adverse to the Purchaser Board Recommendation, then such disclosure shall be deemed to be a Company Adverse Recommendation Change and Purchaser shall have the right to terminate this Agreement as set forth in Section 8.01(e); provided , further , that, for purposes of this Agreement, a factually accurate public statement by the Company that merely describes the Company’s receipt of a Company Acquisition Proposal and the operation of this Agreement with respect thereto, any statement to the effect that the Company Acquisition Proposal is under consideration by the board of directors of the Company or any “stop, look and listen” communication by the board of directors of the Company pursuant to Rule 14d-9(f) of the Exchange Act or any similar communication to its stockholders, shall not constitute a Company Adverse Recommendation Change.

SECTION 6.05. Purchaser No Solicitation; Purchaser Adverse Recommendation Change . (a) (i) Purchaser shall, and shall cause its Subsidiaries and their respective Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any person conducted prior to the date of this Agreement with respect to any Purchaser Acquisition Proposal (as defined below) and request the prompt return or destruction of all confidential information previously furnished to such person in connection with such Purchaser Acquisition Proposal in accordance with the terms of any confidentiality or similar agreement between Purchaser and any such person. From the date hereof until the earlier of (A) the date that the Purchaser Stockholder Vote is obtained and (B) termination of this Agreement pursuant to Section 8.01 (the “ Purchaser No-Shop Period ”) and except as expressly permitted by Section 6.05(b), Purchaser covenants and agrees that neither it nor any of its Subsidiaries nor any of their respective directors or officers shall, and Purchaser shall instruct and use reasonable best efforts to cause any of its or its Subsidiaries’ respective Representatives not to, directly or indirectly, (A) solicit, initiate or knowingly encourage any inquiries or the making or consummation of any proposal or offer that constitutes, or is reasonably likely to lead to, a Purchaser Acquisition Proposal, (B) engage in, continue or otherwise

participate in any discussions or negotiations regarding, or provide to any person any non-public information or data in connection with, or otherwise knowingly cooperate in any way with, any Purchaser Acquisition Proposal, except to notify such person of its obligations under this Section 6.05, or (C) otherwise knowingly facilitate any effort or attempt to make a Purchaser Acquisition Proposal. Purchaser shall notify the officers, directors and other Representatives of it and its Subsidiaries of the restrictions imposed by the preceding sentence and instruct them, and use its reasonable best efforts to cause them, to comply with those restrictions, and any failure by any of them to so comply shall be deemed to be a breach of this Agreement by Purchaser.

(ii) Notwithstanding anything to the contrary in Section 6.05(a)(i), following the receipt of a Purchaser Acquisition Proposal that was made after the date hereof in circumstances not otherwise involving a material breach of this Section 6.05, Purchaser may in response to such Purchaser Acquisition Proposal, (A) provide non-public information in response to a request therefor by the person that has made the written Purchaser Acquisition Proposal if Purchaser receives from the person so requesting such information an executed confidentiality agreement in customary form and with terms no less restrictive in the aggregate to the person than those contained in the Confidentiality Agreement, (B) request information from the person making such Purchaser Acquisition Proposal for the sole purpose of the board of directors of Purchaser informing itself about the Purchaser Acquisition Proposal that has been made and the person that made it, and (C) engage or participate in any discussions or negotiations with the person who has made the Purchaser Acquisition Proposal if and only to the extent that before taking any of the actions described in the preceding clauses (A) or (C) above, the board of directors of Purchaser (1) determines in good faith (after consultation with its outside legal counsel and financial advisor) that, in light of the terms and conditions of such Purchaser Acquisition Proposal and this Agreement, it is necessary to take such action in order to comply with its fiduciary obligations to Purchaser’s stockholders under applicable Law and (2) also determines in good faith based on the information then available (after consultation with its financial advisor) that such Purchaser Acquisition Proposal either is a Purchaser Superior Proposal or is reasonably likely to result in a Purchaser Superior Proposal.

(b) Except as expressly permitted by, and after material compliance with, Section 6.05(c), until the expiration of the Purchaser No-Shop Period, neither the board of directors of Purchaser nor any committee thereof shall (i) (A) qualify or modify in any manner adverse to the Company or withhold or withdraw or (B) resolve to or make or cause to be made any public statement proposing or announcing an intention to qualify or modify in any manner adverse to the Company or to withhold or withdraw or (C) fail to publicly affirm upon the Company’s request as promptly as practicable (but in any event within five (5) Business Days) after receipt or a public announcement of a Purchaser Acquisition Proposal (or if the Outside Date is less than five (5) Business Days from the receipt of such request from the Company, by the close of business on the

penultimate Business Day preceding the Outside Date), the Purchaser Board Recommendation (which request may only be made once with respect to such Purchaser Acquisition Proposal absent further material changes in such Purchaser Acquisition Proposal, and then only once following such material change); (ii) make any other public statement in connection with Purchaser Stockholders Meeting that is inconsistent with Purchaser Board Recommendation; or (iii) approve, adopt, recommend or resolve or publicly propose to approve, adopt or recommend, any Purchaser Acquisition Proposal (any action described in clause (i), (ii) or (iii) being referred to as a “ Purchaser Adverse Recommendation Change ”). Any Purchaser Adverse Recommendation Change shall not change in any respect the approval of this Agreement or any other approval of the board of directors of Purchaser with respect to this Agreement, the Merger, the Subsequent Mergers and the other transactions contemplated hereby, including any change that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby (including the Merger and the Subsequent Mergers).

(c) Notwithstanding anything herein to the contrary, including Section 6.05(b), the board of directors of Purchaser may (i) make a Purchaser Adverse Recommendation Change in response to, or as a result of, an event, development, occurrence, or change in circumstances or facts, occurring or arising after the date hereof, which event, development, occurrence, or circumstances or facts did not exist or was not actually known, appreciated or understood by the board of directors of Purchaser as of the date hereof (other than a Purchaser Superior Proposal) (a “ Purchaser Intervening Event ”) or (ii) in response to a Purchaser Superior Proposal made in material compliance with this Section 6.05, (x) make a Purchaser Adverse Recommendation Change or (y) terminate this Agreement pursuant to Section 8.01(e), and concurrently enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, joint venture agreement, partnership agreement, or other similar Contract (other than a confidentiality agreement referred to in Section 6.05(a)(i) entered into in compliance with 6.04(a)(i)) (a “ Purchaser Alternative Acquisition Agreement ”) with respect to such Purchaser Superior Proposal if, and only if, (1) the board of directors of Purchaser determines in good faith, after taking into account the advice of its outside legal counsel and after consultation with its financial advisor, that in light of such Purchaser Intervening Event or such Purchaser Superior Proposal, if this Agreement was not amended, it would be necessary to make a Purchaser Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.01(e), as the case may be, in order to comply with its fiduciary obligations to Purchaser’s stockholders under applicable Law; and (2) Purchaser delivers to the Company a written notice stating that the board of directors of Purchaser intends to effect a Purchaser Adverse Recommendation Change.

(d) In addition, during the Purchaser No-Shop Period Purchaser shall not terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement related to a possible Purchaser Acquisition Proposal entered into by Purchaser or its Subsidiary prior to the date of this Agreement.

(i) For purposes of this Agreement: (A) the term “ Purchaser Acquisition Proposal ” means any of the following actions or any proposal, offer, inquiry or indication of interest, whether in written form or otherwise (including any proposal or offer from or to Purchaser’s stockholders) from any person or group relating to, or that could reasonably be expected to lead to, any of the following actions: (i) any direct or indirect sale, lease, license or outsourcing, exchange, transfer, disposition not made in the ordinary course of business consistent with past practice, in one transaction or a series of related transactions, of any assets (including Equity Securities of any Subsidiary of Purchaser), rights, properties, services or businesses that constitute or contribute 15% or more of Purchaser’s consolidated revenues, net income or total assets or 15% or more of the total voting power of Equity Securities of Purchaser or any Subsidiary, (ii) any tender offer or exchange offer that, if consummated, would result in any person or group beneficially owning 15% or more of the total voting power of Equity Securities of Purchaser, or (iii) any merger, consolidation, business combination, recapitalization, reorganization, issuance or amendment of securities, liquidation, dissolution, joint venture, share exchange or similar transaction involving Purchaser or any of its Subsidiaries after the consummation of which any person or group (other than the stockholders of Purchaser immediately prior to such consummation) would beneficially own, directly or indirectly, (A) 15% or more of the total voting power of Equity Securities of Purchaser or of any successor to, or parent company of, Purchaser or (B) any assets (including Equity Securities of any Subsidiary of Purchaser), rights, properties or businesses that constitute 15% or more of Purchaser’s and all of its Subsidiaries’ consolidated net revenues, net income and total assets, taken as a whole, in each case other than the transactions pursuant to this Agreement; and

(ii) the term “ Purchaser Superior Proposal ” means an unsolicited, bona fide Purchaser Acquisition Proposal (with the percentages set forth in the definition of such term changed from 20% to 50%) which the board of directors of Purchaser has reasonably determined in good faith, after consultation with its outside legal counsel and financial advisors, would result in a transaction (x) more favorable to Purchaser’s stockholders from a financial point of view than the Merger, taking into account all relevant factors (including all terms and conditions of such offer and this Agreement (including those changes to the terms of this Agreement proposed by Purchaser in response to such proposal or otherwise)) and (y) is reasonably likely to be consummated in accordance with its terms, taking into account all financial, legal, regulatory and other aspects of such offer; provided , however , that any such offer shall not be deemed to be a “Superior Proposal” if any financing required to consummate the transaction contemplated by such offer is not committed and, in the good faith judgment of the board of directors of Purchaser after consultation with its outside legal counsel and financial advisors, is not reasonably capable of being obtained by such third party; provided , further , that the board of directors of Purchaser shall, in evaluating such proposal, take into account, to the extent it deems relevant,

among other things, the long-term prospects of Purchaser following the consummation of the Merger relative to the consideration to be received by the stockholders of Purchaser in such offer.

(e) Unless this Agreement is terminated pursuant to, and in accordance with, Section 8.01, (i) the obligation of Purchaser to establish a record date for, duly call, give notice of, convene and hold Purchaser Stockholders Meeting and to hold a vote of Purchaser’s stockholders on the adoption of this Agreement at Purchaser Stockholders Meeting pursuant to Section 6.01 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Purchaser Acquisition Proposal (whether or not a Superior Proposal), or by a Purchaser Adverse Recommendation Change, and (ii) in any case in which Purchaser makes a Purchaser Adverse Recommendation Change pursuant to this Section 6.05, Purchaser shall nevertheless submit this Agreement to a vote of its stockholders at Purchaser Stockholders Meeting for the purpose of adopting this Agreement.

(f) Nothing contained in this Section 6.05 shall be deemed to prohibit Purchaser from complying with its disclosure obligations under U.S. federal or state Law with regard to a Purchaser Acquisition Proposal; provided, however, that if such disclosure does not reaffirm Purchaser Board Recommendation and has the substantive effect of withholding, withdrawing, modifying or qualifying in any manner adverse to the Purchaser Board Recommendation, then such disclosure shall be deemed to be a Purchaser Adverse Recommendation Change and the Company shall have the right to terminate this Agreement as set forth in Section 8.01(f); provided, further , that, for purposes of this Agreement, a factually accurate public statement by Purchaser that merely describes Purchaser’s receipt of a Purchaser Acquisition Proposal and the operation of this Agreement with respect thereto, any statement to the effect that the Purchaser Acquisition Proposal is under consideration by the board of directors of Purchaser or any “stop, look and listen” communication by the board of directors of Purchaser pursuant to Rule 14d—9(f) of the Exchange Act or any similar communication to its stockholders, shall not constitute a Purchaser Adverse Recommendation Change.

SECTION 6.06. Financing . (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Closing is not conditioned upon Purchaser obtaining any financing. Purchaser shall use its reasonable best 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 arrange the Financing on the terms and subject to the conditions described in the Financing Commitment (including the “flex” provisions) and shall not permit any amendment, supplement or modification to be made to, or any waiver by Purchaser of any provision or remedy under the Financing Commitment (including definitive agreements related thereto) if such amendment, supplement, modification or waiver would (i) reduce the aggregate amount of the net cash proceeds of the Financing (as compared to the amount of such aggregate proceeds contemplated by the Financing Commitment as in effect on the date hereof) or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the

receipt of the Financing in a manner that would reasonably be expected to (I) prevent, impede or delay the funding of the Financing or the consummation of the Merger and the other transactions contemplated hereunder, (II) adversely impact the ability of Purchaser to enforce its rights against other parties to the Financing Commitment (including definitive agreements related thereto), provided that Purchaser may replace, amend, supplement or modify the Financing Commitment to add agents, co-agents, lenders, arrangers, joint bookrunners, managers or other entities that have not executed the Financing Commitment as of the date hereof. Purchaser shall promptly deliver to the Company copies of any such replacement, amendment, supplement, modification or waiver. For purposes of this Section 6.06(a), references to “Financing” shall include the debt financing contemplated by the Financing Commitment as permitted to be amended or modified by this Section 6.06(a) and references to “Financing Commitment” shall include such documents as permitted to be amended, modified or substituted by this Section 6.06(a). Without limiting the generality of the foregoing and except to the extent Purchaser has completed an offering of debt securities whose net cash proceeds replace amounts that were to be provided under the Financing Commitment, which net cash proceeds have been placed in an escrow account in favor of the bondholders on customary terms for high yield bond offerings and which will be available to Purchaser subject solely to conditions precedent that are no more onerous in any material respect than the conditions precedent contained in the Financing Commitment that would have been applicable to the replaced amounts of the Financing, Purchaser shall use its reasonable best efforts to (w) maintain in effect the Financing Commitment until the Merger, the Subsequent Mergers and the other transactions contemplated hereby are consummated, (x) negotiate and enter into definitive agreements with respect to the Financing Commitment (which with respect to the bridge facilities documentation shall not be required until reasonably necessary in connection with the funding of the Financing) on terms and conditions (including “flex” provisions) no less favorable to Purchaser than those contained in the Financing Commitment, (y) satisfy (or have waived) all conditions and covenants applicable to Purchaser in the Financing Commitment that are within its control at or prior to the Closing, and otherwise comply in all material respects with its obligations under the Financing Commitment (including definitive agreements related thereto), and (z) except to the extent Purchaser otherwise has cash resources at Closing to fund its payment obligations hereunder taking into account upfront and similar fees payable under the Financing (including to the extent any “flex” provisions are implemented), upon satisfaction of the conditions set forth in the Financing Commitment, consummate the Financing at or prior to the Closing. Purchaser shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing (or replacement thereof) as the Company may reasonably request, and shall provide the Company with copies of all definitive documents related to the Financing and, as the Company may reasonably request from time to time, drafts of such documents posted to a lender syndicate group; provided that the Fee Letters may be redacted in accordance with Section 4.12; provided, that in no event will Purchaser be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Purchaser shall have used its reasonable best efforts to disclose such information in a way that would not

waive such privilege. Without limiting the generality of the foregoing, Purchaser shall give the Company prompt notice (x) of any material breach or default by any party to any of the Financing Commitments or definitive agreements related to the Financing of which Purchaser becomes aware, (y) of the receipt of (A) any written notice or (B) other written communication, in each case from any Financing Source with respect to any (1) material breach of any of its obligations under the Financing Commitment or default, termination or repudiation by any party to any of the Financing Commitments or definitive agreements related to the Financing of any provisions of the Financing Commitments or definitive agreements related to the Financing or (2) material dispute or disagreement between or among any parties to any of the Financing Commitments or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto), and (z) if at any time for any reason Purchaser believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by any of the Financing Commitments or definitive agreements related to the Financing. As soon as reasonably practicable, but in any event within two Business Days after the Company delivers to Purchaser a written request, Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence.

(b) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitment (including the “flex” provisions), Purchaser shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources on terms and subject to conditions that are not materially less favorable, in the aggregate, to Purchaser than those set forth in the Financing Commitment, in an amount sufficient, when combined with cash on hand and borrowings under any existing credit facilities or other financing arrangements, to consummate the Merger and the other transactions contemplated hereby as promptly as practicable after the occurrence of such event. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have the right from time to time to substitute other debt financing for all or any portion of the Financing from the same and/or alternative financing source; provided , that any such substitution shall not expand upon in any material respect the conditions precedent or contingencies to the funding on the “Closing Date” of the Financing as set forth in the Financing Commitment in effect on the date hereof or reasonably be expected to cause any delay of the consummation of the transactions contemplated thereby. In such event, the term “Financing Commitment” as used herein shall be deemed to include the new commitment letter (the “ New Financing Commitment ”), if any, entered into in accordance with this Section 6.06(b) (any financing arranged under this Section 6.06(b) shall be referred to as the “ Alternate Financing ”). Purchaser will provide the Company with a copy of any New Financing Commitment obtained by Purchaser in connection with an Alternate Financing as promptly as practicable following the execution thereof (other than fees and other information redacted from such agreements that is consistent with the information

redacted from the Fee Letters as permitted by Section 4.12). In the event that (x) all or any portion of the Financing contemplated to be raised in lieu of the bridge financing contemplated under the Financing Commitment has not been consummated, (y) all closing conditions contained in Article VII shall have been satisfied or waived (and which are, at the time of the termination of this Agreement, capable of being satisfied if the Closing were to occur at such time) and (z) the bridge facilities contemplated by the Financing Commitments are available on the terms and conditions described in the Financing Commitments, then Purchaser shall draw down on such bridge financing, in an amount sufficient and to the extent necessary, when combined with cash on hand and borrowings under any existing credit facilities or other financing arrangements, to consummate the Merger and the other transactions contemplated hereby, at the Closing. In the event that (x) the ABL Facility has not been amended as contemplated by the Financing Commitment, (y) all closing conditions contained in Article VII shall have been satisfied or waived (and which are, at the time of the termination of this Agreement, capable of being satisfied if the Closing were to occur at such time) and (z) the Replacement ABL Facility (or alternative financing obtained in accordance with this Section 6.06(b)) is available on the terms and conditions described in the Financing Commitments), then Purchaser shall draw down on such Replacement ABL Facility, in an amount sufficient and to the extent necessary, when combined with cash on hand and borrowings under any existing credit facilities or other financing arrangements, to consummate the Merger and the other transactions contemplated hereby, at the Closing. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.06 shall require, and in no event shall the reasonable best efforts of Purchaser be deemed or construed to require, Purchaser to (i) bring any enforcement action, including commencing or filing any Action, against any source of the Financing to enforce its rights under the Financing Commitment or (ii) pay any fees in excess of those contemplated by the Financing Commitment (whether to secure waiver of any conditions contained therein or otherwise); provided , that Purchaser shall pay all fees required by the Financing Commitment as they become due.

(c) The Company shall (and shall cause its Subsidiaries to) provide to Purchaser, and shall use reasonable best efforts to cause Representatives of the Company and its Subsidiaries to provide to Purchaser, on a timely basis, all cooperation in connection with the arrangement and syndication of the Financing (including the marketing efforts in connection therewith) and the repayment of any indebtedness of the Company and its Subsidiaries as may be reasonably requested by Purchaser, including by (i) providing reasonable cooperation with the marketing efforts of Purchaser and lenders or initial purchasers for any of the Financing, including using reasonable best efforts to cause its Representatives (including senior management and advisors of the Company and its Subsidiaries) to be available, during normal working hours and upon reasonable notice, to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions, and sessions with rating agencies, and using its commercially reasonable efforts to ensure that any syndication efforts benefit from any existing Company banking relationships, (ii) assisting with the preparation of customary materials for rating agency presentations, offering documents, private placement

memoranda, bank information memoranda (to the extent relating to the Company and its Subsidiaries), registration statements, prospectuses, road show presentations and similar documents reasonably necessary or advisable in connection with the Financing and offering of equity securities of Purchaser contemplated hereby, including the preparation and furnishing in a timely fashion of all financial statements and other data customary to be included in connection therewith (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accountants for the Company as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722) and all information regarding the Company and its Subsidiaries reasonably required for the Purchaser to prepare pro forma financial statements, financial data, audit reports and other information regarding the Company and its Subsidiaries of the type required by and in compliance with Regulation S-X and Regulation S-K promulgated under the Securities Act of 1933, as amended, and related forms and all information regarding the Company and its Subsidiaries reasonably necessary for the preparation of financial projections and a financial model for the Purchaser after giving effect to the Merger (A) for a registered public offering of debt securities, and of type and form customarily included in private placements of debt securities under Rule 144A, to consummate the offering(s) of debt securities contemplated by the Financing Commitment and (B) for the syndication of bridge loan commitments and facilities and asset based loan commitments and facilities contemplated under the Financing Commitment, (iii) assist with the preparation of definitive financing documents and provide Financing Sources with reasonable access to the properties, books and records of the Company and its Subsidiaries during normal working hours (to the extent practicable) and upon reasonable notice, (iv) using commercially reasonable efforts to cause the Company’s independent auditors to provide, consistent with customary practice, (A) consent to SEC filings and offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon, in each case, to the extent such consent is required, customary auditors reports and customary comfort letters (including “negative assurance” comfort) with respect to financial information relating to the Company and its Subsidiaries, (B) reasonable assistance in the preparation of pro forma financial statements by Purchaser and (C) provide reasonable assistance and cooperation to Purchaser, including attending accounting due diligence sessions, (v) providing financial and other pertinent information regarding the Company and its Subsidiaries reasonably requested, including unaudited monthly financial statements for the Company and its Subsidiaries on a consolidated basis (excluding footnotes), to the extent the Company customarily prepares such financial statements, within the time frame such statements are prepared, (vi) providing and executing documents as may be reasonably requested by Purchaser (excluding legal opinions and solvency certificates); (vii) using reasonable best efforts to permit the Financing Sources and other prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting system, policies and procedures relating thereto for the purpose of establishing collateral arrangements as of the Closing, including account control agreements, (viii) reasonably cooperating with the Financing Sources and their respective agents with respect to their due diligence, including by giving access to documentation reasonably requested by persons in

connection with capital markets transactions, (ix) furnishing Purchaser and the Financing Sources promptly with all documentation and other information required by any Governmental Entity with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and in any event at least five (5) days prior to the Closing Date, (x) providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders, (xi) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness of the Company or any of its subsidiaries contemplated by the Financing Commitment to be paid off, discharged and terminated on the Closing Date (subject to receipt from Purchaser of the funds necessary to effectuate the pay off contemplated by such payoff letters, lien terminations and instruments of discharge) and using commercially reasonable efforts to assist Purchaser in obtaining opinions of local counsel to the Company or any of its subsidiaries to the extent reasonably requested by Purchaser to effect the Financing, (xii) facilitating the execution and delivery at the Closing of definitive documents related to the Financing on the terms contemplated by the Financing Commitment, (xiii) to the extent reasonably requested by the Purchaser, causing the taking of corporate actions (subject to the occurrence of the Closing) by the Company and its subsidiaries reasonably necessary to permit the completion of the Financing and (xiv) using commercially reasonable efforts to assist in delivery of inventory appraisals and field audits. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the syndication or marketing of the Financing, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage the Company, its Subsidiaries or their marks. Notwithstanding anything to the contrary in this Section 6.06(c), neither the Company nor any of its Subsidiaries shall be required to undertake any obligation or execute any agreement (other than authorization letters in connection with syndication efforts) that would be effective prior to the Effective Time, or deliver, or cause to be delivered, any legal opinion by its counsel (other than by using commercially reasonable efforts to assist Purchaser in obtaining local counsel opinions). In addition, the Company and its Subsidiaries will reasonably cooperate and provide information and assistance reasonably requested by Purchaser in order for Purchaser to increase availability under its receivables facility and asset-based credit facility at Closing to take into account receivables, equipment and other assets of the Company and its Subsidiaries, including assisting lenders under those facilities in related diligence, and cooperating with Purchaser in taking steps needed to create and perfect security over such assets, effective on the Closing Date. Except to the extent contemplated hereunder, Purchaser acknowledges and agrees that the Company and its Affiliates and their respective Representatives shall not have any responsibility for (or, with respect to the Company and its Subsidiaries, prior to the Closing), incur any liability to any person under or in connection with, the arrangement of the Financing or any alternative financing that Purchaser may raise in connection with the transactions contemplated by this Agreement. Purchaser shall (x) promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company or any of its Subsidiaries in

connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.06(c) and (y) indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all Costs suffered or incurred by them in connection with the arrangement of the Financing or any alternative financing and any information utilized in connection therewith (other than information provided in writing by the Company or its Subsidiaries expressly for use in connection therewith).

(d) Notwithstanding anything to the contrary contained in this Agreement, the condition set forth in Section 7.02(b), as it applies to the Company’s obligations under Section 6.06(c), shall be deemed satisfied unless the Company’s breach(es) of its obligations under Section 6.06(c) materially contributed to the failure to close the Financing or Alternative Financing.

(e) For purposes of this Agreement, “ Marketing Period ” shall mean the first period of 20 consecutive calendar days after the date of this Agreement commencing on the date on which and throughout which period (A) Purchaser shall have the Required Information and such Required Information is Compliant and (B) the conditions set forth in Sections 7.01(a), (b) and (e) (the “ Specified Conditions ”) and 7.02(b) shall be satisfied assuming the Closing were to be scheduled for any time during such 20 consecutive calendar day period (except in the case of the condition set forth in Section 7.02(b), to the extent such condition relates to covenants to be performed at the Closing or at any other time after any applicable time during such 20 consecutive calendar day period) after the date hereof and nothing has occurred and no conditions exist that would cause, or would reasonably be expected to cause, any of the other conditions set forth in Sections 7.01 and 7.02 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 20 consecutive calendar day period; provided , that (i) if the Marketing Period would otherwise have commenced on August 16 or August 26, 2012, as the case may be, but for the failure of the Specified Conditions to have been met on such date, then the Marketing Period shall be deemed to have commenced on such dates for purposes of this Agreement if the Specified Conditions are met not later than September 1, 2012, and the other requirements of the Marketing Period are met throughout the required 20 or 30 consecutive calendar day period, as appropriate, (ii) the 20 consecutive calendar day period referred to in this Section 6.06(e) shall be extended to a 30 consecutive calendar day period if the Purchaser notifies the Company no later than 30 calendar days prior to the date that the Marketing Period would otherwise commence hereunder that the Purchaser reasonably expects to need to market and syndicate an asset based loan facility as referred to in Section 3(e) of Exhibit F of the Financing Commitment, and (iii) if the Marketing Period has not ended prior to August 7, 2012, the Marketing Period shall not be deemed to have commenced until August 16, 2012 (if a 30 calendar day Marketing Period applies) or August 26, 2012 (if a 20 calendar day Marketing Period applies) for any purpose hereunder. Notwithstanding the foregoing, if at any time the Purchaser does not have the Required Information or the Required Information is not Compliant throughout and on the last day of such period, then a new 20 or 30 consecutive calendar day period, as appropriate, shall commence

upon Purchaser receiving updated Required Information that is Compliant. Subject to the terms of this Agreement and applicable Law, Purchaser may commence its marketing of the offering(s) of debt securities contemplated by the Financing Commitment at any time after the date of this Agreement. If at any time the Company shall in good faith reasonably believe that it has provided all Required Information as required by clause (A) of the first sentence of this definition and that such Required Information is Compliant, it may deliver to Purchaser a written notice to that effect (stating the date it believes such Required Information was provided), in which case the Company shall be deemed to have complied with such clause (A) above unless Purchaser in good faith reasonably believes the Company has not provided all Required Information or that such Required Information is not Compliant and, within five (5) Business Days after the delivery of such notice, delivers a written notice to the Company to that effect, stating with specificity, to the extent reasonably practicable, which items of Required Information have not been provided or are not Compliant.

(f) For purposes of this Agreement, “ Required Information ” shall mean, as of any date, all information required by Section 1(c) of Exhibit F of the Financing Commitment as in effect on the date hereof (solely to the extent related to the Company and its Subsidiaries) and other pertinent information regarding the Company and its Subsidiaries required by SEC Regulation S-X and SEC Regulation S-K under the Securities Act (excluding information required by Regulation S-X Rule 3-10 (except to the extent reasonably available), Regulation S-X Rule 3-16 and Item 402 of Regulation S-K) (including all audited financial statements and all unaudited financial statements (which shall have been reviewed by the independent accountants for the Company as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722) and all information regarding the Company and its Subsidiaries reasonably required for Purchaser to prepare pro forma financial information, in each case (A) for (i) a registration statement for a registered public offering of debt securities of the type contemplated by the Financing Commitment to be declared effective, and of the type and form customarily included in private placements under Rule 144A, to consummate the offering of debt securities contemplated by the Financing Commitment and (ii) of the type contemplated in the Financing Commitment and form customarily included in information memoranda and other marketing documents used to syndicate credit facilities of the type to be included in the Financing, and (B) for the syndication of bridge loan commitments and facilities asset based loan commitments and facilities contemplated by the Financing Commitment and (ii) such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) of this definition (including “negative assurance” comfort) from the independent auditors of the Company and its Subsidiaries on any date during the relevant period.

(g) Assuming the accuracy of the representations and warranties in Article III and performance by the Company of its obligations under this Agreement, Purchaser represents and warrants that $95,000,000 (the “ Reserve Amount ”) is the amount that it currently estimates is the amount required to be borrowed by it under its

asset-based loan facility (the “ ABL Facility ”) at Closing to provide it with sufficient funds, together with the amounts available under the bridge facility commitments under the Financing Commitment (or offering of debt securities in lieu thereof), to fund the Cash Portion of the Purchase Price, pay fees and expenses in connection with the transactions contemplated hereby and refinance all Company debt contemplated in the Financing Commitments to be refinanced on the Closing Date. Purchaser shall use its reasonable best efforts to ensure that the Reserve Amount is available to be drawn under its ABL Facility at all times by maintaining a portion of the amount available under its ABL Facility equal to the Reserve Amount undrawn at all times from the date thereof through the Closing Date and shall use its reasonable best efforts to ensure that all conditions to drawing the Reserve Amount under its ABL Facility shall be satisfied on the Closing Date, if it is necessary to draw under the ABL Facility on the Closing Date.

(h) “ Compliant ” means, with respect to the Required Information, (a) that such Required Information does not contain any untrue statement of material fact or omit to state a material fact necessary in order to make such Required Information, in light of the circumstances under which it was made, not misleading, (b) no audit opinion with respect to any financial statements contained in the Required Information shall have been withdrawn, amended or qualified and (c)(i) the financial statements and other financial information included in such Required Information that have been prepared by the Company are, and remain throughout the Marketing Period or the Required Information Period, as applicable, sufficient to permit Purchaser’s financing sources (including underwriters, placement agents or initial purchasers) to receive customary comfort letters with respect to such financial information (including customary negative assurance comfort with respect to periods following the end of the latest fiscal year and fiscal quarter for which historical financial statements are included) on any date during the Marketing Period or the Required Information Period, as applicable, and (ii) the auditors that have reviewed or audited such financial information have delivered drafts of customary comfort letters, including customary negative assurance comfort, and such auditors have confirmed they are prepared to issue such comfort letter upon any pricing date relating to the Financing occurring during the Marketing Period or the Required Information Period, as applicable. “ Required Information Period ” means the 20 calendar day period referred to in Section 2(a) of Exhibit F of the Financing Commitment.

SECTION 6.07. Further Action; Efforts . (a) Subject to the terms and conditions of this Agreement, each party shall use its reasonable best efforts to take, or cause to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement as soon as practicable. Each party agrees to (i) as promptly as practicable after the date of this Agreement and in any event no later than ten Business Days after the date of this Agreement, make (and, without the prior written consent of the other party to this Agreement, not withdraw) (A) appropriate filings of Notification and Report Forms pursuant to the HSR Act and

(B) an appropriate filing of a Notification pursuant to Part IX of the Competition Act with respect to the transactions contemplated hereby, (ii) use reasonable best efforts to obtain as promptly as practicable all other Consents of or by any Governmental Entity that are necessary or advisable under or in respect of any Antitrust Laws in order to consummate the Merger, the Subsequent Mergers or any of the other transactions contemplated by this Agreement (collectively, the “ Antitrust Consents ”) and (iii) use reasonable best efforts to obtain as promptly as practicable all other Consents of or by any Governmental Entity or third party that are necessary or required in order to consummate the Merger, the Subsequent Mergers or any of the other transactions contemplated by this Agreement; provided , however , that, subject to the following sentence, nothing in this Section 6.07 or elsewhere in this Agreement shall require, or be construed to require, Purchaser, the Company or any of their respective Subsidiaries or Affiliates to (A) (1) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate pending any such action or (2) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Effective Time any assets, licenses, operations, rights, product lines, businesses or interest of Purchaser, the Company or any of their respective Subsidiaries or Affiliates or (B) take or agree to take any other action, or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, product lines, businesses or interests of Purchaser, the Company or any of their respective Subsidiaries or Affiliates or Purchaser’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation. Notwithstanding anything to the contrary in the immediately preceding sentence, Purchaser shall agree to sell, transfer, dispose of or otherwise divest, or hold separate or otherwise subject to any restriction or limitation, any of the assets, licenses, operations, rights, product lines, businesses or interest of Purchaser, the Company or any of their respective Subsidiaries that constitute or contribute in the aggregate no more than 10% of the consolidated revenues of Purchaser and its Subsidiaries as of the date hereof if any such sale, divestiture, transfer, disposal or other divestment, or holding separate, restriction or limitation, is necessary in order to obtain the Antitrust Consents so that the Closing shall occur as promptly as practicable, and in any event, prior to June 15, 2012 (unless the Outside Date shall have been extended pursuant to the terms hereof and if so prior to the end of the extended Outside Date); provided, that Purchaser shall determine, (x) in its sole discretion (but solely to the extent that reasonable alternatives exist with respect to its choice of remedies) and (y) in its reasonable discretion (in all other scenarios), the assets, licenses, operations, rights, product lines, businesses or interest of Purchaser, the Company or any of their respective Subsidiaries to be so sold, transferred, disposed of, divested, held separate or subject to any restriction or limitation; provided , further , that nothing in this Section 6.07(a) shall obligate Purchaser to agree to any such sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or holding separate, not conditioned on the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement or that shall take effect prior to the Effective Time. Notwithstanding anything to the contrary in this

Section 6.07, if requested by Purchaser in writing, the Company shall agree to take any of the actions referred to above if they are effective only after the Effective Time. For the avoidance of doubt, the Company shall not agree to any conditions, limitations, requirements or other restrictions described in clauses (A) or (B) above without the prior written consent of Purchaser. If (i) the U.S. Federal Trade Commission (the “ FTC ”) or the Antitrust Division of the Department of Justice (the “ DOJ ”) issues a request for additional information and documentary material (a “ Second Request ”) under the HSR Act or (ii) the Commissioner of Competition or his/her designated representative(s) (the “ Commissioner ”) issues a supplemental information request (a “ SIR ”) pursuant to S.114(2) of the Competition Act, in either case in relation to the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement, each of the Company and Purchaser shall take all such measures as may be reasonably necessary to limit the scope of such Second Request or SIR, use its reasonable best efforts to certify substantial compliance with such Second Request or SIR as promptly as practicable and otherwise to respond to and seek to resolve any requests for information, documents, data or testimony made by the FTC or the DOJ under the HSR Act or the Commissioner under the Competition Act. Each party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and the Competition Act and shall use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and the Competition Act as promptly as practicable.

(b) Subject to Sections 6.07(a) and 6.07(d), each of Purchaser, on the one hand, and the Company, on the other hand, shall in connection with the reasonable best efforts referenced in Section 6.07(a) to obtain all requisite Consents for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other party and/or its counsel informed on a current basis of any communication received by such party from, or given by such party to, the FTC, DOJ, the Commissioner or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iii) permit the other party and/or its counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC, the Commissioner or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent not prohibited by the DOJ, the FTC, the Commissioner or such other Governmental Entity or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences.

(c) Subject to Sections 6.07(a) and 6.07(d), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging any transaction contemplated by this Agreement or any other agreement contemplated hereby, each of Purchaser and the

Company shall (i) cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement so as to permit such consummation no later than the third Business Day before the Outside Date, and (ii) defend, at its cost and expense, any such actions or proceedings, whether judicial or administrative, against it or its Affiliates in connection with the transactions contemplated by this Agreement.

(d) Notwithstanding anything in this Agreement to the contrary, with respect to the matters covered in this Section 6.07, it is agreed that Purchaser, after consulting with the Company and considering the Company’s views in good faith, shall make all decisions, lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by or from, any Governmental Entity, including determining the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other actions challenging, the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement; provided that Purchaser shall give the Company the opportunity to participate in such discussions, negotiations or other proceedings to the extent not prohibited by applicable Law. At Purchaser’s request and expense, the Company agrees to take all reasonable actions Purchaser reasonably deems prudent in order to reasonably assist Purchaser in obtaining any actions, consents, undertakings, approvals or waivers by or from any Governmental Entity for or in connection with, and to reasonably assist Purchaser in litigating or otherwise contesting any objections to or proceedings or other actions challenging, the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement. The Company shall not permit any of its Representatives to participate in any meeting with any Governmental Entity in respect of any filings, investigation, proceeding or other matters related to this Agreement or the transactions contemplated hereby unless the Company consults with Purchaser in advance and, to the extent permitted by such Governmental Entity, gives Purchaser the opportunity to attend and lead the discussions at such meeting. The Company agrees that, at the sole discretion and direction of Purchaser (and at Purchaser’s expense), it shall agree to any and all divestitures or other remedies relating to itself or any of its Subsidiaries that are necessary to obtain the Antitrust Consents; provided , however , that nothing in this Section 6.07(d) shall obligate the Company to agree to any such divestiture or any other remedy not conditioned on the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement where such divestiture or other remedy would involve any cost to the Company that is not reimbursed by Purchaser.

SECTION 6.08. Directors’ and Officers’ Indemnification and Insurance . (a) From and after the Effective Time, Purchaser agrees that it will indemnify and hold harmless each individual that, as of the Effective Time, is a present or former director or

officer of the Company or any of its Subsidiaries (in each case, to the extent they acted in such capacity) (collectively, the “ Indemnified Parties ”), from and against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “ Costs ”) incurred by such individual in such capacity in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement or otherwise), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter and the Company Bylaws, in each case as in effect on the date of this Agreement, to indemnify such individual (and Purchaser shall also advance expenses as incurred by such individual in connection therewith to the fullest extent permitted under applicable Law; provided, that such individual provides an undertaking to repay such advances if it is ultimately determined that such individual is not entitled to indemnification); provided , however , that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law, the Company Charter and/or the Company Bylaws shall be made by independent counsel selected by Purchaser.

(b) Subject to Section 6.08(e), any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.08 with respect to any claim, action, suit, proceeding or investigation, shall notify Purchaser of such claim, action, suit, proceeding or investigation promptly after becoming aware thereof, but the failure to so notify shall not relieve Purchaser of any liability it may have to such Indemnified Party except to the extent such failure actually prejudices Purchaser. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Purchaser shall have the right to assume the defense thereof at its expense with counsel selected by the independent directors of Purchaser and Purchaser shall not be liable to the Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Purchaser elects not to assume such defense or counsel for the Indemnified Parties reasonably advises that there are issues which raise conflicts of interest between Purchaser, on the one hand, and the Indemnified Parties, on the other hand, the Indemnified Parties may retain counsel satisfactory to them and Purchaser shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however , that notwithstanding the foregoing Purchaser shall not be obligated pursuant to this paragraph (b) to pay for more than one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest, in which case Purchaser shall only be obligated to pay for the fewest number of counsels necessary to avoid such conflicts of interest, (ii) the Indemnified Parties will reasonably cooperate in the defense of any such matter and (iii) Purchaser shall not be liable for any settlement effected without its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); and provided , further , that

notwithstanding the foregoing, Purchaser shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited or not permitted by applicable Law, the Company Charter and/or the Company Bylaws, in each case as in effect as of the date hereof. Notwithstanding the foregoing, Purchaser shall not settle, compromise or consent to the entry of any judgment in any claim, action suit, proceeding or investigation pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification is being sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action suit, proceeding or investigation.

(c) Purchaser hereby acknowledges that the Indemnified Parties may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons. Purchaser hereby agrees that (i) Purchaser and the Surviving Corporation are the indemnitor of first resort (i.e., their obligations to the Indemnified Parties are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any such Indemnified Party are secondary), (ii) Purchaser and the Surviving Corporation shall be required to advance the full amount of expenses incurred by any such Indemnified Party and shall be liable for the full indemnifiable amounts, without regard to any rights any such Indemnified Party may have against any such other person and (iii) Purchaser and the Surviving Corporation irrevocably waive, relinquish and release such other Persons from any and all claims against any such other persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Purchaser and Surviving Corporation further agrees that no advancement or payment by any of such other persons on behalf of any such Indemnified Party with respect to any claim for which such Indemnified Party has sought indemnification from the Surviving Corporation shall affect the foregoing and such other persons shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Party against the Surviving Corporation.

(d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Company Charter or the Company Bylaws or other organizational documents of the Company or any of its Subsidiaries or Purchaser or the Surviving Corporation or any of its Subsidiaries, any other indemnification agreement or arrangement, the DGCL or otherwise. In the event that Purchaser or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any person, then, and in each such case, Purchaser shall cause proper provision to be made so that the successors and assigns of Purchaser shall expressly assume the obligations set forth in this Section 6.08.

(e) For six years after the Effective Time, Purchaser shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance (providing only for the Side A Coverage for Indemnified Parties where the existing policies include Side B coverage for the Company) in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Purchaser), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date of this Agreement; provided , however , that Purchaser may (i) substitute therefor policies of Purchaser containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) obtain one or more “tail” policies for all or any portion of the full six-year period; provided , further , that notwithstanding the foregoing, in no event shall Purchaser be required to expend in the aggregate an annual premium amount for directors’ and officers’ liability insurance pursuant to this Section 6.08(d) in excess of 250% of the annual premiums currently paid by the Company for its current directors’ and officers’ liability insurance; and provided , further , that if the annual premiums of such insurance coverage exceed such amount, Purchaser shall obtain a policy with the greatest coverage available for a cost not exceeding such amount.

(f) The provisions of this Section 6.08 are expressly intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

SECTION 6.09. Public Announcements . Purchaser and the Company (i) shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, including the Merger and the Subsequent Mergers and (ii) shall not issue any such press release or make any such public statement prior to such consultation, except in the case of clause (ii) only as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with the NYSE. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed between the parties.

SECTION 6.10. Stockholder Actions . Each Party shall promptly notify the other party in writing of any stockholder litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement that is brought, or, to the Knowledge of the Company or Purchaser (as applicable), threatened in writing, against the Company or Purchaser and/or the members of its respective board of directors prior to the Effective Time and shall keep such other party reasonably informed with respect to the status thereof. The Company shall consult with Purchaser with respect to, and shall

provide Purchaser with the opportunity to participate in (but not control the defense or settlement of) any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Purchaser’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

SECTION 6.11. Employee Matters .

(a) With respect to each employee benefit plan or program or service-based policy maintained by Purchaser, the Surviving Corporation or their Affiliates following the Effective Time and in which any of the employees of the Company and its Subsidiaries (the “ Company Employees ”) who continue to be employed by Purchaser, the Surviving Corporation or their Affiliates after the Effective Time, excluding any employees who are covered by a collective bargaining agreement (the “ Continuing Employees ”), participate after the Effective Time (the “ Purchaser Plans ”), for purposes of determining eligibility to participate, vesting and benefit accrual (but not with respect to calculation or accrual of benefits under any defined benefit program), service with the Company and its Subsidiaries prior to the Effective Time (or predecessor employers to the extent the Company and its Subsidiaries provide past service credit) shall be treated as if such service were with Purchaser and its Subsidiaries to the same extent that such service was recognized by the Company and its Subsidiaries immediately prior to the Effective Time under the comparable Company Plan; provided, that such crediting of service does not result in any duplication of benefits. Purchaser shall in accordance with applicable Law, and shall otherwise use its commercially reasonable efforts to, ensure that each applicable Purchaser Plan that is a group health plan shall waive eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations to the extent (i) similar limitations are already in effect with respect to a Continuing Employee that have been satisfied or waived under the corresponding Company Plan immediately prior to the Effective Time or not included under the corresponding Company Plan immediately prior to the Effective Time and (ii) permitted by the applicable insurance policy or otherwise under the Purchaser Plan. Prior to the Effective Time, if requested by Purchaser in writing, to the extent permitted by applicable Law and the terms of the applicable plan or arrangement, the Company shall (i) cause to be amended the employee benefit plans and arrangements of it and its Subsidiaries to the extent necessary to provide that no employees of Purchaser and its Subsidiaries shall commence participation therein following the Effective Time unless Purchaser or such Subsidiary explicitly authorizes such participation and (ii) cause the Company tax-qualified 401(k) plan to be terminated effective immediately prior to the Effective Time.

(b) Beginning at the Effective Time until December 31, 2012 (the “ Continuation Period ”), Purchaser shall, or shall cause the Surviving Corporation to, provide Continuing Employees with no less favorable salaries or wages, and short-term bonus or commission opportunities (it being understood that the components of commission opportunities may be modified to reflect modifications of employee’s duties and responsibilities made by Purchaser in its sole discretion) than as provided by the

Company and its Subsidiaries to such individual immediately prior to the Effective Time, and with other compensation opportunities and benefits (except equity based awards), that, taken as a whole, are substantially comparable in the aggregate to the compensation opportunities and benefits provided by the Purchaser and its Subsidiaries to comparably situated employees of Purchaser and its Subsidiaries; provided , that, if the Continuing Employees continue to receive the same compensation opportunities and benefits (except equity based awards) that were provided by the Company and its Subsidiaries immediately prior to the Effective Time, such action would not breach this Section 6.11(b).

(c) Purchaser shall, or shall cause the Surviving Corporation and each of their respective Affiliates to, honor all Company Plans (including all severance, change of control and similar plans and agreements) in accordance with their terms as in effect immediately prior to the Effective Time, subject to any amendment or termination thereof that may be permitted by such Company Plans; provided , that nothing herein shall prevent the amendment or termination of any specific plan, program policy, agreement or arrangement, or interfere with Purchaser’s, the Surviving Corporation’s or any of their respective Affiliates’ rights or obligations to make such changes as are necessary to comply with applicable Law. Notwithstanding the foregoing, Purchaser shall provide each Continuing Employee who suffers a termination of employment during the Continuation Period under circumstances that would have given the Continuing Employee a right to severance payments and benefits under the Company’s severance policy or individual employment, severance or separation agreement or other arrangement in effect immediately prior to the Effective Time and as set forth on Section 6.11(c) of the Company Disclosure Letter (each, a “ Company Severance Plan ”) with severance payments and benefits no less favorable than those that would have been provided to such Continuing Employee under the applicable Company Severance Plan, as calculated using the same salary or hourly wage rate or other compensation, as applicable, provided to such Continuing Employee immediately prior to the Effective Time, except as Purchaser or the Surviving Corporation, as applicable, and such Continuing Employee may otherwise agree in writing.

(d) With respect to any accrued but unused vacation time to which any Continuing Employee is entitled pursuant to the vacation policy or individual agreement or other arrangement applicable to such Continuing Employee immediately prior to the Effective Time and as set forth on Section 6.11(d) of the Company Disclosure Letter (the “ Vacation Policy ”), Purchaser shall, or shall cause the Surviving Corporation to, (i) allow such Continuing Employee to use such accrued vacation and (ii) if any Continuing Employee’s employment terminates during the Continuation Period, pay the Continuing Employee, in cash, an amount equal to the value of the accrued vacation time to the same extent that the Continuing Employee would have received a cash payment therefor under the Vacation Policy as in effect as of immediately prior to the Effective Time.

(e) The Purchaser and the Company acknowledge and agree that all provisions contained herein with respect to Continuing Employees are included for the sole benefit of the Purchaser and the Company and shall not create any right (1) in any other person, including Company Plans or any beneficiary thereof, or (2) to continued employment with the Purchaser or any of its Subsidiaries. Nothing in this Section 6.11, whether express or implied, shall constitute an amendment or other modification of any employee benefit plan, or limit the right of Purchaser or any of its Subsidiaries to amend, terminate or otherwise modify any employee benefit plan maintained by Purchaser or any of its Subsidiaries following the Effective Time.

(f) Prior to making any material broad-based communications in writing to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Purchaser with a copy of the intended communication and Purchaser shall have a reasonable period of time to review and comment on such communication.

SECTION 6.12. NYSE Listing and Delisting; Reservation for Issuance . Purchaser shall use its reasonable best efforts to cause the Purchaser Common Shares to be issued in the Merger (the “ Listed Purchaser Common Shares ”) to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date. Prior to the Closing Date, the Company shall cooperate with Purchaser and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable the delisting by Purchaser of the Company Common Shares from the NYSE and the deregistration of the Company Common Shares under the Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten (10) days after the Closing Date. Purchaser shall use its best efforts to cause the Company Common Shares to no longer be listed on the NYSE and deregistered under the Exchange Act as soon as practicable following the Effective Time.

SECTION 6.13. Section 16 Matters . The board of directors of the Company shall, prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt from the applicability thereof (i) the conversion of Company Common Shares and options to acquire Company Common Shares into Purchaser Common Shares and (ii) the acquisition of Purchaser Common Shares pursuant to the terms of this Agreement by officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of the Company who may become an officer or director of Purchaser subject to the reporting requirements of Section 16(a) of the Exchange Act.

SECTION 6.14. Takeover Laws . If any takeover statute is or may become applicable to this Agreement, the Merger, or any of the other transactions contemplated

by this Agreement, the Company and its board of directors shall use reasonable best efforts to take such actions as are necessary so that the Merger, and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement.

SECTION 6.15. Solvency Opinion . Purchaser shall engage a nationally recognized valuation firm reasonably acceptable to the Company (the “ Valuation Firm ”) at such time as is necessary in order that the Valuation Firm may provide an opinion at the Effective Time to the effect that the Surviving Corporation will be Solvent as of the Effective Time and immediately after the consummation of the Merger and the transactions contemplated by this Agreement (such opinion, the “ Solvency Opinion ”).

ARTICLE VII

CONDITIONS

SECTION 7.01. Conditions to Each Party’s Obligation to Effect the Merger . The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver by such party at or prior to the Effective Time of the following conditions:

(a) Stockholder Approvals . The Company shall have obtained the Company Stockholder Approval and Purchaser shall have obtained the Purchaser Stockholder Approval.

(b) Antitrust Consents . (i) The waiting period (and any extensions thereof) under the HSR Act applicable to the Merger shall have expired or been terminated and (ii) either (A) Purchaser shall have received an advance ruling certificate from the Commissioner under Subsection 102(1) of the Competition Act in respect of the transactions contemplated by this Agreement or (B) the waiting period applicable to the transactions contemplated by this Agreement under Section 123 of the Competition Act shall have expired or shall have been terminated by the Commissioner, and Purchaser shall have received a no-action letter from the Commissioner advising Purchaser in writing that the Commissioner does not intend to make an application under Section 92 of the Competition Act for an order in respect of the transactions contemplated by this Agreement (all consents required by this Section 7.01(b), the “ Required Governmental Consents ”).

(c) No Injunctions or Restraints . No court or other Governmental Entity of competent jurisdiction, in each case, that is located in the United States shall have enacted, issued, promulgated, enforced or entered any Law or Order or taken any other action (whether temporary, preliminary or permanent) that is in effect and makes illegal, restrains, enjoins or prohibits consummation of the Merger or the other material transactions contemplated by this Agreement on the terms contemplated by this Agreement (collectively, “ Restraining Orders ”).

(d) NYSE Listing . The Listed Purchaser Common Shares shall have been approved for listing on the NYSE, subject to official notice of issuance.

(e) Form S-4 . The Form S-4 shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceeding for that purpose shall have been initiated or threatened by the SEC.

(f) Solvency . The Purchaser and the Company shall have received the Solvency Opinion from the Valuation Firm.

(g) No Litigation . There shall not be pending any suit, action or proceeding by any Governmental Entity of competent jurisdiction seeking a Restraining Order, other than those the failure of which to obtain would not be reasonably likely to result in criminal sanctions against any party hereto, any Affiliate of such party or any director or employee of any of the foregoing.

SECTION 7.02. Conditions to Obligations of Purchaser . The obligation of Purchaser to effect the Merger is also subject to the satisfaction or waiver by Purchaser at or prior to the Effective Time of the following conditions:

(a) Representations and Warranties . The representations and warranties of the Company contained in Section 3.01(a) solely as it applies to the due incorporation and valid existence of the Company, the second sentence of Section 3.01(b), Section 3.03(a) and (b), Section 3.04, clause (i) of Section 3.05(a), Section 3.07(i), Section 3.17, Section 3.20 and Section 3.21 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly relates to a specified earlier date, in which case such representation and warranty need only be true and correct as of such specified earlier date), except for any failures of any representations and warranties in Section 3.03 that, individually or in the aggregate, are de minimis in nature and amount. All other representations and warranties of the Company contained in this Agreement shall be true and correct (without giving effect to any Material Adverse Effect or other materiality qualifications or limitations therein) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representations and warranties expressly relate to a specified date, in which case such representation and warranty need only be true and correct as of such specified earlier date), except for any failures of such representations and warranties to be so true and correct to the extent that such failures, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Purchaser shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.

(b) Performance of Obligations . The Company shall have performed or complied with, as applicable, in all material respects all obligations, agreements and

covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date, and Purchaser shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.

(c) Tax Opinion . Purchaser shall have received the opinion of Sullivan & Cromwell LLP, dated on the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Closing Date, the Company will not recognize any gain or loss in respect of the Merger. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of the Company and Purchaser, which the Company and Purchaser shall provide at such times as requested by such counsel.

(d) No Material Adverse Effect . Since the date of this Agreement, there shall not have occurred any change, event, circumstances or development that has had, or is reasonably likely to have, a Material Adverse Effect.

SECTION 7.03. Conditions to Obligation of the Company . The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver by the Company on or prior to the Effective Time of the following conditions:

(a) Representations and Warranties . The representations and warranties of Purchaser contained in Section 4.01(a) solely as it applies to the due incorporation and valid existence of Purchaser, the third sentence of Section 4.03, Section 4.04, Section 4.07(i) and Section 4.14 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly relates to a specified earlier date, in which case such representation and warranty need only be true and correct as of such specified earlier date). All other representations and warranties of Purchaser contained in this Agreement shall be true and correct (without giving effect to any Purchaser Material Adverse Effect or other materiality qualifications or limitations therein) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent any such representations and warranties expressly relate to a specified date, in which case such representation and warranty need only be true and correct as of such specified earlier date), except for any failures of such representations and warranties to be so true and correct to the extent that such failures, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. The Company shall have received a certificate signed on behalf of Purchaser by an executive officer of Purchaser to such effect.

(b) Performance of Obligations . Purchaser shall have performed or complied with, as applicable, in all material respects all obligations, agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Purchaser by an executive officer of Purchaser to such effect.

(c) No Purchaser Material Adverse Effect . Since the date of this Agreement, there shall not have occurred any change, event, circumstances or development that has had, or is reasonably likely to have, a Purchaser Material Adverse Effect.

(d) Tax Opinion . The Company shall have received the opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, dated on the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Closing Date, the Company will not recognize any gain or loss in respect of the Merger. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of the Company and Purchaser, which the Company and Purchaser shall provide at such times as requested by such counsel.

(e) Company Directors . Purchaser shall have taken, or caused to be taken, all actions required to be taken by Purchaser pursuant to Section 1.05 so that the individuals designated pursuant to Schedule 1.05 are appointed to the board of directors of the Surviving Corporation at the Effective Time.

SECTION 7.04. Frustration of Closing Conditions . Neither the Company nor Purchaser may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 7.01, Section 7.02 or Section 7.03, as the case may be, to be satisfied if such failure was materially contributed to by such party’s breach of any provision of this Agreement or failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 6.06 and Section 6.07.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

SECTION 8.01. Termination . This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval and Purchaser Stockholder Approval:

(a) by mutual written consent of Purchaser and the Company;

(b) by either Purchaser or the Company:

(i) if the Merger shall not have been consummated on or before June 15, 2012 (as it may be extended as set forth below, the “ Outside Date ”); provided , however , that if any of the conditions set forth in Article VII

shall not have been satisfied on or before June 15, 2012, the Outside Date may be extended until September 15, 2012, at the election of the Company or Purchaser by written notice to the other party; provided , further , however , that if the Marketing Period has not yet commenced, or has commenced but has not yet been completed, on or before June 15, 2012, the Outside Date may be extended until September 15, 2012, at the election of the Company or Purchaser by written notice to the other party; provided further , however , that the right to terminate this Agreement under this Section 8.01(b)(i) shall not be available to any party whose material breach of a representation, warranty, covenant or agreement in this Agreement has been a principal cause of the failure of the Merger to occur by the Outside Date;

(ii) if a Governmental Entity located in the United States or in Canada has denied approval of the Merger and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Restraining Order that has become final and nonappealable, in each case that would give rise to the failure of a condition set forth in Section 7.01(b) or 7.01(c);

(iii) if the vote of the stockholders of the Company on the adoption of this Agreement at the Company Stockholders Meeting (or any adjournment, postponement or recess thereof) shall have been taken and completed and the Company Stockholder Approval shall not have been obtained; or

(iv) if the vote of the stockholders of Purchaser on the adoption of this Agreement and approval and authorization of the Purchaser Share Issuance at the Purchaser Stockholders Meeting (or any adjournment, postponement or recess thereof) shall have been taken and completed and the Purchaser Stockholder Approval shall not have been obtained;

(c) by Purchaser, if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement or any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, failure to perform or untruth (i) would give rise to the failure of a condition set forth in Section 7.02(a) or 7.02(b) (assuming, in the case of any untruth, that such subsequent date was the Closing Date) and (ii) is not capable of being cured prior to the Closing or, if capable of being cured, shall not have been cured by the Company by the earlier of (A) the Outside Date and (B) the 30th calendar day following receipt of written notice of such breach or failure to perform from Purchaser; provided, however , that Purchaser shall not be entitled to terminate this Agreement under this Section 8.01(c) if Purchaser is then in breach of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition to Closing set forth in Section 7.03(a) or Section 7.03(b) (assuming, in the case of any untruth, that such subsequent date was the date of termination);

(d) by the Company, if Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement or any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.03(a) or 7.03(b) (assuming, in the case of any untruth, that such subsequent date was the Closing Date) and (ii) is not capable of being cured prior to the Closing or, if capable of being cured, shall not have been cured by Purchaser by the earlier of (A) the Outside Date and (B) the 30th calendar day following receipt of written notice of such breach or failure to perform from the Company; provided, however , that the Company shall not be entitled to terminate this Agreement under this Section 8.01(d) if the Company is then in breach of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition to Closing set forth in Section 7.02(a) or Section 7.02(b) (assuming, in the case of any untruth, that such subsequent date was the date of termination);

(e) by Purchaser, if (i) the board of directors of the Company makes a Company Adverse Recommendation Change, (ii) a tender offer or exchange offer for the outstanding Company Common Shares is commenced, or a proposal is made, that would, in each case, if consummated, constitute a Company Acquisition Proposal and the board of directors of the Company shall have failed to recommend against acceptance of such tender offer, exchange offer or proposal to its stockholders (including, for these purposes, by taking any position contemplated by Rule 14e-2 of the Exchange Act other than recommending rejection of such tender offer, exchange offer or proposal) within ten (10) Business Days after the commencement of such tender offer or exchange offer or the board of directors of the Company recommends that the stockholders of the Company tender their Company Common Shares in such tender or exchange offer, (iii) the Company breaches Section 6.04 in any material respect, (iv) the board of directors of the Company shall have failed to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus distributed to stockholders or (v) the board of directors of the Company formally resolves to take or publicly announces an intention to take any of the foregoing actions;

(f) by the Company, if (i) the board of directors of Purchaser shall have made a Purchaser Adverse Recommendation Change, (ii) a tender offer or exchange offer for the outstanding Purchaser Common Shares is commenced, or a proposal is made, that would, in each case, if consummated, constitute a Purchaser Acquisition Proposal and the board of directors of Purchaser shall have failed to recommend against acceptance of such tender offer, exchange offer or proposal to its stockholders (including, for these purposes, by taking any position contemplated by Rule 14e-2 of the Exchange Act other than recommending rejection of such tender offer, exchange offer or proposal) within ten (10) Business Days after the commencement of such tender offer or exchange

offer or the board of directors of Purchaser recommends that the stockholders of Purchaser tender their Purchaser Common Shares in such tender or exchange offer, (iii) Purchaser breaches Section 6.05 in any material respect, (iv) the board of directors of Purchaser shall have failed to include the Purchaser Board Recommendation in the Joint Proxy Statement/Prospectus distributed to stockholders or (v) the board of directors of Purchaser formally resolves to take or publicly announces an intention to take any of the foregoing actions;

(g) by the Company, if all of the conditions to the Closing set forth in Section 7.01 and Section 7.02 have been satisfied (other than (i) any condition the failure of which to be satisfied is attributable to a breach by Purchaser of its representations, warranties, covenants or agreements contained in this Agreement, (ii) the condition in the Section 7.01(f) (which may or may not be satisfied) or (iii) conditions that by their terms are to be satisfied at the Closing and which were in the case of this clause (iii), at the time of termination, capable of being satisfied at such time) and Purchaser has failed to consummate the Closing on the date the Closing should have occurred pursuant to Section 1.02 (assuming for purposes of this Section 8.01(g) that Section 7.01(f) was satisfied);

(h) by the Company, pursuant to and in accordance with the terms and conditions of Section 6.04(c);

(i) by Purchaser, pursuant to and in accordance with the terms and conditions of Section 6.05(c);

(j) by Purchaser or the Company, if (i) all of the conditions to the Closing set forth in Section 7.01 and Section 7.02 have been satisfied (other than Section 7.01(f) and conditions that by their terms are to be satisfied at the Closing and which were, at the time of termination, capable of being satisfied at such time)), (ii) Purchaser is obligated to effect the Closing pursuant to Section 1.02 (assuming for purposes of this Section 8.01(j) that Section 7.01(f) was satisfied) and (iii) the Valuation Firm fails to deliver the Solvency Opinion as of the date the Closing should have occurred pursuant to Section 1.02; or

(k) by Purchaser, if the Company, following Purchaser’s request, fails to provide, prior to the date that is 160 days after the date hereof, Required Information that is Compliant thereafter throughout the Required Information Period, and, as a result, (1) Purchaser is unable to satisfy the conditions precedent specified in Sections 1(c) and 2(a) of Exhibit F of the Financing Commitment and (2) the Financing Commitment is not available to Purchaser at Closing, it being understood that no Financing Failure Fee would be payable as a result of such termination.

SECTION 8.02. Effect of Termination . (a) In the event of termination of this Agreement by either the Company or Purchaser as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or

obligation on the part of Purchaser or the Company under this Agreement, other than Section 3.24, Section 4.20, Section 6.03, the last two sentences of Section 6.06(c), Section 8.01, this Section 8.02 and Article IX, which provisions shall survive such termination; provided , however , that no such termination shall relieve any party from any liability or damages resulting from any Fraud or the willful and material breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement (which, solely in the case of damages sought by the Company, may be based, among other things, on the consideration that would have otherwise been payable to the stockholders of the Company pursuant to this Agreement or based on loss of market value or stock price of the Company).

(b) In the event that this Agreement is terminated (i) by Purchaser pursuant to Section 8.01(e), (ii) by the Company pursuant to Section 8.01(h) or (iii) by the Company pursuant to Section 8.01(b)(i) or Section 8.01(b)(iii), in each case in this clause 8.02(b)(iii) at a time when Purchaser had the right to terminate this Agreement pursuant to Section 8.01(e), then the Company shall (i) pay Purchaser a fee equal to $60,000,000 (the “ Termination Fee ”) by wire transfer of same-day funds no later than the second Business Day following the date of such termination and (ii) reimburse Purchaser for all documented out-of-pocket expenses incurred by it or any of its Subsidiaries in connection with this Agreement and the transactions contemplated hereby up to a maximum amount of $20,000,000 (collectively, the “ Reimbursable Expenses ”) by wire transfer of same-day funds no later than the second Business Day after the Company receives the documentation therefor.

(c) In the event that this Agreement is terminated by Purchaser or the Company pursuant to Section 8.01(b)(iii) (other than a termination pursuant to which Section 8.02(b) applies, in which case the provisions of Section 8.02(b) shall apply), then the Company shall reimburse Purchaser for all Reimbursable Expenses by wire transfer of same-day funds no later than the second Business Day after the Company receives the documentation therefor.

(d) In the event that a Company Acquisition Proposal shall have been made to the Company or any of its Subsidiaries or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make a Company Acquisition Proposal (and, in the case of a termination pursuant to Section 8.01(b)(iii), such Company Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification at least five Business Days prior to the date on which the vote referred to in such Section is taken and completed), and thereafter this Agreement is terminated (i) by either Purchaser or the Company pursuant to Section 8.01(b)(i) or Section 8.01(b)(iii) or (ii) by Purchaser pursuant to Section 8.01(c) (with respect to breaches of covenants, but not representations and warranties), then if at any time prior to the date that is 12 months after the date of any such termination, the Company or any of its Subsidiaries enters into any definitive agreement providing for, or the Company approves, recommends to its stockholders or does not oppose, any Company Acquisition Proposal or any Company Acquisition

Proposal is consummated (in each case regardless of whether such Company Acquisition Proposal was made or consummated, before or after termination of this Agreement), then the Company shall pay to Purchaser, by wire transfer of same-day funds, the Termination Fee on the date of the first to occur of such entry or consummation. Solely for purposes of this Section 8.02(d), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.04 except that all references to “15% or more” therein shall be deemed to be references to “a majority”.

(e) In the event that this Agreement is terminated (i) by Purchaser pursuant to Section 8.01(b)(i) at a time when the Company would have been entitled to terminate this Agreement pursuant to Section 8.01(g) or (j), (ii) by the Company pursuant to Section 8.01(g) or (iii) by Purchaser or the Company pursuant to Section 8.01(j), then Purchaser shall (i) pay the Company a fee equal to $107,500,000 (the “ Financing Failure Fee ”) by wire transfer of same-day funds no later than the second Business Day following the date of such termination and (ii) reimburse the Company for all Reimbursable Expenses by wire transfer of same-day funds no later than the second Business Day after the Company receives the documentation therefor.

(f) In the event that this Agreement is terminated (i) by the Company pursuant to Section 8.01(f) or (ii) by Purchaser pursuant to Section 8.01(b)(i) or Section 8.01(b)(iv), in each case in this clause 8.02(f)(ii) at a time when the Company had the right to terminate this Agreement pursuant to Section 8.01(f) or (iii) by the Purchaser pursuant to 8.01(i), then Purchaser shall (i) pay the Company the Termination Fee by wire transfer of same-day funds no later than the second Business Day following the date of such termination and (ii) reimburse the Company for all Reimbursable Expenses by wire transfer of same-day funds no later than the second Business Day after Purchaser receives the documentation therefor.

(g) In the event that this Agreement is terminated by Purchaser or the Company pursuant to Section 8.01(b)(iv) (other than a termination pursuant to which Section 8.02(f) applies, in which case the provisions of Section 8.02(f) shall apply), then Purchaser shall reimburse the Company for all Reimbursable Expenses by wire transfer of same-day funds no later than the second Business Day after Purchaser receives the documentation therefor.

(h) In the event that a Purchaser Acquisition Proposal shall have been made to Purchaser or any of its Subsidiaries or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make a Purchaser Acquisition Proposal (and, in the case of a termination pursuant to Section 8.01(b)(iv), such Company Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn without qualification at least five Business Days prior to the date on which the vote referred to in such Section is taken and completed), and thereafter this Agreement is terminated (i) by either the Company or Purchaser pursuant to Section 8.01(b)(i) or Section 8.01(b)(iv) or (ii) by the Company pursuant to Section 8.01(d) (with respect to breaches of covenants, but not

representations and warranties), then if at any time prior to the date that is 12 months after the date of any such termination, Purchaser or any of its Subsidiaries enters into any definitive agreement providing for, or Purchaser approves, recommends to its stockholders or does not oppose, any Purchaser Acquisition Proposal or any Purchaser Acquisition Proposal is consummated (in each case regardless of whether such Purchaser Acquisition Proposal was made or consummated, before or after termination of this Agreement), then Purchaser shall pay to the Company, by wire transfer of same-day funds, the Termination Fee on the date of the first to occur of such entry or consummation. Solely for purposes of this Section 8.02(d), the term “Purchaser Acquisition Proposal” shall have the meaning assigned to such term in Section 6.04 except that all references to (i) “15% or more” therein shall be deemed to be references to “a majority” and (ii) proposals, offers, inquiries or indications of interest referenced therein shall include any such proposal, offer, inquiry or indication of interest (x) made by Purchaser in respect of any person or group or (y) made by any person or group in respect of Purchaser.

(i) The Company and Purchaser acknowledge and agree that the agreements contained in Sections 8.02(b), (c), (d), (e), (f), (g) and (h) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Purchaser would not have entered this Agreement; accordingly if the Company or Purchaser, as applicable, fails promptly to pay the amount due pursuant to Sections 8.02(b), (c), (d), (e), (f), (g) and (h) (or any portion thereof), and, in order to obtain such payment, the other party hereto commences a suit that results in a judgment against the other party hereto for the Termination Fee or the Financing Failure Fee (or any portion thereof), as applicable, the Company or Purchaser, as applicable, shall pay to the other party hereto its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of such fee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A., in effect on the date such payment was required to be made.

(j) Notwithstanding anything to the contrary in this Agreement, (A) in the event that the Termination Fee is paid by the Company to, and accepted by, Purchaser in accordance with this Section 8.02, the payment of such fee shall be the sole and exclusive remedy of the Purchaser Related Parties against the Company Related Parties and the Company Related Parties shall not have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided , that the foregoing shall not impair the rights of Purchaser, if any, to obtain injunctive relief pursuant to Section 9.11 prior to any termination of this Agreement and (B) in the event that the Termination Fee is paid by the Purchaser to, and accepted by, the Company in accordance with this Section 8.02, the payment of such fee shall be the sole and exclusive remedy of the Company Related Parties against the Purchaser Related Parties and the Purchaser Related Parties shall not have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided , that the foregoing shall not impair the rights of the Company, if any, to obtain injunctive relief pursuant to Section 9.11 prior to any termination of this

Agreement. In the event that the Financing Failure Fee is paid to, and accepted by, the Company in accordance with this Section 8.02, the payment of such fee shall be the sole and exclusive remedy of the Company Related Parties against the Purchaser Related Parties and the Purchaser Related Parties shall not have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided , that the foregoing shall not impair the rights of the Company, if any, to obtain injunctive relief pursuant to Section 9.11 prior to any termination of this Agreement. Notwithstanding the foregoing, Purchaser shall remain liable hereunder for any reimbursement or indemnification obligations of Purchaser under Section 6.06(c).

SECTION 8.03. Amendment . Subject to the provisions of applicable Law, at any time prior to the Effective Time, this Agreement may be amended, modified or supplemented in writing by the parties hereto, by action of the board of directors of the respective parties; provided, however , that no amendment that requires further stockholder approval under applicable Law after stockholder approval hereof shall be made without such required further approval. Notwithstanding anything to the contrary in the foregoing sentence, Section 8.02 (Effect of Termination), this Section 8.03 (Amendment), Section 9.08 (Entire Agreement; No Third-Party Beneficiaries), 9.09 (Governing Law), 9.11 (Specific Enforcement; Consent to Jurisdiction) and 9.12 (Waiver of Jury Trial), may not be amended in a manner adverse to or that impacts the sources of the Financing without the written consent of the Financing Sources. This Agreement may not be amended except by an instrument in writing signed by each of the parties.

SECTION 8.04. Extension; Waiver . At any time prior to the Effective Time, the parties may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered pursuant hereto or (c) to the extent permitted by applicable Law, waive compliance with any of the agreements of the other parties or any of the conditions for its benefit contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or applicable Law shall not constitute a waiver of such rights and, except as otherwise expressly provided in this Agreement, no single or partial exercise by any party to this Agreement of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement or applicable Law.

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01. Nonsurvival of Representations and Warranties . None of the representations (other than Section 3.24 and Section 4.20), warranties or covenants contained in this Agreement or in any instrument delivered pursuant to this Agreement

shall survive the Effective Time; provided , however , that notwithstanding the foregoing, this Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time (including Section 6.08) or this Article IX.

SECTION 9.02. Fees and Expenses . Except as provided in the last two sentences of Section 6.06(c) and Section 8.02, all fees and expenses (including fees and expenses of the parties’ legal and financial advisors and those relating to due diligence) incurred in connection with this Agreement, the Merger, and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses (including fees payable with respect to filing a Notification and Report Form pursuant to the HSR Act and to obtain any other Antitrust Consents), whether or not the Merger is consummated, except that expenses incurred in connection with the printing and mailing of the Joint Proxy Statement/Prospectus and the filing fee for the Form S-4 shall be paid one half by Purchaser and one half by the Company.

SECTION 9.03. Notices . Except for notices that are specifically required by the terms of this Agreement to be delivered orally, all notices, requests, claims, demands, instructions and other communications or documents given hereunder shall be in writing and shall be delivered personally or sent by registered or certified mail (postage prepaid), facsimile or overnight courier to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)

if to Purchaser, to:

United Rentals, Inc.

Five Greenwich Office Park

Greenwich, CT 06831

Fax: 203-618-7252

Attention: Jonathan Gottsegen

with a copy (which shall not constitute notice) to :

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Fax: (212) 558-3588

Attention: Francis J. Aquila

George

J. Sampas

(b)

if to the Company, to:

RSC Holdings Inc.

6929 E. Greenway Parkway

Scottsdale, AZ 85254

Fax: (480) 905-3413

Attention: Kevin Groman

with a copy (which shall not constitute notice) to :

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Fax: (212) 757-3990

Attention: Robert B. Schumer

Ariel J. Deckelbaum

Justin G. Hamill

Any notice, request, claim, instruction or other communication or document given as provided above shall be deemed given to the receiving party upon (i) if delivered personally, actual receipt, (ii) if sent by registered or certified mail, three Business Days after deposit in the mail, (iii) if sent by facsimile, upon confirmation of successful transmission if within one Business Day after such facsimile has been sent such notice, request, claim, instruction or other communication or document is also given by one of the other methods described above and (iv) if sent by overnight courier, on the next Business Day after deposit with the overnight courier.

SECTION 9.04. Definitions . For the purposes of this Agreement, the following terms shall have the meanings assigned below:

(a) “ Affiliate ” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

(b) “ Antitrust Law ” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, the Competition Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

(c) “ Business Day ” means any day ending at 11:59 p.m. (Eastern time) that is not a Saturday, Sunday or a day on which banking institutions are required or authorized by law or executive order to be closed in New York, New York.

(d) “ Company Related Parties ” means (i) the Company and its Subsidiaries, (ii) the former, current and future holders of any equity, partnership or

limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assignees of the Company or its Subsidiaries or (iii) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing.

(e) “ Convertible Securities ” means, with respect to any person, any securities, options, warrants or other rights of, or granted by, such person or any of its Affiliates that are convertible into, or exercisable or exchangeable for, or evidencing the rights to subscribe for, any Equity Securities of such person or any of its Affiliates.

(f) “ Equity Securities ” means, with respect to any person, any capital stock of, or other equity interests in, such person.

(g) “ Financing Sources ” means the persons (other than the Company or any of its Subsidiaries or any of their respective Affiliates or controlling persons) that (x) are party to the Financing Commitment and documentation therefor and the other related letters contemplated therein (and, without limiting Section 6.06, their respective successors and permitted assigns), and (y) the persons that have committed to provide or otherwise entered into definitive financing documents contemplated by the Financing Commitment and documentation therefor and the other related letters contemplated therein (and, without limiting Section 6.06, their respective successors and permitted assigns), and, in each case, each of the foregoing persons’ respective employees, officers, agents, affiliates, advisors, consultants and other representatives.

(h) “ Fraud ” means, with respect to the Company or Purchaser, the actual and intentional fraud with respect to the making of any representation or warranty in Article III or Article IV, as applicable, which shall only be deemed to exist if the person (which with respect to the Company shall be deemed to refer only to the individuals identified in Section 9.04(i) of the Company Disclosure Letter and with respect to Purchaser shall be deemed to refer only to the individuals identified in Section 9.04(i) of the Purchaser Disclosure Letter) making such representation or warranty had actual knowledge (as opposed to imputed or constructive knowledge) that such representation or warranty (as qualified by the Company Disclosure Letter, with respect to the Company, and the Purchaser Disclosure Letter, with respect to Purchaser) was actually and intentionally breached in any material respect when made.

(i) “ Knowledge ” means, with respect to any matter in question, with respect to the Company, the actual collective knowledge of any of those persons set forth in Section 9.04(i) of the Company Disclosure Letter and, with respect to Purchaser, the actual knowledge of any of those persons set forth in Section 9.04(i) of the Purchaser Disclosure Letter.

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(j) “ Law ” means any federal, state, local or foreign statute, common law, ordinance, rule, regulation, agency requirement or Order of, or issued, promulgated or entered into by or with, any Governmental Entity.

(k) “ Material Adverse Effect ” means any change, event, effect, development, state of facts, condition, occurrence or circumstance which, individually or in the aggregate, (i) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than (x) any such change, event, effect, development, state of facts, condition, occurrence or circumstance to the extent resulting from (A) any changes after the date of this Agreement in general economic, or financial, credit, capital or banking markets or conditions (including any disruption thereof), (B) any changes after the date of this Agreement in interest, currency or exchange rates or the price of any security, commodity or market index, (C) any changes in the conditions generally affecting the industries in which the Company and its Subsidiaries operate, (D) any changes in legal or regulatory conditions, including changes or proposed changes in Law, GAAP or other accounting principles or requirements, or the interpretation or enforcement thereof, (E) any decrease of the ratings or the ratings outlook for the Company or any of its Subsidiaries by any applicable rating agency and the consequences of such ratings or outlook decrease (it being understood, however, that the exception in this clause (E) shall not apply to the underlying causes giving rise to or contributing to any such decrease or prevent any of such underlying causes from being taken into account in determining whether a Material Adverse Effect has occurred), (F) any change resulting from the announcement of this Agreement, including any loss of, or adverse change in, the relationship of the Company and/or its Subsidiaries with any persons with whom they transact business (provided that the exception in this clause (F) shall not be deemed to apply to references to “Company Material Adverse Effect” in the representations and warranties set forth in Section 3.05), (G) any outbreak, escalation or occurrence after the date of this Agreement of major hostilities in which the United States is involved or any acts of terrorism within the United States or directed against its facilities or citizens wherever located, (H) the existence, occurrence or continuation of any force majeure events, including any earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters, (I) compliance by the Company and its Subsidiaries with the terms of this Agreement, including the failure to take any action restricted by this Agreement or (J) any actions taken, or not taken, by the Company or any of its Subsidiaries with the consent or waiver of Purchaser; provided , however , that the foregoing clauses (A), (B), (C), (G) and (H) shall not apply to the extent that any such change, effect, event, development, state of facts, condition, occurrence or circumstance disproportionately affects the Company and/or its Subsidiaries relative to other participants in the industries in which the Company and its Subsidiaries participate (but only to the extent of such disproportionality), or (y) any failure, in and of itself, of the Company to meet any internal or analyst projections, forecasts or estimates of revenue or earnings or any decrease in the market price or trading volume of the Company Common Shares (it being understood, however, that the exception in this clause (y) shall not apply to the underlying causes giving rise to or contributing to any such failure or decrease or

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prevent any of such underlying causes from being taken into account in determining whether a Material Adverse Effect has occurred); or (ii) has prevented, materially delayed or materially impaired and would reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement.

(l) “ Order ” means any order, decision, writ, injunction, decree, judgment, legal or arbitration award, stipulation, license, permit or agreement issued, promulgated or entered into by or with (or settlement or consent agreement subject to) any Governmental Entity.

(m) “ Permitted Liens ” means (a) Liens for Taxes not yet delinquent or the amount or validity of which is being contested in good faith and for which appropriate reserves have been established, (b) statutory Liens of landlords with respect to Leased Real Property, none of which, individually or in the aggregate, materially detract from the value of the Real Property or interfere in any material respect with the present use of or occupancy of the affected parcel by the Company or any of its Subsidiaries or the conduct of the business of the Company and its Subsidiaries as presently conducted, (c) Liens of carriers, warehousemen, mechanics, materialmen, repairmen and similar Liens incurred in the ordinary course of business and not yet delinquent, (d) zoning, entitlement, building and other land use Liens which are not violated by the current use of or occupancy of the Real Property, (e) other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, materially detract from the value of the Real Property or interfere in any material respect with the present use of or occupancy of the affected parcel by the Company or any of its Subsidiaries or the conduct of the business of the Company and its Subsidiaries as presently conducted and (f) Liens securing indebtedness or liabilities that are reflected in the Company SEC Reports.

(n) “ person ” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

(o) “ Purchaser Material Adverse Effect ” means any change, event, effect, development, state of facts, condition, occurrence or circumstance which, individually or in the aggregate, (i) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Purchaser and its Subsidiaries, taken as a whole, other than (x) any such change, event, effect, development, state of facts, condition, occurrence or circumstance to the extent resulting from (A) any changes after the date of this Agreement in general economic or financial, credit, capital or banking markets or conditions (including any disruption thereof), (B) any changes after the date of this Agreement in interest, currency or exchange rates or the price of any security, commodity or market index, (C) any changes in the conditions generally affecting the industries in which Purchaser and its Subsidiaries

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operate, (D) any changes in legal or regulatory conditions, including changes or proposed changes in Law, GAAP or other accounting principles or requirements, or the interpretation or enforcement thereof, (E) any decrease of the ratings or the ratings outlook for Purchaser or any of its Subsidiaries by any applicable rating agency and the consequences of such ratings or outlook decrease (it being understood, however, that the exception in this clause (E) shall not apply to the underlying causes giving rise to or contributing to any such decrease or prevent any of such underlying causes from being taken into account in determining whether a Purchaser Material Adverse Effect has occurred), (F) any change resulting from the announcement of this Agreement, including any loss of, or adverse change in, the relationship of Purchaser and/or its Subsidiaries with any persons with whom they transact business (provided that the exception in this clause (F) shall not be deemed to apply to references to “Purchaser Material Adverse Effect” in the representations and warranties set forth in Section 4.05), (G) any outbreak, escalation or occurrence after the date of this Agreement of major hostilities in which the United States is involved or any acts of terrorism within the United States or directed against its facilities or citizens wherever located, (H) the existence, occurrence or continuation of any force majeure events, including any earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters, (I) compliance by Purchaser and its Subsidiaries with the terms of this Agreement, including the failure to take any action restricted by this Agreement or (J) any actions taken, or not taken, by Purchaser or any of its Subsidiaries with the consent or waiver of the Company; provided , however , that the foregoing clauses (A), (B), (C), (G) and (H) shall not apply to the extent that any such change, effect, event, development, state of facts, condition, occurrence or circumstance disproportionately affects Purchaser and/or its Subsidiaries relative to other participants in the industries in which Purchaser and its Subsidiaries participate (but only to the extent of such disproportionality), or (y) any failure, in and of itself, of Purchaser to meet any internal or analyst projections, forecasts or estimates of revenue or earnings or any decrease in the market price or trading volume of the Purchaser Common Shares (it being understood, however, that the exception in this clause (y) shall not apply to the underlying causes giving rise to or contributing to any such failure or decrease or prevent any of such underlying causes from being taken into account in determining whether a Purchaser Material Adverse Effect has occurred); or (ii) has prevented, materially delayed or materially impaired and would reasonably be expected to prevent, materially delay or materially impair the ability of Purchaser to consummate the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement.

(p) “ Purchaser Related Parties ” means (i) Purchaser and its Subsidiaries, (ii) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assignees of Purchaser or its Subsidiaries or (iii) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing, except, in each case, if any such person is a Financing Source.

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(q) “ Representatives ” means, with respect to any person, such person’s directors, officers, employees, agents and representatives acting on such person’s behalf, including any such investment banker, financial advisor, attorney, accountant or other advisor, agent, representative, intermediary or Affiliate.

(r) “ Solvent ” means, when used with respect to any person, that, on a consolidated basis as of any date of determination, (i) the fair value of the assets of such person will, as of such date, exceed the amount of all liabilities of such person, as of such date, as such amounts are determined in accordance with applicable Law governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such person will, as of such date, be greater than the amount that will be required to pay the liabilities of such person on its debts as such debts become absolute and matured, (iii) such person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business and (iv) such person has not incurred debts beyond its ability to pay such debts as they mature. For purposes of this definition, (A) “debt” means liability on a “claim” and (B) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. The amount of liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual or matured liability.

(s) “ Subsidiary ” of any person, means any person (i) of which such person, directly or indirectly, owns securities or other equity interests representing more than fifty percent (50%) of the aggregate voting power of all such securities or equity interests or (ii) of which a person possesses the right to elect more than fifty percent (50%) of the directors or persons holding similar positions.

SECTION 9.05. Interpretation . When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to “this Agreement” shall include the Company Disclosure Letter and the Purchaser Disclosure Letter. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract, instrument or Law defined or referred to herein or in any Contract or instrument that is

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referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. Except as otherwise expressly provided herein, all remedies provided herein shall be in addition to any other remedies they may otherwise have under applicable Law. This Agreement is the product of negotiation by the parties having the assistance of counsel and other advisers, and the parties and their counsel and other advisers have participated jointly in negotiating and drafting this Agreement. If an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

SECTION 9.06. Consents and Approvals . For any matter under this Agreement requiring the consent or approval of any party to be valid and binding on the parties hereto, such consent or approval must be in writing and signed by such party.

SECTION 9.07. Counterparts . This Agreement may be executed in one or more counterparts (including by facsimile or other electronic transmission), each of which shall be considered an original instrument and all of which shall together constitute the same agreement. This Agreement shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

SECTION 9.08. Entire Agreement; No Third-Party Beneficiaries . (a) This Agreement (including the Exhibits and Schedules hereto), the Voting Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter hereof and thereof.

(b) Except as provided in (i) Section 6.08 (Directors’ and Officers’ Indemnification and Insurance) and (ii) the last two sentences of Section 6.06(c), and subject to Section 9.08(c), Purchaser and the Company hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto in accordance with, and subject to the terms of, this Agreement and that this Agreement is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The parties hereto further agree that the rights of third party beneficiaries under Section 6.08 shall not arise unless and until the Effective Time occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 8.04 without notice or liability to any other person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular

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matters regardless of the knowledge of any of the parties hereto. Consequently, persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

(c) Notwithstanding the foregoing, the Financing Sources are hereby third party beneficiaries of Section 8.02 (Effect of Termination), 8.03 (Amendment), 9.08 (Entire Agreement; No Third-Party Beneficiaries), 9.09 (Governing Law), 9.11 (Specific Enforcement; Consent to Jurisdiction) and 9.12 (Waiver of Jury Trial).

SECTION 9.09. Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

SECTION 9.10. Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by any party hereto without the prior written consent of the other party, and any purported assignment without such consent shall be null and void.

SECTION 9.11. Specific Enforcement; Consent to Jurisdiction . (a) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware (without proof of actual damages and each party hereby waives any requirement for the securing or posting of any bond in connection with any such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto hereby irrevocably consents and submits itself to the personal jurisdiction of the courts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware (collectively, the “Agreed Courts”) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and the documents referred to herein and the transactions contemplated by this Agreement (collectively, the “Agreed Issues”) . Each of parties hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding in an Agreed Court with respect to the Agreed Issues that such party is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such Agreed Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such Agreed Court, and the parties hereto irrevocably agree that all claims with respect to any action, suit or proceeding with respect to the Agreed Issues shall be heard and determined only in an Agreed Court. The parties hereby consent to and grant to each Agreed Court jurisdiction over the person of such parties

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and, to the extent permitted by Law, over the subject matter of any dispute with respect to the Agreed Issues and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 9.03 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. Notwithstanding anything in this Agreement to the contrary, each party hereto hereby irrevocably and unconditionally agrees that it will not bring or support any action, suit or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing Commitment, the Financing or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the Borough of Manhattan of the City of New York, whether a state or federal court, and that the provisions of Section 9.12 relating to the waiver of jury trial shall apply to any such action, suit or proceeding. In no event shall Purchaser be forced to litigate against its Financing Sources.

(b) Notwithstanding anything in this Agreement to the contrary but without limiting Section 9.11(a), the parties hereby further acknowledge and agree that the Company shall be entitled to specific performance to cause Purchaser to effect the Closing in accordance with Section 1.02, on the terms and subject to the conditions in this Agreement if (a) all conditions in Section 7.01 and Section 7.02 have been satisfied (other than those conditions that, by their nature, are to be satisfied at the Closing or the failure of which to be satisfied is attributable, in whole or in part, to a breach by Purchaser of its representations, warranties, covenants or agreements contained in this Agreement) and (b) the Financing has been funded or is available to be funded at the Closing.

SECTION 9.12. Waiver of Jury Trial . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND MADE IT VOLUNTARILY AND THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.12.

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SECTION 9.13. Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of such provision to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

SECTION 9.14. Obligations of Purchaser and of the Company . Whenever this Agreement requires a Subsidiary of Purchaser to take any action, such requirement shall be deemed to include an undertaking on the part of Purchaser to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action.

[ Remainder of Page Left Blank Intentionally ]

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IN WITNESS WHEREOF, Purchaser and the Company have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.


United Rentals, Inc.

By:		/s/ Jenne K. Britell
		Name: Jenne K. Britell Title: Chairman

United Rentals, Inc.

By:		/s/ Michael J. Kneeland
		Name: Michael J. Kneeland Title: President and Chief Executive Officer

RSC Holdings Inc.

By:		/s/ Denis J. Nayden
		Name: Denis J. Nayden Title: Chairman

RSC Holdings Inc.

By:		/s/ Erik Olsson
		Name: Erik Olsson Title: Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

Exhibit 10.1

EXECUTION COPY

VOTING AGREEMENT

VOTING AGREEMENT (this “ Voting Agreement ”), dated as of December 15, 2011, by and between United Rentals, Inc., a Delaware corporation (“ Purchaser ”) and OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC (collectively, the “ Stockholder ”), a stockholder of RSC Holdings Inc., a Delaware corporation (the “ Company ”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution of this Voting Agreement, the Company and Purchaser have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “ Merger Agreement ”), which provides, among other things, that the Company will be merged with and into Purchaser with Purchaser as the surviving corporation (the “ Merger ”);

WHEREAS, as of the date hereof, the Stockholder owns beneficially or of record or has the power to vote, or direct the vote of, 34,755,329 shares of Company Common Stock (as defined below);

WHEREAS, the Merger Agreement is required under Section 251 of the Delaware General Corporation Law (the “ DGCL ”) to be adopted by the affirmative vote of the holders of a majority of the shares of the Company’s common stock entitled to vote on such matter; and

WHEREAS, as a condition to the willingness of Purchaser to enter into the Merger Agreement, and in order to induce Purchaser to enter into the Merger Agreement, the Stockholder has agreed to enter into this Voting Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein and in the Merger Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Capitalized Terms . Capitalized terms used but not defined in this Voting Agreement shall have the meanings ascribed to them in the Merger Agreement.

1.2 Other Definitions . For purposes of this Voting Agreement:

(a) “ Beneficially Own ”, “ Beneficial Ownership ” or “ beneficial owner ” with respect to any Company Common Stock means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons who are Affiliates of such Person and who together with such Person would

constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act, but excluding any Stockholder’s Shares that may be owned by employees of Stockholder or its Affiliates in their capacity as directors of the Company.

(b) “ Company Common Stock ” means the common stock of the Company, no par value.

(d) “ Stockholder’s Shares ” means all shares of Company Common Stock held of record or Beneficially Owned by the Stockholder, whether currently issued and outstanding or hereinafter acquired, including, without limitation, any Company Stock Options or Company Awards held of record or Beneficially Owned by the Stockholder or any New Shares.

ARTICLE II

TRANSFER AND VOTING OF SHARES

2.1 No Transfer of Shares . Stockholder shall not, directly or indirectly, (A) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Stockholder’s Shares or any interest in the Stockholder’s Shares, (B) deposit the Stockholder’s Shares or any interest in the Stockholder’s Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (C) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Stockholder’s Shares (any such action in clause (i), (ii) or (iii) above, a “ transfer ”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Stockholder’s Shares by the Stockholder (i) if the Stockholder is an individual, (A) to any member of the Stockholder’s immediate family or to a trust for the benefit of the Stockholder or any member of the Stockholder’s immediate family, or (B) upon the death of the Stockholder to such Stockholder’s heirs, or (ii) if the Stockholder is a partnership or limited liability company, to one or more partners or members of the Stockholder or to an Affiliate under common control with the Stockholder, as applicable; provided , however , that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Purchaser, to be bound by all of the terms of this Voting Agreement. For the avoidance of doubt, subject to any changes after the date hereof not contemplated by the Merger Agreement that would affect the status of Stockholder as a non-affiliate of Purchaser within the meaning of Rule 144 under the Securities Act, Purchaser agrees that it will not instruct the transfer agent to place any securities Laws transfer restriction legend on the shares of common stock of Purchaser held by Stockholder and will not advise its transfer agent that there are any restrictions on the transfer of shares of common stock of Purchaser by Stockholder under the securities Laws.

2.2 Vote in Favor of the Merger and Related Matters . The Stockholder, solely in the Stockholder’s capacity as a stockholder of the Company (and not, if applicable, in the

Stockholder’s capacity as an officer or director of the Company), irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Date, at any meeting of the stockholders of the Company or any adjournment thereof, or in connection with any action by written consent of the stockholders of the Company, the Stockholder shall:

(a) appear at each such meeting or otherwise cause the Stockholder’s Shares Beneficially Owned or owned of record by the Stockholder to be counted as present thereat for purposes of calculating a quorum;

(b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of the Stockholder’s Shares: (i) in favor of, and will otherwise support, the adoption of the Merger Agreement and approval of the Merger, the Subsequent Mergers and the other transactions contemplated by the Merger Agreement, including, but not limited to, any stockholder vote required by the Amended and Restated Certificate of Incorporation of the Company (the “ Certificate ”) and Section 251 of the DGCL, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement and (iii) except for the Merger, the Subsequent Mergers and the Merger Agreement, against, and not otherwise support, any Company Acquisition Proposal or any other action, agreement or transaction submitted for approval of the Company’s stockholders that is intended, or would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger, the Subsequent Mergers or this Agreement, including any extraordinary transaction, including any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company or any of its Subsidiaries or any other action or agreement that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or satisfied. Except as set forth in this Section 2.2, nothing in this Voting Agreement shall limit the right of the Stockholder to vote in favor of, against or abstain with respect to any matter presented to the Company’s stockholders, including in connection with the election of directors proposed by the Company or Purchaser or by a third party not in connection with a Company Acquisition Proposal proposed by such third party.

2.3 Termination . This Voting Agreement and the obligations of the Stockholder pursuant to this Voting Agreement shall terminate upon the earlier to occur of (a) such date and time as the Merger Agreement shall have been validly terminated pursuant to its terms, (b) the date of any amendment, modification, change or waiver to any provision of the Merger Agreement that reduces the amount or changes the form of the Merger Consideration (subject to adjustment in accordance with the terms of the Merger Agreement) and (c) such date and time as the Merger shall have become effective in accordance with the terms and provisions of the Merger Agreement (such earlier date, the “ Expiration Date ”); provided , however , that if the Merger shall become effective, the Purchaser’s obligations pursuant to the last sentence of Section 2.1 shall survive such termination.

2.4 Stockholder Capacity . The parties acknowledge that this Voting Agreement is entered into by Stockholder in his or its capacity as owner of the Stockholder’s Shares and that

nothing in this Voting Agreement shall in any way restrict, limit or prohibit any affiliate or representative of Stockholder from exercising his or her fiduciary duties in his or her capacity as a director of the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE STOCKHOLDER

The Stockholder hereby represents and warrants to Purchaser as follows:

3.1 Authorization; Binding Agreement . The Stockholder has all legal right, power, authority and capacity to execute and deliver this Voting Agreement, to perform his, her or its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. This Voting Agreement have been duly and validly executed and delivered by or on behalf of the Stockholder and, assuming the due authorization, execution and delivery of this Voting Agreement by Purchaser, constitute a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with their terms.

3.2 No Conflict; Required Filings and Consents .

(a) The execution and delivery of this Voting Agreement to Purchaser by the Stockholder does not, and the performance of this Voting Agreement will not, (i) conflict with or violate any Law applicable to the Stockholder or by which the Stockholder is bound or affected, (ii) violate or conflict with the organizational documents of the Stockholder, if applicable, or (iii) except where it would not interfere with the Stockholder’s ability to perform his, her or its obligations hereunder, result in or constitute (with or without notice or lapse of time or both) any breach of or default under, or give to another party any right of termination, material amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance or restriction on any of the property or assets of the Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of the Stockholder’s properties or assets is bound or affected. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Voting Agreement or the consummation by the Stockholder of the transactions contemplated by this Voting Agreement.

(b) The execution and delivery of this Voting Agreement by the Stockholder does not, and the performance of this Voting Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any third party or any governmental or regulatory authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not interfere with the Stockholder’s ability to perform his, her or its obligations hereunder.

3.3 Litigation . There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Stockholder or any of the Stockholder’s Affiliates, threatened before any agency, administration, court or tribunal, foreign

or domestic, against the Stockholder or any of the Stockholder’s Affiliates or any of their respective properties or assets or any of their respective officers or directors, in the case of a corporate entity (in their capacities as such), or any of their respective partners (in the case of a partnership), or any of their respective members (in the case of a limited liability company), that would materially interfere with the Stockholder’s ability to perform its obligations hereunder. There is no judgment, decree or order against the Stockholder or any of the Stockholder’s Affiliates, or, to the knowledge of the Stockholder or any of the Stockholder’s Affiliates, any of their respective directors or officers (in their capacities as such), in the case of a corporate entity, or any of their respective partners (in the case of a partnership), or any of their respective members (in the case of a limited liability company), that would prevent, enjoin, alter or delay any of the transactions contemplated by this Voting Agreement, or that would otherwise materially interfere with the Stockholder’s ability to perform its obligations hereunder.

3.4 Title to Shares . The Stockholder is the record or beneficial owner of the Stockholder’s Shares and has good title to the Stockholder’s Shares free and clear of all liens, encumbrances, security interests, charges, claims, proxies or voting restrictions other than pursuant to this Voting Agreement or the Stockholders Agreement. The Stockholder has sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Voting Agreement, in each case with respect to all of the Stockholder’s Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Voting Agreement; provided however, the Stockholder’s Shares are subject to the Stockholders Agreement.

3.5 Acknowledgement of the Merger Agreement . The Stockholder hereby acknowledges and agrees that the Stockholder has received a copy of the Merger Agreement presented to such Stockholder as a substantially final form and has reviewed and understood the terms thereof.

3.6 Absence of Agreements with the Company . Other than the Second Amended and Restated Stockholders Agreement dated October 6, 2011 among the Company and Stockholder, there are no existing agreements or arrangements between the Stockholder or any of his affiliates (or his spouse), on one hand, or the Company or any of its subsidiaries, on the other hand, relating to the matters covered by this Voting Agreement, including the voting and transfer of the Stockholder’s Shares.

ARTICLE IV

COVENANTS OF THE STOCKHOLDER

4.1 Further Assurances . From time to time, at the request of the Company and without additional consideration, the Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as Purchaser may reasonably request for the purpose of carrying out and furthering the intent of this Voting Agreement.

4.2 Waiver of Appraisal Rights . The Stockholder hereby irrevocably and unconditionally waives the exercise of, and shall cause to be waived and prevent, any rights of

appraisal, rights to dissent or any similar right that the Stockholder or any other person may have by virtue of the Stockholder’s ownership of the Shares with respect to the Merger and the other transactions contemplated by the Merger Agreement.

4.3 Public Announcements . The Stockholder shall not issue any press release or otherwise make any public statement with respect to the Merger Agreement, this Voting Agreement, the Merger or any other transactions contemplated by the Merger Agreement without the prior written consent of Purchaser, except as may be required by applicable Law or to the Stockholder’s partners, members, investors or prospective investors who are bound by a customary confidentiality agreement.

4.4 No Solicitation of Acquisition Proposals . Subject to Section 2.5 , neither the Stockholder nor any of his, her or its officers or directors shall, and the Stockholder shall direct and cause his, her or its employees, agents, consultants and representatives not to, directly or indirectly, (a) solicit, initiate or encourage any inquiries or the making or consummation of any proposal or offer that constitutes, or is reasonably likely to lead to, a Company Acquisition Proposal (including by way of providing access to non-public information), (b) engage in, continue or otherwise participate in any discussions or negotiations with any Person or group of Persons regarding any proposal or offer that constitutes or would reasonably be expected to lead to a Company Acquisition Proposal or (c) otherwise cooperate with or assist in, or knowingly facilitate, any effort or attempt to make any proposal or offer that constitutes or would reasonably be expected to lead to a Company Acquisition Proposal.

4.5 Additional Purchases . The Stockholder agrees that any purchase or acquisition of Beneficial Ownership of any shares of Company Common Stock or any Company Stock Options or Company Awards related thereto (“ New Shares ”) after the execution of this Voting Agreement, and Stockholder’s voluntary acquisition of the right to vote or share in the voting of any shares of Company Common Stock or any Company Stock Options or Company Awards related thereto other than the Stockholder’s Shares shall be subject to the terms of this Voting Agreement to the same extent as if such New Shares constituted the Stockholder’s Shares.

4.6 Stop Transfer Order . In furtherance of this Voting Agreement, the Stockholder authorizes Purchaser to request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Stockholder’s Shares Beneficially Owned and of record by the Stockholder and all Shares acquired by the Stockholder after the date hereof other than Stockholder’s Shares permitted to be transferred in accordance with Section 2.1.

ARTICLE V

GENERAL PROVISIONS

5.1 Entire Agreement; Amendments . This Voting Agreement, the Merger Agreement and the other agreements referred to herein and therein constitute the entire agreement of the parties hereto and supersede all prior agreements and undertakings, both written and oral, between the parties hereto with respect to the subject matter hereof. This Voting Agreement may not be amended or modified except in an instrument in writing signed by, or on behalf of, the parties hereto.

5.2 No Survival of Representations and Warranties . The representations and warranties made by the Stockholder in this Voting Agreement shall not survive any termination of the Merger Agreement or this Voting Agreement.

5.3 Assignment . The provisions of this Voting Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Voting Agreement nor any of the rights, interests or obligations under this Voting Agreement shall be assigned by any party to this Voting Agreement(by operation of Law or otherwise) without the prior written consent of the other party to this Voting Agreement.

5.4 Severability . If any term or other provision of this Voting Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Voting Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Voting Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner.

5.5 Specific Performance . The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Voting Agreement is not performed in accordance with its specific terms or is otherwise breached. The Stockholder agrees that, in the event of any breach or threatened breach by the Stockholder of any covenant or obligation contained in this Voting Agreement, Purchaser shall be entitled to seek and obtain (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (b) an injunction restraining such breach or threatened breach. The Stockholder further agrees that neither Purchaser nor any other party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5.5 , and the Stockholder irrevocably waives any right he, she or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

5.6 Governing Law . This Voting Agreement and all claims or causes of action (whether at Law, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Voting Agreement or the negotiation, execution or performance hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to any conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would result in the application of the Law of any other state. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any Delaware State court, or Federal court of the United States of America, sitting in the State of Delaware, and any appellate court from thereof, in connection with any action, proceeding or counterclaim (whether based on contract, tort or otherwise) based upon or arising out of this Voting Agreement or the transactions contemplated hereby and agrees that process may be served upon him, her or it in any manner authorized by the Laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which he, she or it might otherwise have to such jurisdiction and such process. Each of the parties hereto irrevocably waives the right to trial by jury in connection with any action, proceeding or counterclaim (whether based on contract, tort or otherwise) based upon or arising out of this Voting Agreement or the transactions contemplated hereby.

5.7 No Waiver . No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Neither party shall be deemed to have waived any claim available to it arising out of this Voting Agreement, or any right, power or privilege hereunder, unless the waiver is expressly set forth in writing duly executed and delivered on behalf of such waiving party. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

5.8 Notices . All notices and communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended or delivered by registered or certified mail, return receipt requested, or if sent by telecopier or email, provided that the telecopy or email is promptly confirmed by telephone confirmation thereof, to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such Person:

If to Purchaser:

United Rentals, Inc.

Five Greenwich Office Park

Greenwich, CT 06831

Facsimile: (203) 618-7252

Attention: Jonathan Gottsegen

with a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Facsimile: (212) 558-3588

Attention: Francis J. Aquila

George J. Sampas

If to the Stockholder, to the address or facsimile number set forth on the signature page hereof or, if not set forth thereon, to the address reflected in the stock books of the Company.

5.9 Headings . The heading references herein are for convenience of reference only and do not form part of this Voting Agreement, and no construction or reference shall be derived therefrom.

5.10 Counterparts . This Voting Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

5.11 Amendment . This Voting Agreement may not be amended, modified or supplemented except by an instrument in writing signed by each of the parties hereto.

5.12 Antitrust Matters . Purchaser shall (a) cooperate with Stockholder and its affiliates in connection with the filing by the Stockholder and/or its affiliates of any necessary documentation required to effect all approvals, clearances and authorizations of all Governmental Entities pursuant to the HSR Act, including notification and report forms required under the HSR Act, in connection with the transactions contemplated by this Voting Agreement and the Merger Agreement (including the Merger) and (b) supply as promptly as practicable any additional information and documentary material that may be requested by such Governmental Entities.

[remainder of page left intentionally blank]

IN WITNESS WHEREOF, each of Purchaser and the Stockholder has executed or has caused this Voting Agreement to be executed by their respective duly authorized officers, him or her, as applicable, as of the date first written above.


UNITED RENTALS, INC.

By:		/s/ Michael J. Kneeland
		Name:Michael J. Kneeland
		Title: President and CEO

Signature Page to Voting Agreement


OHCP II RSC, LLC

By:		Oak Hill Capital Parters II, L.P.
		its Sole Member

By:		OHCP GenPar 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 GenPar 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 GenPar 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

Signature Page to Voting Agreement

Exhibit 10.2

Execution Version


MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036		BANK of AMERICA, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036

WF INVESTMENT HOLDINGS, LLC, WELLS FARGO SECURITIES, LLC One Wells Fargo Center 301 South College Street Charlotte, NC 28288-0737		WELLS FARGO CAPITAL FINANCE, LLC 2450 Colorado Avenue Suite 3000 West Santa Monica, CA 90404

December 15, 2011

United Rentals, Inc.

5 Greenwich Office Park

Greenwich, CT 06831

Attention: Irene Moshouris, Senior Vice President and Treasurer

Project Powder

Commitment Letter

$650.0 million Senior Secured Bridge Facility

$1,550.0 million Senior Unsecured Bridge Facility

$1,800.0 million ABL Revolving Credit Facility

Ladies and Gentlemen:

United Rentals, Inc. (“ you ” or “ Holdings ”) have advised Morgan Stanley Senior Funding, Inc. (“ MSSF ”), Bank of America, N.A. (“ BofA ”), WF Investment Holdings, LLC (“ WF ”) and Wells Fargo Capital Finance, LLC (“ WFCF ” and, together with MSSF, BofA and WFCF, “ we ”, “ us ” or the “ Commitment Parties ”) that you intend to acquire (the “ Acquisition ”) 100% of the outstanding capital stock of a company previously identified to us and code-named Republic (the “ Target ”) pursuant to a merger agreement between you and the Target for an aggregate purchase price of approximately $4.5 billion (including the assumption of certain indebtedness of Target and its subsidiaries), a portion of which will be used to retire indebtedness. We understand that the Acquisition and related transactions will be structured as set forth in Exhibit A (the “ Transaction Description ”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description or in Exhibit B attached hereto (the “ Secured Bridge Term Sheet ”), Exhibit C attached hereto (the “ Unsecured Bridge Term Sheet ”), Exhibit D attached hereto (the “ Replacement ABL Term Sheet ”), Exhibit E attached hereto (the “ ABL Amendment Term Sheet ”) or Exhibit F attached hereto (the “ Conditions Term Sheet ” and, together with the Secured Bridge Term Sheet, the Unsecured Bridge Term Sheet, the Replacement ABL Term Sheet and the ABL Amendment Term Sheet, the “ Term Sheets ”, and collectively with this letter, this “ Commitment Letter” ). All references to “ dollars ” or “ $ ” in this Commitment Letter are references to United States dollars.

We understand that the total cash funding required to effect the Acquisition and the Refinancing, to obtain the Requisite Consents, to pay the fees and expenses incurred in connection with the Acquisition and the Refinancing and to provide for the ongoing working capital and general corporate needs of the Borrower and its subsidiaries shall be financed with the borrowings under the Bridge Facilities (as defined below) and/or the proceeds of the issuances of Notes described in the Transaction Description and, subject to there being no increases to the facility size (as existing on the date of the Commitment Letter) under the UNA ABL Facility or the Existing Securitization Facility to the extent such increases would reasonably be expected to impair the ability to secure the Senior Secured Notes (as defined below) and/or Senior Secured Bridge Facility on the Springing Security Date (as defined below), borrowings under the UNA ABL Facility (as defined below) and under the Existing Securitization Facility (as defined in the UNA Existing ABL Facility as in effect on the date hereof). In addition, we understand that you intend to (a) obtain an amendment (the “ ABL Amendment ”) to the Amended and Restated Credit Agreement, dated as of October 14, 2011, among United Rentals (North America), Inc., a wholly owned subsidiary of Holdings (“ UNA ”), Holdings, the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto from time to time (the “ Existing ABL Lenders ”) and Bank of America, N.A., as administrative agent and collateral agent (the “ Existing ABL Administrative Agent ”) (as in effect on the date hereof, the “ UNA Existing ABL Facility ” and, as the UNA Existing ABL Facility is amended by the ABL Amendment, the “ UNA ABL Facility ”) and certain Loan Documents (as defined therein) on the terms provided in the “Summary of Amendment to UNA Existing ABL Facility” set forth in the ABL Amendment Term Sheet, which ABL Amendment will, inter alia, (x) permit the Acquisition and (y) require the consent of the “Required Lenders” under, and as defined in, the UNA Existing ABL Facility (the “ Requisite Consents ”) or (b) if the ABL Amendment shall not become effective on or prior to the Closing Date, refinance in full the UNA Existing ABL Facility with a new asset-based revolving credit facility (the “ UNA Replacement ABL Facility ”) as described in the Replacement ABL Term Sheet in an aggregate committed amount equal to $1,800.0 million. If the UNA Replacement ABL Facility is to be provided in lieu of the UNA ABL Facility as set forth above, each reference to the “UNA ABL Facility” in this Commitment Letter shall be deemed to be a reference to the “UNA Replacement ABL Facility”. The Acquisition, the Refinancing, the entering into of this Commitment Letter, the obtaining of the Requisite Consents (if applicable), the borrowing under the UNA ABL Facility, the issuance of the Notes or the borrowings under the Bridge Facilities and the related transactions contemplated by the foregoing as well as the payment of fees, commissions and expenses in connection with each of the foregoing, are collectively referred to as the “ Transactions .” The date on which the Acquisition and the Refinancing are consummated, borrowings are made under the UNA ABL Facility and any initial borrowings are made under the Bridge Facilities is referred to herein as the “ Closing Date ”. No other financing will be required for the Transactions. It is understood and agreed that any reduction in the aggregate cash consideration to be used to effect the Acquisition shall automatically reduce our commitment in respect of the Bridge Facilities on a dollar-for-dollar basis, with such reduction being allocated firstly to the Senior Unsecured Bridge Facility, then secondly to the Senior Secured Bridge Facility.

1. Commitments . Each of (a) MSSF, BofA and WF is pleased to commit, severally but not jointly, to provide 50.0%, 25.0% and 25.0%, respectively, of the Senior

Secured Bridge Facility, on the terms set forth herein and in the Secured Bridge Term Sheet and subject to the conditions set forth in the third paragraph of this Section 1; (b) MSSF, BofA and WF is pleased to commit, severally but not jointly, to provide 50.0%, 25.0% and 25.0%, respectively, of the Senior Unsecured Bridge Facility, on the terms set forth herein and in the Unsecured Bridge Term Sheet and subject to the conditions set forth in the third paragraph of this Section 1; (c) if the ABL Amendment shall not become effective on or prior to the Closing Date, MSSF, BofA and WFCF is pleased to commit, severally but not jointly, to provide 25.0%, 50.0% and 25.0%, respectively, of the UNA Replacement ABL Facility, on the terms set forth herein and in the Replacement ABL Term Sheet and subject to the conditions set forth in the third paragraph of this Section 1 and (d) MSSF, BofA and WFCF agrees to provide its consent to the ABL Amendment for the Commitments (as defined in the UNA Existing ABL Facility) it holds as an Existing ABL Lender under the UNA Existing ABL Facility as of the date hereof and any additional Commitments (as defined in the UNA Existing ABL Facility) it acquires hereafter (provided that each of MSSF, BofA and WFCF shall be permitted to assign any such Commitments in accordance with the UNA Existing ABL Facility so long as the transferee of such Commitment shall either (x) agree to the requirements of this clause (d) with respect to such assigned Commitment or (y) be bound by the consent to the ABL Amendment of the transferor of such Commitment) on the terms set forth herein and in the ABL Amendment and subject to the payment of the consent fee in respect of such consent and the conditions set forth in the third paragraph of this Section 1.

It is agreed that (a) MSSF, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ MLPFS ”) and Wells Fargo Securities, LLC ( “WFS ”) shall act as exclusive joint lead arrangers, book-runners and syndication agents for the each of the Bridge Facilities (in such capacities, the “ Bridge Lead Arrangers ”), (b) MSSF and its affiliates will have “lead left” placement on all marketing materials relating to the Bridge Facilities and will perform the duties and exercise the authority customarily performed and exercised by them in such role, including acting as sole manager of the physical books, (c) MLPFS and its affiliates and WFS and its affiliates will appear immediately to the right of MSSF and its affiliates in alphabetical order on all marketing materials relating to the Bridge Facilities, (d) MLPFS, MSSF and WFCF shall act as exclusive joint lead arrangers, book-runners and syndication agents for the ABL Amendment and the UNA Replacement ABL Facility (in such capacities, the “ UNA ABL Lead Arrangers ” and, together with the Bridge Lead Arrangers, the “ Lead Arrangers ”), (e) MLPFS and its affiliates will have “lead left” placement on all marketing materials relating to the ABL Amendment and the UNA Replacement ABL Facility and will perform the duties and exercise the authority customarily performed and exercised by them in such role, including acting as sole manager of the physical books, (f) MSSF and its affiliates and WFCF and its affiliates will appear immediately to the right of MLPFS and its affiliates in alphabetical order on all marketing materials relating to the ABL Amendment and the UNA Replacement ABL Facility and (g) MSSF shall act as administrative agent for each of the Bridge Facilities (in such capacity, the “ Bridge Administrative Agents ”) and BofA shall act as administrative agent for the UNA Replacement ABL Facility (in such capacity, the “ ABL Replacement Administrative Agent ” and together with the Bridge Administrative Agents, the “ Administrative Agents ”). It is further agreed that no additional advisors, agents, co-agents, arrangers or bookmanagers will be appointed and no Lender (as defined below) will receive compensation with respect to any of the Facilities outside the terms contained in this Commitment Letter and the joint fee letter (the

“ Joint Fee Letter ”) executed simultaneously herewith in order to obtain its commitment to participate in the Facilities, in each case unless you and each of us so agree; provided that, at any time on or prior to the 30th day following your execution and delivery of this Commitment Letter, you may (in consultation with Lead Arrangers) appoint up to five additional co-managers reasonably acceptable to the Lead Arrangers for each of the Facilities by their entry into a joinder agreement to this Commitment Letter, provided that fee arrangements may be provided through separate agreements (other than the ABL Amendment) (together with their affiliates, the “ Additional Agents ”) so long as (i) the aggregate economics payable to such Additional Agents for each Facility (other than the ABL Amendment) shall not exceed 10% of the total economics which would otherwise be payable to the Commitment Parties pursuant to the Joint Fee Letter with respect to such Facility (exclusive of any fees payable to an administrative agent or collateral agent in its capacity as such or consent fees in connection with the ABL Amendment), (ii) the economics allocated to any individual Additional Agent shall be the same for each Facility (other than the ABL Amendment) (it being understood that the various Additional Agents will not be required to have the same percentages with respect to the Facilities as the other Additional Agents); (iii) each Additional Agent appointed with respect to a Facility shall agree to provide its consent to the ABL Amendment for the Commitments (as defined in the UNA Existing ABL Facility) it holds as an Existing ABL Lender under the UNA Existing ABL Facility at the time the Requisite Consents are obtained under the ABL Amendment (determined after giving effect to such consents of the Commitment Parties and Additional Agents required hereunder) and shall severally commit to the Lead Arrangers to provide the percentage of such Facility (other than the ABL Amendment) in an amount equal to the proportion of the economics it is to receive with respect to such Facility pursuant to customary joinder agreements to this Commitment Letter, which joinder agreements shall be reasonably satisfactory to the Lead Arrangers, and (iv) the commitments of MSSF, BofA and WFCF hereunder will be reduced ratably by the amount of the commitments of each such Additional Agent (or its relevant affiliate) under the applicable Facility. Notwithstanding the appointment of Additional Agents in accordance with this Section 1, the Lead Arrangers shall retain exclusive control over all rights and obligations in respect of the Bridge Facilities and the UNA Replacement ABL Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date.

The commitment and other obligations of the Commitment Parties hereunder are subject to the satisfaction of the following conditions:

(a) the negotiation, execution and delivery of definitive loan documentation, including without limitation credit agreements, security agreements, guarantees, intercreditor agreements and other customary documentation, for the Senior Secured Bridge Facility (the “ Senior Secured Bridge Documentation ”), the Senior Unsecured Bridge Facility (the “ Senior Unsecured Bridge Documentation ”) and the ABL Amendment (the “ ABL Amendment Documentation ”) or the UNA Replacement ABL Facility (the “ Replacement ABL Documentation ”; the Senior Secured Bridge Documentation, the Senior Unsecured Bridge Documentation and the ABL Amendment Documentation or Replacement ABL Documentation, as applicable, is collectively referred to herein as the “ Financing Documentation ”), in each case consistent with the terms and conditions set forth herein, in the Term Sheets and in the Joint Fee Letter and otherwise in form and substance reasonably satisfactory to the Commitment Parties;

(b) (i) since December 31, 2010, through and including the date of this Commitment Letter, there has not been any change in the business, financial condition or results of operations of the Target and its subsidiaries, taken as a whole, or any other change, event, effect, development, state of facts, condition, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Target Material Adverse Effect and (ii) since the date of this Commitment Letter, there shall not have occurred any change, event, circumstances or development that has had, or is reasonably likely to have, a Target Material Adverse Effect. For the purposes of this clause (b), “ Target Material Adverse Effect ” means any change, event, effect, development, state of facts, condition, occurrence or circumstance which, individually or in the aggregate, (i) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than (x) any such change, event, effect, development, state of facts, condition, occurrence or circumstance to the extent resulting from (A) any changes after the date of the Merger Agreement in general economic, or financial, credit, capital or banking markets or conditions (including any disruption thereof), (B) any changes after the date of the Merger Agreement in interest, currency or exchange rates or the price of any security, commodity or market index, (C) any changes in the conditions generally affecting the industries in which the Company and its Subsidiaries operate, (D) any changes in legal or regulatory conditions, including changes or proposed changes in Law, GAAP or other accounting principles or requirements, or the interpretation or enforcement thereof, (E) any decrease of the ratings or the ratings outlook for the Company or any of its Subsidiaries by any applicable rating agency and the consequences of such ratings or outlook decrease (it being understood, however, that the exception in this clause (E) shall not apply to the underlying causes giving rise to or contributing to any such decrease or prevent any of such underlying causes from being taken into account in determining whether a Target Material Adverse Effect has occurred), (F) any change resulting from the announcement of the Merger Agreement, including any loss of, or adverse change in, the relationship of the Company and/or its Subsidiaries with any persons with whom they transact business (provided that the exception in this clause (F) shall not be deemed to apply to references to “Material Adverse Effect” in the representations and warranties set forth in Section 3.05 of the Merger Agreement), (G) any outbreak, escalation or occurrence after the date of the Merger Agreement of major hostilities in which the United States is involved or any acts of terrorism within the United States or directed against its facilities or citizens wherever located, (H) the existence, occurrence or continuation of any force majeure events, including any earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters, (I) compliance by the Company and its Subsidiaries with the terms of the Merger Agreement, including the failure to take any action restricted by the Merger Agreement or (J) any actions taken, or not taken, by the Company or any of its Subsidiaries with the consent or waiver of Purchaser (with the consent of the Commitment Parties); provided, however, that the foregoing clauses (A), (B), (C), (G) and (H) shall not apply to the extent that any such change, effect, event, development,

state of facts, condition, occurrence or circumstance disproportionately affects the Company and/or its Subsidiaries relative to other participants in the industries in which the Company and its Subsidiaries participate (but only to the extent of such disproportionality), or (y) any failure, in and of itself, of the Company to meet any internal or analyst projections, forecasts or estimates of revenue or earnings or any decrease in the market price or trading volume of the Company Common Shares (it being understood, however, that the exception in this clause (y) shall not apply to the underlying causes giving rise to or contributing to any such failure or decrease or prevent any of such underlying causes from being taken into account in determining whether a Target Material Adverse Effect has occurred); or (ii) has prevented, materially delayed or materially impaired and would reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the Merger, the Subsequent Mergers and the other transactions contemplated by the Merger Agreement. Capitalized terms used in the definition of “Target Material Adverse Effect” (other than “Merger Agreement” and “Target Material Adverse Effect”) shall have the meanings ascribed to such terms in the Merger Agreement (as originally in effect); and

(c) satisfaction of the other conditions set forth in the Term Sheets under the captions “Conditions Precedent to Funding” and in the Conditions Term Sheet.

Notwithstanding anything in this Commitment Letter, the Joint Fee Letter or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and events of default relating to Holdings, the Target and their respective subsidiaries and businesses the accuracy of which shall be a condition to availability of the Bridge Facilities and the UNA Replacement ABL Facility (if to be provided) on the Closing Date shall be (A) such of the representations made by the Target in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that you have the right (determined without regard to any notice requirement) to terminate your obligations (or to refuse to consummate the Acquisition) under the Merger Agreement as a result of a breach of such representations in the Merger Agreement (the “ Merger Agreement Representations ”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Financing Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth in this Section 1 are satisfied (it being understood and agreed that (i) without limiting any other condition to the availability of the UNA Replacement ABL Facility, other than with respect to initial extensions of credit on the Closing Date as provided in the Replacement ABL Term Sheet under clause (A)(iv) in the caption “Conditions Precedent to Funding”, each extension of credit under the UNA Replacement ABL Facility shall not exceed availability under the applicable portion of the UNA Replacement ABL Facility, with a component of availability being sufficient eligible assets in the required borrowing base in which the administrative agent under the UNA Replacement ABL Facility has a first priority perfected security interest and (ii) subject to clause (i) above, in the case of the UNA Replacement ABL Facility, (A) other than with respect to any UCC/PPSA Filing Collateral or Stock Certificates (each as defined below), to the extent any Collateral cannot be delivered, or a security interest therein cannot be perfected, on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of, or perfection of a security interest in, such Collateral shall not constitute a condition precedent to the availability of the UNA Replacement ABL

Facility on the Closing Date, but such Collateral shall instead be required to be delivered, or a security interest therein perfected, after the Closing Date pursuant to arrangements and timing to be mutually agreed by the parties hereto acting reasonably, (B) with respect to perfection of security interests in UCC/PPSA Filing Collateral, your sole obligation as a condition precedent to the availability of the UNA Replacement ABL Facility on the Closing Date shall be to deliver, or cause to be delivered, necessary UCC and PPSA financing statements to the ABL Replacement Administrative Agent and to irrevocably authorize and to cause the applicable grantor to irrevocably authorize such administrative agent to file such UCC and PPSA financing statements and (C) with respect to perfection of security interests in Stock Certificates, your sole obligation as a condition precedent to the availability of the UNA Replacement ABL Facility on the Closing Date shall be to deliver to such administrative agent original Stock Certificates together with undated stock powers executed in blank. For purposes hereof, (1) “ UCC/PPSA Filing Collateral ” means Collateral consisting of assets of Holdings, Target and their respective subsidiaries for which a security interest can be perfected by filing a Uniform Commercial Code or PPSA financing statement; and (2) “ Stock Certificates ” means certificates representing equity interests held by Holdings, Target and their respective subsidiaries required as Collateral pursuant to the Replacement ABL Term Sheet. For purposes hereof, “ Specified Representations ” means the representations and warranties as to due organization, due corporate power and authority relating to the entering into and performance of the Financing Documentation, the due authorization, execution, delivery and enforceability of the Financing Documentation, the Financing Documentation and the Transactions not conflicting with charter documents, applicable law or material indebtedness, solvency on the Closing Date (determined on a consolidated basis after giving effect to the consummation of the Transactions), Federal Reserve margin regulations, Investment Company Act, Patriot Act, OFAC and, in the case of the UNA Replacement ABL Facility and subject to the immediately preceding sentence, the validity, priority and perfection of security interests. The foregoing provisions of this paragraph are referred to herein as the “ Funds Certain Provisions ”.

2. Syndication . The Lead Arrangers reserve the right, prior to or after execution of the Financing Documentation, to syndicate all or part of the Commitment Parties’ commitments for each of the Bridge Facilities and/or UNA Replacement ABL Facility, as the case may be, to one or more financial institutions or institutional lenders after consultation with you. Notwithstanding the Lead Arrangers’ right to syndicate the Bridge Facilities and the UNA Replacement ABL Facility and receive commitments with respect thereto, and except as otherwise provided in the second paragraph of Section 1 above, (i) the Commitment Parties will not be relieved of all or any portion of their commitments hereunder prior to the initial funding under the Bridge Facilities and the UNA Replacement ABL Facility, (ii) no Commitment Party shall assign more than 49% of its aggregate commitment (or, if any Additional Agents are appointed, 49% of its aggregate commitments after taking into account the reduction thereof pursuant to the second paragraph of Section 1 above) under either of the Bridge Facilities or the UNA Replacement ABL Facility prior to the Closing Date and (iii) the Lead Arrangers shall retain exclusive control over all rights and obligations in respect of the Bridge Facilities and the UNA Replacement ABL Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date. Without limiting your obligations to assist with syndication efforts as set forth herein, the Commitment Parties agree that completion of such syndications is not a condition to its commitments hereunder.

The Lead Arrangers intend to commence syndication efforts promptly after the execution of this Commitment Letter by you and you agree to assist the Lead Arrangers in achieving a syndication in respect of each Facility that is reasonably satisfactory to the Lead Arrangers until the earlier of (x) the date that a “Successful Bridge Syndication” or “Successful ABL Syndication” (as each such term is defined in the Joint Fee Letter), as the case may be, is achieved and (y) 60 days after the Closing Date. Such syndication will be accomplished by a variety of means, including direct contact during the syndication for a Facility between your senior management and advisors and (to the extent provided for under the Merger Agreement) the senior management and advisors of the Target, on the one hand, and the proposed syndicate members for such Facility (such members in respect of the Senior Secured Bridge Facility being referred to as the “ Senior Secured Bridge Lenders ”, such members in respect of the Senior Unsecured Bridge Facility being referred to as the “ Senior Unsecured Bridge Lenders ” and such members in respect of the UNA Replacement ABL Facility being referred to as the “ ABL Lenders ” and, collectively, the “ Lenders ”) at mutually agreed times and places. The Lead Arrangers will exclusively manage all aspects of the syndication in consultation with you, including the timing, scope and identity of potential lenders, any agency or other title designations or roles awarded to any potential lender, any compensation provided to each potential lender from the amount paid to the Lead Arrangers pursuant to this Commitment Letter and the Joint Fee Letter and the final allocation of the commitments in respect of the Facilities among the Lenders.

To assist the Commitment Parties in its syndication efforts, you hereby covenant and agree:

(a) to provide, and use your commercially reasonable efforts to cause your advisors, the Target, its subsidiaries and its advisors to provide, the Lead Arrangers and the other relevant syndicate members upon request with all information reasonably requested by the Lead Arrangers, including but not limited to the financial and other information required to be provided by you pursuant to Section 1(c) of the Conditions Term Sheet, pro forma projections for UNA and its subsidiaries (including Target and its subsidiaries) including income statements, balance sheets and cash flow statements prepared on a quarterly basis through December 2012 and on an annual basis through December 2016 and to the extent reasonably requested financial and other information, reports, memoranda and evaluations prepared by, on behalf or at the direction of, you or your subsidiaries or advisors or the Target or its subsidiaries or advisors;

(b) to assist in the preparation of one or more confidential information memoranda (including public and private versions thereof) and other customary marketing materials, in each case in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Lead Arrangers, to be used in connection with the syndication of each Facility;

(c) to use your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your existing lending and banking relationships and (to the extent provided for under the Merger Agreement) the existing lending and banking relationships of the Target and its subsidiaries;

(d) to use your commercially reasonable efforts to obtain corporate credit or family ratings of the Borrower after giving effect to the Transactions and ratings for the Notes, in each case, from Moody’s Investors Service, Inc. (“ Moody’s ”) and Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“ S&P ”) (collectively, the “ Ratings ”);

(e) to ensure that prior to the earlier of (x) the date that a Successful Bridge Syndication and Successful ABL Syndication is achieved and (y) 60 days after the Closing Date, there shall be no competing issues of debt securities or commercial bank or other debt facilities or securitizations (including any renewals or refinancing thereof) by Holdings, the Target or any of their respective subsidiaries being offered, placed or arranged (other than the Facilities, the Notes, the ABL Amendment, any indebtedness of the Target and its subsidiaries permitted to be incurred pursuant to the Merger Agreement prior to the consummation of the Acquisition and any increases to the facility size (as existing on the date of the Commitment Letter) under the UNA ABL Facility or the Existing Securitization Facility to the extent such increases would not reasonably be expected to impair the ability to secure the Senior Secured Notes (as defined below) and/or Senior Secured Bridge Facility on the Springing Security Date (as defined below)), including renewals or refinancing of any existing debt, in each case without the prior consent of the Lead Arrangers; and

(f) to otherwise assist the Lead Arrangers with the hosting of, and making available your and (to the extent provided for under the Merger Agreement) the Target’s officers, representatives and advisors at mutually agreed times for, one or more meetings with prospective Lenders.

3. Information . You represent and warrant (to your knowledge solely with respect to the Information (as defined below) in respect of the Target) that (a) all written information (other than the Projections referred to below and information of a general economic or industry nature) that has been or will hereafter be made available by or on behalf of you, the Borrower, the Target or by any of your or their respective agents or representatives in connection with the Transactions (the “ Information ”) to the Commitment Parties or any of their respective affiliates, agents or representatives or to any Lender or any potential Lender when taken as a whole is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in the light of the circumstances under which such statements were or are made and (b) all written financial projections (the “ Projections ”), if any, that have been or will be prepared by you or on your behalf or by any of your representatives and made available to the Commitment Parties or any of their affiliates, agents or representatives or to any Lender or any potential Lender in connection with the Transactions have been or will be prepared in good faith based upon assumptions that you believed to be reasonable at the time made and at the time such Projections are made available to the Lead Arrangers (it being understood (i) that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, (ii) that such Projections are subject to significant uncertainties and contingencies and (iii) that no assurance can be given that

any particular projections will be realized). You agree that, if at any time prior to the Closing Date and, if requested by us, for a reasonable period (not to exceed 60 days) thereafter as is necessary to complete the syndication of the Bridge Facilities and, if applicable, the UNA Replacement ABL Facility, any of the representations or warranties in the preceding sentence would be incorrect in any material respect if the Information or Projections were being furnished, and such representations and warranties were being made, at such time, then you will promptly advise the Lead Arrangers thereof and supplement, or cause to be supplemented, the Information and Projections as promptly as practicable so that such representations and warranties will be correct at such time. You agree that, in issuing the commitments hereunder and in arranging and syndicating the Facilities, we will be entitled to use and rely on the Information and the Projections furnished by you or on your behalf or on behalf of the Target without independent verification thereof.

You agree that the Lead Arrangers may make available any Information and Projections (collectively, the “ Company Materials ”) to potential Lenders (in connection with the syndication of the Facilities) and Lenders (in connection with the Facilities) by posting the Company Materials on IntraLinks, the Internet or another similar electronic system. You further agree to assist, at the request of the Lead Arrangers, in the preparation of a version of a confidential information memorandum and other marketing materials and presentations to be used in connection with the syndication of each Facility, consisting exclusively of information or documentation that is either (i) publicly available (or contained in the prospectus or other offering memorandum for the Notes) or (ii) not material with respect to Holdings, the Borrower, the Target or their respective subsidiaries or any of their respective securities for purposes of United States federal and state securities laws (all such information and documentation being “ Public Lender Information ”). Any information and documentation that is not Public Lender Information is referred to herein as “ Private Lender Information. ” It is understood that in connection with your assistance described above, the Borrower shall provide the Lead Arrangers with customary authorization letters (including customary representations with respect to accuracy of information) for inclusion in any Company Materials, confidential information memorandum or other marketing materials that authorize the distribution thereof to prospective Lenders, represent that any Public Lender Information does not include any material non-public information within the meaning of any United States federal and state securities laws and exculpate the Lead Arrangers with respect to any liability related to the use or misuse of the contents of the Company Materials, confidential information memorandum or related marketing materials by the recipients thereof. You further agree that each document to be disseminated by the Lead Arrangers to any Lender or potential Lender in connection with the syndication of such Facility will be identified by you as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information. You acknowledge that the following documents will contain solely Public Lender Information (unless you promptly notify us otherwise and provided that you have been given a reasonable opportunity to review such documents and comply with Securities and Exchange Commission disclosure obligations): (i) drafts and final definitive documentation with respect to each Facility; (ii) administrative materials prepared by the Lead Arrangers for potential Lenders (e.g. a lender meeting invitation, allocation and/or funding and closing memoranda); and (iii) notification of changes in the terms of such Facility.

4 . Costs, Expenses and Fees . You agree to pay or reimburse the Lead Arrangers, the Administrative Agents and the Commitment Parties for all reasonable costs and expenses incurred by the Lead Arrangers, the Administrative Agents and the Commitment Parties or their respective affiliates (whether incurred before or after the date hereof) in connection with the Facilities and the preparation, negotiation, execution and delivery of this Commitment Letter, the Joint Fee Letter, the ABL Amendment, any other agreement between you and any one or more of us in connection with the Transactions (other than any engagement letter with any investment banks (“ Investment Banks ”)), the Financing Documentation and any security arrangements in connection therewith, including without limitation, the fees and disbursements of counsel, regardless of whether any of the Transactions is consummated. You further agree to pay all costs and expenses of the Lead Arrangers, the Administrative Agents and the Commitment Parties and their affiliates (including, without limitation, fees and disbursements of counsel) incurred in connection with the enforcement of any of their rights and remedies hereunder or under any other agreement between you and any one or more of us in connection with the Transactions (other than any engagement letter with any Investment Banks). In addition, you hereby agree to pay when and as due the fees described in the Joint Fee Letter and all costs relating to field examinations and equipment appraisals in respect of the Target’s and its subsidiaries’ and Holdings’ and its subsidiaries’ assets reasonably requested by, and reasonably satisfactory to, the Lead Arrangers. Once paid, such fees shall not be refundable under any circumstances. The terms of the Joint Fee Letter are an integral part of the Commitment Parties’ commitments hereunder and constitute part of this Commitment Letter for all purposes hereof, and compliance with the terms thereof is a condition precedent to the Commitment Parties’ commitment hereunder.

5. Indemnity . You agree to indemnify and hold harmless each of the Lead Arrangers, the Administrative Agents, the Commitment Parties and Lenders and their respective affiliates (including, without limitation, controlling persons) and each director, officer, employee, advisor, agent, affiliate, successor, representative and assign of each of the forgoing (each an “ Indemnified Person ”) from and against any and all actions, suits, investigation, inquiry, claims, losses, damages, liabilities, expenses or proceedings of any kind or nature whatsoever which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in connection with this Commitment Letter, the Joint Fee Letter, any other agreement between you and any one or more of us in connection with the Transactions, the Facilities, the use of proceeds thereof, the Transactions or the other transactions contemplated thereby (regardless of whether any such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or otherwise) (any of the foregoing, a “ Proceeding ”), and you agree to reimburse each Indemnified Person upon demand for any reasonable and documented legal or other out-of-pocket expenses incurred in connection with investigating, defending, preparing to defend or participating in any such Proceeding; provided , however , that no Indemnified Person will be indemnified for any such actions, suits, investigation, inquiry, claims, losses, damages, liabilities, expenses or proceedings to the extent determined by a final, nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person or material breach of this Commitment Letter by such Indemnified Person. In the case of any Proceeding to which the indemnity in this paragraph applies, such indemnity and reimbursement obligations shall be effective, whether or not such Proceeding is brought by you, the Borrower,

Target, any of your or their respective securityholders or creditors, an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto and whether or not any aspect of the Commitment Letter, the Joint Fee Letter, the Facilities or any of the Transactions is consummated. Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be responsible or liable for damages arising from the unauthorized use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission and (ii) no Indemnified Person shall have any liability (whether direct or indirect, in contract, tort or otherwise) to you, the Borrower, the Target, or any of your or their respective security holders or creditors arising out of, related to or in connection with the Commitment Letter, the Joint Fee Letter, any other agreement between you and any one or more of us in connection with the Transactions, the Facilities or any of the Transactions or the other transactions contemplated thereby, except to the extent of your direct (as opposed to special, indirect, consequential or punitive) damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence, bad faith or willful misconduct or material breach of this Commitment Letter by such Indemnified Person, and it is further agreed that the Commitment Parties shall have liability only to you (as opposed to any other person) and that each Commitment Party shall be liable solely in respect of its own commitment hereunder on a several, and not joint, basis with any other Commitment Party. The indemnity and reimbursement provisions of this paragraph shall not be applicable in the case of disputes solely between or among Indemnified Persons not relating to or in connection with acts or omissions by you or any of your affiliates other than any claims against any Commitment Party in its capacity or in fulfilling its role as a Lead Arranger, Administrative Agent or other agent, arranger or similar role under, or with respect to, any Facility and other than any claims that are determined by a court of competent jurisdiction in a final and non-appealable judgment to have arisen out of any act or omission on the part of you or any of your affiliates.

You will not, without the prior written consent of the Commitment Parties (not to be unreasonably withheld or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified Person from all liability arising out of such Proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of any such Indemnified Person.

No Indemnified Person seeking indemnification or reimbursement under this Commitment Letter with respect to a Proceeding referred to herein will, without your prior written consent (not to be unreasonably withheld or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate such Proceeding. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Person shall have requested in accordance with this Commitment Letter that you reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceeding, you shall be liable for any settlement of any Proceeding effected without your written consent if (a) such settlement is entered into more than 30 days after receipt by you of such request for reimbursement and (b) you shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement.

6. Confidentiality . This Commitment Letter is furnished solely for your benefit, and may not be relied upon or enforced by any other person or entity other than the parties hereto, the Lenders and the Indemnified Persons. This Commitment Letter is delivered to you on the condition that none of the existence of this Commitment Letter, the Joint Fee Letter or any other agreement between you and any one or more of us in connection with the Transactions, nor any of their contents shall be disclosed, directly or indirectly, by you or any of your affiliates to any other person or entity except (i) to your directors, officers, employees, and advisors and the directors, officers and advisors of the Target, in each case on a “need-to-know” basis and only in connection with the evaluation of the Transactions, and (ii) as may be compelled in a judicial or administrative proceeding, in connection with any pending legal or regulatory proceeding or as otherwise required by law. Notwithstanding the foregoing and, except in the case of paragraphs (i), (v) and (vi) below, following your acceptance of the provisions hereof and your return of an executed counterpart of this Commitment Letter and the Joint Fee Letter to us as provided below, (i) you may disclose a copy of this Commitment Letter (and the Joint Fee Letter redacted in a manner reasonably satisfactory to the Lead Arrangers) to the Target and its directors, officers, employees, attorneys and advisors, so long as the Target is informed (and agreed to inform its directors, officers, employees, attorneys and advisors) of the confidential nature of such information, (ii) you may make public disclosure of the existence and amount of the commitments hereunder and of the identity of the Administrative Agents and the Lead Arrangers, (iii) you may file a copy of this Commitment Letter (but not the Joint Fee Letter or any other agreement between you and any one or more of us in connection with the Transactions) in any proxy or public record in connection with the Transactions in which it is required by law to be filed, (iv) you may disclose this Commitment Letter (but not the Joint Fee Letter or any other agreement between you and any one or more of us in connection with the Transactions) and the contents thereof in any prospectus or other offering memorandum relating to the Notes, (v) you may make such other public disclosure of the terms and conditions hereof as, and to the extent, you are required in any legal, judicial, administrative proceeding or other compulsory process otherwise as required by applicable law or regulations (in which case you shall use commercially reasonable efforts to promptly notify us, in advance, to the extent permitted by law), (vi) you may disclose a copy of this Commitment Letter (but not the Joint Fee Letter or any other agreement between you and any one or more of us in connection with the Transactions) to ratings agencies in connection with their evaluation of the Facilities for rating purposes, (vii) you may disclose the Term Sheets (but not the Joint Fee Letter or any other agreement between you and any one or more of us in connection with the Transactions) to actual or prospective counterparties (or their advisors) to any swap or derivative transaction relating to the Borrower, the Target or any of their respective subsidiaries or any of their respective obligations, and (viii) you may disclose the amount of the fees in aggregate and original issue discount payable under the Joint Fee Letter or any other agreement between you and any one or more of us in connection with the Transactions as part of generic disclosure regarding sources and uses (but without disclosing any specific fees set forth therein) or cash flow statement in connection with any syndication of the Facilities or prospectus or offering memorandum related to the Notes (or any debt securities or loans issued pursuant to, or as contemplated by, the Joint Fee Letter) or any public filing.

The Lead Arrangers, the Administrative Agents and the Commitment Parties will use all confidential information provided to them by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent any party from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case it shall use commercially reasonable efforts to promptly notify you, in advance, to the extent permitted by law), (b) upon the request or demand of any regulatory authority having jurisdiction over such party or any of its affiliates (in which case it shall use commercially reasonable efforts to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such party or any of its affiliates, (d) to the extent that such information is received by such party from a third party that is not to its knowledge subject to confidentiality obligations to you or the Target, (e) to the extent that such information is independently developed by such party, (f) to such party’s affiliates and its and its affiliates’ respective officers, directors, employees, stockholders, partners, members, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transaction and are informed of the confidential nature of such information, (g) to rating agencies on a confidential basis, (h) to potential Lenders, participants or assignees or any potential counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any of its affiliates or any of their respective obligations, in each case who acknowledge and accept that such information is being disseminated on a confidential basis in accordance with the standard syndication processes of the Lead Arrangers or customary market standards for dissemination of such types of information, (i) for purposes of establishing a “due diligence” defense or (j) with your consent. The foregoing obligations of the Lead Arrangers, the Administrative Agents and the Commitment Parties shall remain in effect until the earlier of (i) one year from the date hereof, and (ii) the execution and delivery of the Financing Documentation by the parties thereto, at which time any confidentiality undertaking in the Financing Documentation shall supersede the provisions of this paragraph.

7. Patriot Act . We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (October 26, 2001) (as amended, the “ Patriot Act ”), we and the other Lenders are required to obtain, verify and record information that identifies Holdings, the Borrower, the Target and their respective subsidiaries, which information includes the name, address, tax identification number and other information regarding them that will allow any of us or such Lender to identify Holdings, the Borrower, the Target and their respective subsidiaries in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective on behalf of the Commitment Parties and each other Lender.

8. Governing Law etc. THIS COMMITMENT LETTER AND THE JOINT FEE LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY; PROVIDED, HOWEVER, THAT THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN IN DETERMINING (1) WHETHER A MATERIAL ADVERSE EFFECT HAS OCCURRED, (2) THE ACCURACY OF ANY MERGER AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU HAVE THE RIGHT TO TERMINATE YOUR OBLIGATIONS THEREUNDER OR TO NOT CONSUMMATE THE ACQUISITION AND (3) WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS COMMITMENT LETTER AND/OR THE RELATED JOINT FEE LETTER IS HEREBY WAIVED. You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof) in connection with any dispute related to this Commitment Letter or the Joint Fee Letter or any matters contemplated hereby or thereby and agree that any service of process, summons, notice or document by registered mail addressed to you shall be effective service of process for any suit, action or proceeding relating to any such dispute. You irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding may be enforced in any jurisdiction by suit on the judgment or in any other manner provided by law. Nothing herein will affect the right of any Lead Arranger or Administrative Agents or the Commitment Parties to serve legal process in any other manner permitted by law or affect a Lead Arranger’s or an Administrative Agent’s or the Commitment Parties’ right to bring any suit, action or proceeding against Holdings, the Borrower or their respective subsidiaries or its or their property in the courts of other jurisdictions.

9. Other Activities; No Fiduciary Relationship; Other Terms .

You acknowledge that each Commitment Party and MLPFS is a full service securities firm engaged, either directly or indirectly through its affiliates in various activities, including securities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, each Commitment Party or its affiliates may actively trade the debt and equity securities (or related derivative securities) of Holdings, the Borrower, the Target or other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. Each Commitment Party or its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities or other debt obligations of Holdings, the Borrower, the Target or other companies which may be the subject of the arrangements contemplated by this Commitment Letter.

The Lead Arrangers, the Administrative Agents and the Commitment Parties and their respective affiliates may have economic interests that conflict with those of Holdings, the Target or the Borrower and may provide financing or other services to parties whose interests conflict with yours. You agree that the Lead Arrangers, the Administrative Agents and the Commitment Parties will act under this agreement as independent contractors and that nothing in this Commitment Letter or the Joint Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lead Arrangers, the Administrative Agents and the Commitment Parties on the one hand and Holdings, the Target or the Borrower, or their respective management, stockholders or affiliates on the other hand. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Joint Fee Letter are arm’s-length commercial transactions between the Lead Arrangers, the Administrative Agents and the Commitment Parties, on the one hand, and you and the Borrower, on the other, (ii) in connection therewith and with the process leading to such transaction, the Commitment Parties are acting solely as principals and not as a fiduciaries of you, your management, stockholders, creditors or any other person, (iii) the Lead Arrangers, the Administrative Agents and the Commitment Parties have not assumed a fiduciary or, except as specified in the last sentence of the next succeeding paragraph, an advisory responsibility in favor of you with respect to the Transactions or the process leading thereto or any other obligation to you or the Borrower other than the obligations expressly set forth in this Commitment Letter and the Joint Fee Letter and (iv) you and the Borrower have consulted your and its own legal and financial advisors to the extent you or it deemed appropriate.

You further acknowledge and agree that you, the Borrower and your and its respective subsidiaries are responsible for making your and their own independent judgment with respect to the Transactions and the process leading thereto. In addition, please note that the Lead Arrangers, the Administrative Agents and the Commitment Parties and their respective affiliates do not provide accounting, tax or legal advice. Except as specified in the next succeeding sentence, you, the Borrower and your and its respective subsidiaries agree that you or they will not claim that the Lead Arrangers, the Administrative Agents or the Commitment Parties or any of their respective affiliates has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to you, the Borrower or your or its respective subsidiaries, in connection with the Transactions or the process leading thereto. Notwithstanding the foregoing, the parties acknowledge that you have retained Morgan Stanley & Co. LLC (“ MS&Co. ”) to act as your financial advisor (in such capacity, the “ Financial Advisor ”) in connection with the transactions contemplated by the Merger Agreement and that MS&Co.’s obligations to you as a Financial Advisor are set forth in and governed by a separate engagement letter in respect of such engagement.

We reserve the right to employ the services of one or more of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to us in such manner as we and such affiliates may agree in our sole discretion. You also agree that each Commitment Party may at any time and from time to time assign all or any portion of its commitments hereunder to one or more of its respective

affiliates; provided that any assignments thereof to an affiliate will not relieve such Commitment Party from any of its obligations hereunder on or prior to the Closing Date without your prior consent. You acknowledge that the Commitment Parties may share with any of its affiliates, and such affiliates may share with the Commitment Parties, any information related to the Transactions, you, Holdings, the Target, any of your or their subsidiaries or any of the matters contemplated hereby in connection with the Transactions, in each case solely for the purpose of providing you the services contemplated by this Commitment Letter in accordance with the confidentiality provisions specified in Section 6 hereof.

10. Acceptance, Termination, Amendment, etc . Please indicate your acceptance of the terms of this Commitment Letter and the Joint Fee Letter by returning to us executed counterparts hereof and thereof by no later than 5:00 p.m., New York time, on December 16, 2011. Thereafter, the commitments and other obligations of the Commitment Parties set forth in this Commitment Letter shall automatically terminate unless each of the Lenders shall in their discretion agree to an extension, upon the earliest to occur of (i) the execution and delivery of Financing Documentation by all of the parties thereto and the consummation of the Acquisition; (ii) 11:59 p.m., New York time, on June 15, 2012, or, to the extent the Outside Date (as defined in the Merger Agreement (as originally in effect)) is extended in accordance with Section 8.01(b)(i) of the Merger Agreement (as originally in effect), 11:59 p.m., New York time, on September 15, 2012; and (iii) the date of termination of the Merger Agreement (other than with respect to ongoing indemnity, confidentiality and other customary surviving provisions) in accordance with the Merger Agreement; provided that upon the execution and delivery of the ABL Amendment by the “Required Lenders” under, and as defined in, the UNA Existing ABL Facility, all commitments hereunder with respect to the UNA Replacement ABL Facility shall terminate and be of no further force or effect.

This Commitment Letter, the Joint Fee Letter and any other written agreement between you and any one or more of us in connection with the Transactions constitute the entire agreement and understanding between you and your subsidiaries and the Commitment Parties with respect to the Facilities (other than the UNA Existing ABL Facility) and supersedes all prior written or oral agreements and understandings relating to the specific matters hereof. No individual has been authorized by the Commitment Parties or any of their respective affiliates to make any oral or written statements that are inconsistent with this Commitment Letter or the Joint Fee Letter.

Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter. Delivery of an executed counterpart of a signature page to this Commitment Letter and the Joint Fee Letter by facsimile or electronic .pdf shall be effective as delivery of a manually executed counterpart of this Commitment Letter and the Joint Fee Letter. This Commitment Letter and the Joint Fee Letter may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which counterpart shall be an original, but all of which shall together constitute one and the same instrument. The provisions of Section 2, 3, 4, 5, 6, 8, 9 and this Section 10 shall survive termination of this Commitment Letter, provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance and cooperation to be provided in connection with the syndication and information

described herein and (b) confidentiality of the Joint Fee Letter and any other agreement between you and any one or more of us in connection with the Transactions and the contents thereof) shall automatically terminate and be superseded by the provisions of the Financing Documentation upon the initial funding thereunder on the Closing Date. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the parties hereto. This Commitment Letter shall not be assignable by you without our prior written consent and any purported assignment without such consent shall be null and void. This Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and any Indemnified Persons).

[Remainder of page intentionally left blank]

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.


Very truly yours,

MORGAN STANLEY SENIOR FUNDING, INC.

By:		/s/ Nicholas Romig
Name:		Nicholas Romig
Title:		Vice President


BANK OF AMERICA, N.A.

By:		/s/ Mark W. Kushemba
Name:		Mark W. Kushemba
Title:		Director


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:		/s/ Mark W. Kushemba
Name:		Mark W. Kushemba
Title:		Director


WF INVESTMENT HOLDINGS, LLC

By:		/s/ Jeffrey M. Foley
Name:		Jeffrey M. Foley
Title:		Managing Director


WELLS FARGO SECURITIES, LLC

By:		/s/ Jeffrey M. Foley
Name:		Jeffrey M. Foley
Title:		Managing Director


WELLS FARGO CAPITAL FINANCE, LLC

By:		/s/ David Klages
Name:		David Klages
Title:		Vice President

Commitment Letter

Agreed to and accepted as of

the date first written above:


UNITED RENTALS, INC.

By:		/s/ Irene Moshouris
Name:		Irene Moshouris
Title:		Senior vice President and Treasurer

Commitment Letter

EXHIBIT A

TRANSACTION DESCRIPTION

Capitalized terms used but not defined in this Exhibit A shall have the meanings assigned to them in the commitment letter to which this Exhibit A is attached or the other Exhibits to the commitment letter.

The Acquisition and related transactions will be structured as follows:

(1)

UNA, a wholly owned subsidiary of Holdings, will incur loans under the UNA ABL Facility in an aggregate principal amount of approximately $95.0 million;

(2)

Holdings will form a new wholly owned subsidiary (“ Newco ”) which will issue (either by private placement or an underwritten public sale) $650.0 million of senior secured notes (as may be reduced pursuant to the last sentence of the second paragraph in the Commitment Letter and as described in Section 1(a) of the Conditions Term Sheet) (the “ Senior Secured Notes ”) ¹ or, if and to the extent that Newco is unable to issue such principal amount of Senior Secured Notes on or prior to the Closing Date, will incur senior secured bridge loans (the “ Senior Secured Bridge Loans ”) under a senior secured bridge facility (the “ Senior Secured Bridge Facility ”) as described in the Secured Bridge Term Sheet in an aggregate principal amount equal to $650.0 million (as may be reduced pursuant to the last sentence of the second paragraph in the Commitment Letter) less the principal amount of Senior Secured Notes issued on or prior to the Closing Date;

(3)

Newco will issue (either by private placement or an underwritten public sale) $1,550.0 million of senior unsecured notes (as may be reduced pursuant to the last sentence of the second paragraph in the Commitment Letter and as described in Section 1(a) of the Conditions Term Sheet) (the “ Senior Unsecured Notes ” and, together with the Senior Secured Notes, the “ Notes ”) or, if and to the extent that Newco is unable to issue such principal amount of Senior Unsecured Notes on or prior to the Closing Date, will incur senior unsecured bridge loans (the “ Senior Unsecured Bridge Loans ” and, together with the Senior Secured Bridge Loans, the “ Bridge Loans ”) under a senior unsecured bridge facility (the “ Senior Unsecured Bridge Facility ” and, together with the Senior Secured Bridge Facility, the “ Bridge Facilities ”; the Bridge Facilities and the UNA ABL Facility are referred to collectively herein as the “ Facilities ”) as described in the

It is understood and agreed that, as contemplated in paragraph 12 of Exhibit E, the Notes may be issued prior to the Closing Date by Funding SPV (with the proceeds thereof held in escrow pending consummation of the Transactions) and that on the Closing Date (if same occurs before the escrow termination date) Newco shall expressly assume all obligations of Funding SPV and hold such escrowed proceeds for the purposes of consummating the Transactions.

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Unsecured Bridge Term Sheet in an aggregate principal amount equal to $1,550.0 million (as may be reduced pursuant to the last sentence of the second paragraph in the Commitment Letter) less the principal amount of Senior Unsecured Notes issued on or prior to the Closing Date;

(4)

An aggregate amount equal to $1,155.0 million of the borrowings under the Facilities and the proceeds of the issuances of Notes, in each case described in clauses (1) – (3) above, will be paid to Holdings in consideration for the contribution of RIII to Newco in connection with the Newco Merger (as defined below);

(5)

Pursuant to the Merger Agreement, (a) Holdings will pay to holders of the Target’s common stock on the Closing Date the amounts received by it pursuant to clause (4) above and will issue common stock of Holdings to holders of the Target’s common stock (with the cash consideration portion of the aggregate purchase price not to exceed $1,155.0 million, and the remainder of the purchase price shall consist only of (i) the assumption of up to $1,442.0 million principal amount of indebtedness of the Target and its subsidiaries and (ii) the issuance of common stock of Holdings to the shareholders of the Target) and (b) the Target will merge with and into Holdings with Holdings as the surviving entity;

(6)

On or prior to the Closing Date, the Target’s direct wholly owned subsidiary (“ RI ”) and RI’s direct wholly owned subsidiary (“ RII ”) shall each merge into the direct wholly owned subsidiary of RII (“ RIII ”), with RIII as the surviving entity;

(7)

Holdings will merge UNA and RIII into Newco, with Newco as the surviving entity (the “ Newco Merger ”);

(8)

Newco will assume the obligations of (a) UNA under the UNA ABL Facility, the Existing Public Debt (as defined in the UNA Existing ABL Facility as in effect on the date hereof) and the Existing Securitization Facility and (b) RIII under its 9.50% senior notes due 2014, 10.25% senior notes due 2019 and 8.25% senior notes due 2021, in each case which is outstanding on the date hereof;

(9)

Newco will use $1,140.0 million of the remaining borrowings under the Facilities and proceeds of the issuances of Notes to (a) repay all indebtedness of the Target and its subsidiaries (other than Permitted Surviving Debt), including (i) RIII’s senior ABL revolving facility and (ii) RIII’s 10% senior first lien last out notes due 2017, and terminate commitments and discharge (or make arrangements for discharge) all liens in connection with such indebtedness (the “ Refinancing ”) and (b) pay fees and expenses relating to the Acquisition and related transactions; and

(10)

After the Closing Date, subject to the provisions of the Bridge Facilities (if amounts are outstanding thereunder), approximately $193.0 million may be paid to Holdings in consideration for the contribution of RIII to Newco in connection with the Newco Merger and Holdings may use such funds to repurchase its outstanding equity interests.

A-2

EXHIBIT B

$650.0 MILLION SENIOR SECURED BRIDGE FACILITY

SUMMARY OF TERMS AND CONDITIONS


Borrower:		A new wholly owned subsidiary of Holdings (the “ Borrower ”). UNA and RIII will merge into the Borrower on the Closing Date, with the Borrower as the surviving entity.

Senior Secured Bridge Lead Arrangers and Book Runners:		Morgan Stanley Senior Funding, Inc. (“ MSSF ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ MLPFS ”) and Wells Fargo Securities, LLC (“ WFS ”) (together, the “ Senior Secured Bridge Lead Arrangers ”).

Senior Secured Bridge Administrative Agent:		MSSF (the “ Senior Secured Bridge Administrative Agent ”).

Senior Secured Bridge Lenders:		MSSF, MLPFS, WF Investment Holdings, LLC (“ WF ”) and a syndicate of financial institutions and institutional lenders arranged by the Senior Secured Bridge Lead Arrangers after consultation with Holdings.

Senior Secured Bridge Documentation Standards:		The Senior Secured Bridge Documentation shall be consistent with this Term Sheet, shall contain only those mandatory prepayments, representations, warranties, affirmative and negative covenants and events of default expressly set forth in this Exhibit B and shall otherwise be consistent with the indenture governing UNA’s 8.375% Senior Subordinated Notes due 2020 (as in effect on the date of the Commitment Letter), subject to adjustment to reflect then prevailing market conditions as reasonably determined by the Senior Secured Bridge Lead Arrangers, differences between senior subordinated notes and senior secured notes as reasonably determined by the Senior Secured Bridge Lead Arrangers (including without limitation with respect to baskets, structure, repayments and other terms), the pro forma credit profile of the Borrower and the operational requirements of the Borrower and its subsidiaries in light of their combined size, industries and practices (the “ Secured Bridge Documentation Standards ”).

B-1


Ranking:		The Senior Secured Bridge Loans will rank senior to all subordinated indebtedness of the Borrower and will rank pari passu with all senior debt of the Borrower, including the UNA ABL Facility.

Guarantors:		The Senior Secured Bridge Facility will be guaranteed on a senior basis by all current and future direct and indirect wholly-owned domestic subsidiaries of the Borrower that from time to time guarantee, or are borrowers under, the UNA ABL Facility (the “ Senior Secured Guarantors ”). The guarantees will rank senior to all subordinated indebtedness of a Senior Secured Guarantor and will rank pari passu with all other senior indebtedness of such Senior Secured Guarantor, including such Senior Secured Guarantor’s guarantee, or direct obligation as borrower, under the UNA ABL Facility.

Senior Secured Bridge Facility:		A $650.0 million senior secured increasing rate bridge facility (as may be reduced pursuant to the last sentence of the second paragraph in the Commitment Letter) (the “ Senior Secured Bridge Facility ”).

Purpose and Availability:		Upon satisfaction or waiver of the conditions precedent to drawing specified herein under the heading “Conditions Precedent to Funding,” the full amount of the Senior Secured Bridge Facility will be available in a single borrowing on the Closing Date and, together with the borrowings under the Senior Unsecured Bridge Facility, will be utilized (a) to finance the Acquisition and the Transactions and (b) to pay fees and expenses in connection with the Transactions. The loans made under the Senior Secured Bridge Facility on the Closing Date are herein referred to as the “ Senior Secured Initial Bridge Loans.” Once repaid, no amount of Senior Secured Initial Bridge Loans may be reborrowed.

Security:		The Senior Secured Bridge Facility will, subject to the terms of the Intercreditor Agreement (as defined below) and the Funds Certain Provisions, be secured by a valid and perfected second priority lien and security interest in the collateral of the Borrower and the Senior Secured Guarantors securing the UNA ABL Facility (the “ Collateral ”) upon the date occurring 10 days after the

B-2



		earlier to occur of (i) the date that the quarterly balance sheet of the Borrower and its restricted subsidiaries for the fiscal quarter in which the Acquisition occurred is available and (ii) the date that is 40 days after the end of the Borrower’s fiscal quarter in which the Acquisition occurs (the “ Springing Security Date ”).

Intercreditor Agreement:		The priority of the security interests in the Collateral and related creditors rights will be set forth in an intercreditor agreement (the “ Intercreditor Agreement ”) acceptable to the Senior Secured Bridge Administrative Agent, and the ABL Administrative Agent or the Existing ABL Administrative Agent, as applicable. The Intercreditor Agreement will be executed on the Closing Date.

Conversion to Extended Term Loans:		If any Senior Secured Initial Bridge Loan has not been repaid in full on or prior to the first anniversary of the Closing Date (the “ Senior Secured Rollover Date ”), subject to payment of the Senior Secured Conversion Fee (as defined in the Joint Fee Letter) and unless (i) Holdings, the Borrower or any significant subsidiary thereof is subject to a bankruptcy or other insolvency proceeding or (ii) there exists a matured payment default with respect to the Senior Secured Initial Bridge Loans, the Senior Secured Initial Bridge Loans shall automatically be converted into term loans (each, an “ Senior Secured Extended Term Loan ” and, together with the Senior Secured Initial Bridge Loans, the “ Senior Secured Loans ”) maturing on the sixth anniversary of the Closing Date (the “ Senior Secured Bridge Final Maturity Date ”), subject to the Senior Secured Bridge Lenders’ rights to convert Senior Secured Initial Bridge Loans into Senior Secured Exchange Notes as set forth below. Any Senior Secured Initial Bridge Loan not converted into a Senior Secured Extended Term Loan on the Senior Secured Rollover Date shall mature on the Senior Secured Rollover Date.

Exchange into Senior Secured Exchange Notes :		Each Senior Secured Bridge Lender of a Senior Secured Initial Bridge Loan or Senior Secured Extended Term Loan that is (or will immediately transfer its Senior Secured Exchange Notes to) an Eligible Holder (as defined in Annex I-B ) will have the option, at any time on or after the Senior Secured Rollover Date, to receive notes (the “ Senior Secured Exchange Notes ”) in exchange for such

B-3



		Senior Secured Initial Bridge Loans or Senior Secured Extended Term Loans having the terms set forth in the term sheet attached hereto as Annex I-B . Notwithstanding the foregoing, the Borrower will not be required to exchange Senior Secured Extended Term Loans for Senior Secured Exchange Notes unless at least $50.0 million of Senior Secured Exchange Notes would be outstanding immediately after such exchange. In connection with each such exchange, if requested by any Senior Secured Bridge Lender that is a Senior Secured Bridge Lender as of the Closing Date (each, an “ Senior Secured Initial Bridge Lender ”), the Borrower shall (i) deliver to the Senior Secured Bridge Lender that is receiving Senior Secured Exchange Notes, and to such other Senior Secured Bridge Lenders as such Senior Secured Initial Bridge Lender requests, an offering memorandum of the type customarily utilized in a Rule 144A offering of high yield securities covering the resale of such Senior Secured Exchange Notes by such Senior Secured Bridge Lenders, in such form and substance as reasonably acceptable to the Borrower and such Senior Secured Initial Bridge Lender, and keep such offering memorandum updated in a manner as would be required pursuant to a customary Rule 144A securities purchase agreement, (ii) execute an exchange agreement containing provisions customary in Rule 144A securities purchase agreements (including indemnification provisions) and a registration rights agreement customary in Rule 144A offerings, in each case, if requested by such Senior Secured Initial Bridge Lender, (iii) deliver or cause to be delivered such opinions and accountants’ comfort letters addressed to the Senior Secured Initial Bridge Lender and such certificates as the Senior Secured Initial Bridge Lender may request as would be customary in Rule 144A offerings and otherwise in form and substance satisfactory to the Senior Secured Initial Bridge Lender and (iv) take such other actions, and cause its advisors, auditors and counsel to take such actions, as reasonably requested by the Senior Secured Initial Bridge Lender in connection with issuances or resales of Senior Secured Exchange Notes, including providing such information regarding the business and operations of the Borrower and its subsidiaries as is reasonably requested by any prospective holder of Senior Secured Exchange Notes and customarily provided in due diligence investigations in connection with purchases or resales of securities.

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Interest Rate:		Prior to the Senior Secured Rollover Date, the Senior Secured Initial Bridge Loans will accrue interest at a rate per annum equal to the three-month London Interbank Offered Rate (“ LIBOR ”), as determined by the Senior Secured Bridge Administrative Agent for a corresponding U.S. dollar deposit amount (adjusted quarterly) plus the Spread (as described in the following paragraph).

		The “ Spread ” will initially be 587.5 basis points. If the Senior Secured Initial Bridge Loans are not repaid in full within three months following the Closing Date, the Spread will increase by 50 basis points at the beginning of the subsequent three-month period and shall increase by an additional 50 basis points at the beginning of each three-month period thereafter (but, in any event, not on the Senior Secured Rollover Date). LIBOR will be adjusted for maximum statutory reserve requirements (if any); provided that LIBOR shall be deemed to be not less than 1.50% per annum.

		Interest on the Senior Secured Initial Bridge Loans will be payable in arrears at the end of each three-month period and at the Senior Secured Rollover Date. Notwithstanding the above, the interest rate on the Senior Secured Initial Bridge Loans shall not exceed the Senior Secured Cap (as defined in the Joint Fee Letter).

		Senior Secured Extended Term Loans will accrue interest at the Senior Secured Cap.

		Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.

Default Interest:		Upon the occurrence and during the continuance of a payment default (after giving effect to applicable grace periods), interest will accrue on the defaulted amount at a rate of 2.0% per annum plus the rate otherwise applicable to the loans under the Senior Secured Bridge Facility and will be payable on demand; provided that after the Senior Secured Rollover Date, the Senior Secured Initial Bridge Loans (i.e., if the conditions to conversion into Senior Secured Extended Term Loans are not satisfied) will accrue interest at a rate of 2.0% per annum in excess of the Senior Secured Cap.

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Mandatory Prepayment:		The Borrower will be required to prepay Senior Secured Initial Bridge Loans and Senior Secured Extended Term Loans, without premium or penalty, on a pro rata basis, at par plus accrued and unpaid interest, in an amount equal to (a) 100% of the net proceeds received from the non-ordinary course sale or other disposition of assets of the Borrower or any of its subsidiaries after the Closing Date (other than sales of equipment and inventory, dispositions of obsolete or worn-out property and property no longer useful in the business and other customary exceptions to be agreed) and other than amounts reinvested in assets to be used in the Borrower’s business within 12 months of such disposition, (b) 100% of all casualty and condemnation proceeds received by the Borrower or any of its subsidiaries, subject to reinvestment rights to be agreed, (c) 100% of the net proceeds received by the Borrower or any of its subsidiaries from the issuance of debt or preferred stock after the Closing Date, other than (i) drawings in the ordinary course under the Existing UNA ABL Facility or Replacement UNA ABL Facility, (ii) proceeds of the Existing Securitization Facility and (iii) other customary exceptions to be agreed and (d) 100% of the net proceeds received from the issuance of equity by, or equity contributions to, the Borrower or any of its subsidiaries after the Closing Date, other than customary exceptions to be agreed including equity securities issued pursuant to equity compensation arrangements. The foregoing prepayment obligation (other than the obligation to prepay pursuant to clause (c) with proceeds from issuance of Senior Secured Notes or other Qualifying Senior Debt (to be defined in the Senior Secured Bridge Documentation)) shall be subject to prior prepayments of the UNA ABL Facility, if, and to the extent, required thereunder. In addition, if MSSF, MLPFS, WF and the Additional Agents and their affiliates constitute the only Senior Secured Bridge Lenders, the Borrower will be permitted to prepay amounts due under the Senior Unsecured Loans and/or Senior Unsecured Exchange Notes in accordance with the mandatory prepayment provisions thereunder prior to making any mandatory prepayment in accordance with this section.

		In addition, upon the occurrence of a change of control of the Borrower (to be defined in a manner consistent with the UNA Existing ABL Facility (as in effect on the date of the Commitment Letter) with such amendments as

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		contemplated by the ABL Amendment), the Borrower will be required to prepay the outstanding principal amount of the Senior Secured Initial Bridge Loans and Senior Secured Extended Term Loans, on a pro rata basis, at a price of 101% of the principal amount thereof, plus accrued and unpaid interest, to the date of prepayment.

Optional Prepayments :		The Senior Secured Initial Bridge Loans may be prepaid, in whole or in part, without premium or penalty, at the option of the Borrower, at any time with prior notice, at par plus accrued and unpaid interest and breakage costs.

		Until the third anniversary of the Closing Date, prepayment of Senior Secured Extended Term Loans will be subject to a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable Treasury securities plus 50 basis points. Thereafter, Senior Secured Extended Term Loans will be prepayable at the option of the Borrower at a premium equal to 50% of the coupon on the Senior Secured Extended Term Loans, declining ratably to par on the date which is one year prior to the Senior Secured Bridge Final Maturity Date.

		In addition, Senior Secured Extended Term Loans will be prepayable at the option of the Borrower prior to the third anniversary of the Closing Date with the net cash proceeds of qualified equity offerings of Holdings that are contributed to the Borrower at a premium equal to the coupon on Senior Secured Extended Term Loans; provided that after giving effect to such prepayment at least 65% of the aggregate principal amount of Senior Secured Extended Term Loans originally made shall remain outstanding.

Conditions Precedent to Funding:		Conditions precedent to borrowing under the Senior Secured Bridge Facility shall be limited to (a) those set forth in the third paragraph of Section 1 of the Commitment Letter and applicable conditions in the Conditions Term Sheet and (b) delivery to the Senior Secured Bridge Administrative Agent of a notice of borrowing.

Representations and Warranties:		Representations and warranties applicable to the Borrower and its subsidiaries will be limited to the following, in each case with customary exceptions and qualifications to be mutually agreed and consistent with financings of this kind and the Secured Bridge Documentation Standards:

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		corporate existence; corporate power and authority; non-contravention and enforceability of the Senior Secured Bridge Documentation; no conflicts with law, charter documents or contractual obligations; accuracy and completeness of financial and other information (including pro forma financial information and projections); no material adverse change (to be defined); compliance with applicable laws and regulations, including ERISA, environmental laws and Federal Reserve regulations; absence of undisclosed liabilities; consents; ownership of property; no liens; intellectual property; Patriot Act compliance; OFAC compliance; subsidiaries; status as senior debt; no material litigation; inapplicability of the Investment Company Act of 1940; solvency (on a consolidated basis); payment of taxes and other obligations; no default or event of default; employment and labor relations; and maintenance of insurance.

Affirmative Covenants:		Affirmative covenants applicable to the Borrower and its subsidiaries will be limited to the following, in each case with customary exceptions, baskets and qualifications to be mutually agreed and the Secured Bridge Documentation Standards: delivery of certified quarterly and audited annual financial statements (including related management and discussion analysis), accountants’ letters, reports to shareholders, notices of defaults, litigation and other events that would have a material adverse effect, budgets, compliance certificates and other information customarily supplied in a transaction of this type; compliance with applicable laws and regulations, including ERISA, environmental laws and Federal Reserve regulations; payment of taxes and other obligations; maintenance of appropriate and adequate insurance; use of proceeds; preservation of corporate existence, rights (charter and statutory), and material permits, licenses and approvals; visitation and inspection rights; keeping of proper books and records; maintenance of properties; further assurances (including, without limitation, with respect to providing (i) a valid and perfected second priority lien and security interest in the Collateral on the Springing Security Date and (ii) security interests in after-acquired property); commercially reasonable efforts to maintain public corporate credit/family ratings of the Borrower and ratings of the Senior Secured Bridge Facility from Moody’s and S&P (but not to maintain a specific rating); no increases to

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		the facility size (as existing on the date of the Commitment Letter) under the UNA ABL Facility or the Existing Securitization Facility to the extent such increases would reasonably be expected to impair the ability to secure the Senior Secured Notes and/or Senior Secured Bridge Facility on the Springing Security Date; and compliance with the obligation to publicly sell or privately place Securities (as defined in the Joint Fee Letter) to be consummated promptly following issuance of the Securities Demand (as defined in the Joint Fee Letter) and to pay the Senior Secured Conversion Fee (as defined in the Joint Fee Letter) on the Senior Secured Rollover Date, in each case on terms satisfactory to the Senior Secured Bridge Facility Lenders. In addition, to the extent requested by the Lead Arrangers, the Borrower shall deliver on the Closing Date certifications by officers of the Borrower that are reasonably acceptable to the Lead Arrangers with respect to the calculations and computations under the documents governing the Permitted Surviving Debt required to support the “no conflicts” opinions with respect to the Permitted Surviving Debt).

Negative Covenants:		Negative covenants applicable to the Borrower and its subsidiaries will be limited to the following, in each case with customary exceptions, baskets and qualifications to be mutually agreed and the Secured Bridge Documentation Standards:

		1. Limitations on liens and further negative pledges.

		2. Limitations on sale-leaseback transactions.

		3. Limitations on debt (including, without limitation, guarantees and other contingent obligations, and including the subordination of all intercompany indebtedness on terms reasonably satisfactory to the Senior Secured Bridge Lenders) and any prepayment, redemption or repurchase of such debt.

		4. Limitations on mergers, consolidations and acquisitions.

		5. Limitations on sales, transfers and other dispositions of assets.

		6. Limitations on loans and other investments.

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		7. Limitations on dividends and other distributions, stock repurchases and redemptions and other restricted payments.

		8. Limitations on capital expenditures and operating leases.

		9. Limitations on restrictions affecting subsidiaries.

		10. Limitations on transactions with affiliates.

		11. Limitations on issuances of disqualified preferred stock.

		12. No change in (i) the nature of their business, (ii) accounting policies or (iii) fiscal year.

		13. No modification or waiver of material documents (including, without limitation, charter documents of the Borrower and its subsidiaries or any other material debt) in a manner materially adverse to the Senior Secured Bridge Lenders.

		In addition, no dividend, distribution or other payment shall be permitted to be made directly or indirectly to Holdings if such amounts are used or to be used to repurchase outstanding equity interests of Holdings or any other direct or indirect parent of the Borrower. Notwithstanding the foregoing, it is understood that the Senior Secured Bridge Documentation will not contain any maintenance covenants.

Events of Default:		Events of default will be limited to the following, in each case with customary exceptions, baskets and qualifications to be mutually agreed upon and the Secured Bridge Documentation Standards: failure to pay principal when due or interest or other amounts within a specified grace period (to be determined) after the same becomes due; breach of representations, warranties or covenants; cross-default (other than with respect to the Existing Securitization Facility) and cross-acceleration; bankruptcy and insolvency events; judgment defaults; actual or asserted invalidity or impairment of Senior Secured Bridge Documentation, guarantees, Collateral or subordination provisions (of subordinated debt); standard ERISA defaults; failure to grant a valid and perfected second priority lien and security interest in any material portion of the Collateral on or prior to the Springing Security Date and failure to comply with any Securities Demand requirements as set forth in the Joint Fee Letter.

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Expenses and Indemnity:		The Borrower shall pay or reimburse all reasonable costs and expenses incurred in connection with the syndication of the Senior Secured Bridge Facility and with the preparation, negotiation, execution and delivery of the Senior Secured Bridge Documentation, including without limitation, the reasonable and documented fees and disbursements of counsel. You further agree to pay all reasonable costs and expenses of the Senior Secured Bridge Administrative Agent, the Senior Secured Bridge Lenders and their respective affiliates (including, without limitation, reasonable and documented fees and disbursements of counsel) incurred in connection with the administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of, and enforcement of any of its rights and remedies under, the Senior Secured Bridge Documentation.

		The Borrower will indemnify the Senior Secured Bridge Lenders, the Commitment Parties, the Senior Secured Bridge Lead Arrangers, the Senior Secured Bridge Administrative Agent and their respective affiliates, and hold them harmless from and against all reasonable and documented out-of-pocket costs, expenses (including but not limited to reasonable and documented legal fees and expenses) and liabilities arising out of or relating to the Transactions and any actual or proposed use of the proceeds of any loans made under the Senior Secured Bridge Facility; provided , however , that no such person will be indemnified for costs, expenses or liabilities to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have been incurred solely from the gross negligence, bad faith or willful misconduct of such person.

Waivers and Amendments:		Amendments and waivers of the provisions of the Senior Secured Bridge Documentation shall require the approval of Senior Secured Bridge Lenders holding not less than a majority of the aggregate principal amount of the loans and commitments under the Senior Secured Bridge Facility; provided that (a) the consent of each affected Senior Secured Bridge Lender shall be required with respect to (i) increases in the commitment of such Senior Secured Bridge Lender; (ii) reductions of principal, interest or fees of such Senior Secured Bridge Lender; (iii) extensions of scheduled amortization or the final maturity date and (iv) modifications to the pro rata provisions and (b) the consent

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		of all of the Senior Secured Bridge Lenders shall be required with respect to (i) modification of the voting percentages (or any of the applicable definitions related thereto) and (ii) releases of all or substantially all of the guarantees or the Collateral.

Assignments and Participations:		Each Senior Secured Bridge Lender may assign all or, subject to minimum amounts to be agreed, a portion of its loans and commitments under the Senior Secured Bridge Facility. Assignments will require payment of an administrative fee to the Senior Secured Bridge Administrative Agent and, except for an assignment to an existing Senior Secured Bridge Lender or an affiliate of an existing Senior Secured Bridge Lender, the consent of the Senior Secured Bridge Administrative Agent. In addition, each Senior Secured Bridge Lender may sell participations in all or a portion of its loans and commitments under the Senior Secured Bridge Facility; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Senior Secured Bridge Lender to exercise voting rights in respect of the Senior Secured Bridge Facility (except as to certain unanimous issues).

Yield Protection, Taxes and Other Deductions:		The Senior Secured Bridge Documentation will contain customary provisions for facilities of this kind consistent with the Secured Bridge Documentation Standards, including, without limitation, in respect of breakage and redeployment costs, funding losses, capital adequacy, illegality and requirements of law. All payments shall be free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than income taxes in the jurisdiction of a Senior Secured Bridge Lender’s applicable lending office).

Increased Costs:		The Senior Secured Bridge Documentation will contain increased cost provisions consistent with those in the UNA Existing ABL Facility.

Lender Replacement:		The Senior Secured Bridge Documentation shall contain provisions consistent with those in the UNA Existing ABL Facility for replacing increased-cost Senior Secured Bridge Lenders, or non-consenting Senior Secured Bridge Lenders in connection with amendments and waivers requiring the consent of all Senior Secured Bridge Lenders or of all Senior Secured Bridge Lenders directly affected thereby so

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		long as Senior Secured Bridge Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Senior Secured Bridge Facility shall have consented thereto.

Governing Law:		The State of New York. Each party to the Senior Secured Bridge Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The Borough of Manhattan, The City of New York.

Counsel to the Senior Secured Bridge Lead Arrangers and Senior Secured Bridge Administrative Agent:		White & Case LLP.

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ANNEX I-B

SENIOR SECURED EXCHANGE NOTES

SUMMARY OF TERMS AND CONDITIONS


Issuer:		The Borrower will issue Senior Secured Exchange Notes under an indenture which complies with the Trust Indenture Act (the “ Senior Secured Indenture ”). The Borrower in its capacity as issuer of the Senior Secured Exchange Notes is referred to as the “ Issuer .”

Guarantors :		Same as Senior Secured Bridge Loans.

Principal Amount :		The Senior Secured Exchange Notes will be available only in exchange for (i) the Senior Secured Initial Bridge Loans on the Senior Secured Rollover Date or (ii) the Senior Secured Extended Term Loans at any time. The principal amount of any Senior Secured Exchange Note will equal 100% of the aggregate principal amount of the Senior Secured Initial Bridge Loans or the Senior Secured Extended Term Loans for which it is exchanged.

Maturity :		The Senior Secured Exchange Notes will mature on the Senior Secured Bridge Final Maturity Date.

Interest Rate :		The Senior Secured Exchange Notes will bear interest at a rate equal to the Senior Secured Cap. Such interest will be payable semi-annually in arrears.

		Calculation of interest shall be on the basis of the actual number of days elapsed in a year of twelve 30-day months.

Default Interest :		In the event of a payment default (after giving effect to the applicable grace periods) on the Senior Secured Exchange Notes, interest will accrue on defaulted amounts at a rate of 2.0% per annum in excess of the rate otherwise applicable to the Senior Secured Exchange Notes, and will be payable in accordance with the provisions described above under the heading “Interest Rate.”

Ranking :		Same as Senior Secured Initial Bridge Loans.

Collateral :		Same as Senior Secured Initial Bridge Loans.

Intercreditor Matters :		Same as Senior Secured Initial Bridge Loans.

Annex I-B-1



Mandatory Offer to Purchase :		The Issuer will be required to offer to purchase the Senior Secured Exchange Notes upon a change of control (to be defined in a manner consistent with the UNA Existing ABL Facility (as in effect on the date of the Commitment Letter) with such amendments as contemplated by the ABL Amendment) at 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. The Issuer will also be required to offer to purchase Senior Secured Exchange Notes with the proceeds of certain asset sales (consistent with the Senior Secured Initial Bridge Loans) at 100% of the principal amount thereof plus accrued interest to the date of purchase, subject to prior prepayments of the UNA ABL Facility and/or Senior Unsecured Exchange Notes, if, and to the extent, required thereunder.

Optional Redemption :		Until the third anniversary of the Closing Date, the Senior Secured Exchange Notes will be redeemable at a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable U.S. Treasury securities plus 50 basis points. Thereafter, the Senior Secured Exchange Notes will be redeemable at the option of the Issuer at a premium equal to 50% of the coupon on the Senior Secured Exchange Notes, declining ratably to par on the date which is one year prior to the Senior Secured Bridge Final Maturity Date.

		In addition, Senior Secured Exchange Notes will be redeemable at the option of the Issuer prior to the third anniversary of the Closing Date with the net cash proceeds of qualified equity offerings of Holdings that are contributed to the Issuer at a premium equal to the coupon on the Senior Secured Exchange Notes; provided that after giving effect to such redemption at least 65% of the aggregate principal amount of Senior Secured Exchange Notes originally issued shall remain outstanding.

Registration Rights :		The Issuer will be required to:

		• within 90 days after the Senior Secured Rollover Date, file a registration statement for an offer to exchange the Senior Secured Exchange Notes for publicly registered notes with identical terms;

		• use its reasonable best efforts to cause the registration statement to become effective under the Securities Act of 1933, as amended (the “ Securities Act”) within 180 days after the Senior Secured Rollover Date;

Annex I-B-2



		• complete the exchange offer on or before 210 days after the Senior Secured Rollover Date; and

		• file a shelf registration statement for the resale of the Senior Secured Exchange Notes if it cannot complete an exchange offer on or before the 210th day after the Senior Secured Rollover Date.

		If the Issuer does not comply with these obligations (a “ Senior Secured Bridge Registration Default ”), the Issuer shall pay liquidated damages to each holder of Senior Secured Exchange Notes with respect to the first 90-day period immediately following the occurrence of the first Senior Secured Bridge Registration Default in an amount equal to 0.25% per annum on the principal amount of Senior Secured Exchange Notes held by such holder. The amount of the liquidated damages will increase by an additional 0.25% per annum on the principal amount of Senior Secured Exchange Notes with respect to each subsequent 90-day period until all Senior Secured Bridge Registration Defaults have been cured, up to a maximum amount of liquidated damages for all Senior Secured Bridge Registration Defaults of 1.00% per annum.

Right to Transfer Exchange Notes:		Each holder of Senior Secured Exchange Notes shall have the right to transfer its Senior Secured Exchange Notes in whole or in part, at any time to an Eligible Holder (as defined below) and, after the Senior Secured Exchange Notes are registered pursuant to the provisions described under “Registration Rights,” to any person or entity; provided that if the Issuer or any of its affiliates holds Senior Secured Exchange Notes, such Senior Secured Exchange Notes shall be disregarded in any voting. “ Eligible Holder ” will mean (a) an institutional “accredited investor” within the meaning of Rule 501 under the Securities Act, (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, (c) a person acquiring the Senior Secured Exchange Notes pursuant to an offer and sale occurring outside of the United States within the meaning of Regulation S under the Securities Act or (d) a person acquiring the Senior Secured Exchange Notes in a transaction that is, in the opinion of counsel acceptable to the Issuer, exempt from the registration requirements of the Securities Act; provided that in each case such Eligible Holder represents that it is

Annex I-B-3



		acquiring the Senior Secured Exchange Notes for its own account and that it is not acquiring such Senior Secured Exchange Notes with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof.

Covenants :		Those typical for an indenture governing publicly traded high yield debt securities and no more restrictive than the covenants applicable to the Senior Secured Extended Term Loans. Notwithstanding anything to the contrary, it is understood that the Senior Secured Indenture will not contain any maintenance covenants.

Events of Default :		Those typical for an indenture governing publicly traded high yield debt securities and no more restrictive than the events of default applicable to the Senior Secured Extended Term Loans.

Governing Law :		The State of New York. Each party to the Senior Secured Bridge Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The Borough of Manhattan, The City of New York.

Annex I-B-4

EXHIBIT C

$1,550.0 MILLION SENIOR UNSECURED BRIDGE FACILITY

SUMMARY OF TERMS AND CONDITIONS


Borrower:		A new wholly owned subsidiary of Holdings (the “ Borrower ”). UNA and RIII will merge into the Borrower on the Closing Date, with the Borrower as the surviving entity.

Senior Unsecured Bridge Lead Arrangers and Book Runners:		Morgan Stanley Senior Funding, Inc. (“ MSSF ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ MLPFS ”) and Wells Fargo Securities, LLC (together, the “ Senior Unsecured Bridge Lead Arrangers ”).

Senior Unsecured Bridge Administrative Agent:		MSSF (the “ Senior Unsecured Bridge Administrative Agent ”).

Senior Unsecured Bridge Lenders:		MSSF, MLPFS, WF Investment Holdings, LLC and a syndicate of financial institutions and institutional lenders arranged by the Senior Unsecured Bridge Lead Arrangers after consultation with Holdings.

Senior Unsecured Bridge Documentation Standards:		The Senior Unsecured Bridge Documentation shall be consistent with this Term Sheet, shall contain only those mandatory prepayments, representations, warranties, affirmative and negative covenants and events of default expressly set forth in this Exhibit C and shall otherwise be consistent with the indenture governing UNA’s 8.375% Senior Subordinated Notes due 2020 (as in effect on the date of the Commitment Letter), subject to adjustment to reflect then prevailing market conditions as reasonably determined by the Senior Unsecured Bridge Lead Arrangers, differences between senior subordinated notes and senior unsecured notes as reasonably determined by the Senior Unsecured Bridge Lead Arrangers (including without limitation with respect to baskets, structure, repayments and other terms), the pro forma credit profile of the Borrower and the operational requirements of the Borrower and its subsidiaries in light of their combined size, industries and practices (the “ Unsecured Bridge Documentation Standards ”).

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Ranking:		The Senior Unsecured Bridge Loans will rank senior to all subordinated indebtedness of the Borrower and will rank pari passu with all senior debt of the Borrower, including the UNA ABL Facility.

Guarantors:		The Senior Unsecured Bridge Facility will be guaranteed on a senior basis by all current and future direct and indirect wholly-owned domestic subsidiaries of the Borrower that from time to time guarantee, or are borrowers under, the UNA ABL Facility (the “ Senior Unsecured Guarantors ”). The guarantees will rank senior to all subordinated indebtedness of a Senior Unsecured Guarantor and will rank pari passu with all other senior indebtedness of such Senior Unsecured Guarantor, including such Senior Unsecured Guarantor’s guarantees, or direct obligation as borrower, under the UNA ABL Facility.

Senior Unsecured Bridge Facility:		A $1,550.0 million senior unsecured increasing rate bridge facility (as may be reduced pursuant to the last sentence of the second paragraph in the Commitment Letter) (the “ Senior Unsecured Bridge Facility ”).

Purpose and Availability:		Upon satisfaction or waiver of the conditions precedent to drawing specified herein under the heading “Conditions Precedent to Funding,” the full amount of the Senior Unsecured Bridge Facility will be available in a single borrowing on the Closing Date and, together with the borrowings under the Senior Secured Bridge Facility, will be utilized (a) to finance the Acquisition and the Transactions and (b) to pay fees and expenses in connection with the Transactions. The loans made under the Senior Unsecured Bridge Facility on the Closing Date are herein referred to as the “ Senior Unsecured Initial Bridge Loans.” Once repaid, no amount of Senior Unsecured Initial Bridge Loans may be reborrowed.

Security:		None.

Conversion to Extended Term Loans:		If any Senior Unsecured Initial Bridge Loan has not been repaid in full on or prior to the first anniversary of the Closing Date (the “ Senior Unsecured Rollover Date ”),

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		subject to payment of the Senior Unsecured Conversion Fee (as defined in the Joint Fee Letter) and unless (i) Holdings, the Borrower or any significant subsidiary thereof is subject to a bankruptcy or other insolvency proceeding or (ii) there exists a matured payment default with respect to the Senior Secured Initial Bridge Loans, the Senior Unsecured Initial Bridge Loans shall automatically be converted into term loans (each, an “ Senior Unsecured Extended Term Loan ” and, together with the Senior Unsecured Initial Bridge Loans, the “ Senior Unsecured Loans ”) maturing on the eighth anniversary of the Closing Date (the “ Senior Unsecured Bridge Final Maturity Date ”), subject to the Senior Unsecured Bridge Lenders’ rights to convert Senior Unsecured Initial Bridge Loans into Senior Unsecured Exchange Notes as set forth below. Any Senior Unsecured Initial Bridge Loan not converted into a Senior Unsecured Extended Term Loan on the Senior Unsecured Rollover Date shall mature on the Senior Unsecured Rollover Date.

Exchange into Senior Unsecured Exchange Notes :		Each Senior Unsecured Bridge Lender of a Senior Unsecured Initial Bridge Loan or Senior Unsecured Extended Term Loan that is (or will immediately transfer its Senior Unsecured Exchange Notes to) an Eligible Holder (as defined in Annex I-C ) will have the option, at any time on or after the Senior Unsecured Rollover Date, to receive notes (the “ Senior Unsecured Exchange Notes ”) in exchange for such Senior Unsecured Initial Bridge Loans or Senior Unsecured Extended Term Loans having the terms set forth in the term sheet attached hereto as Annex I-C . Notwithstanding the foregoing, the Borrower will not be required to exchange Senior Unsecured Extended Term Loans for Senior Unsecured Exchange Notes unless at least $100.0 million of Senior Unsecured Exchange Notes would be outstanding immediately after such exchange. In connection with each such exchange, if requested by any Senior Unsecured Bridge Lender that is a Senior Unsecured Bridge Lender as of the Closing Date (each, an “ Senior Unsecured Initial Bridge Lender ”), the Borrower shall (i) deliver to the Senior Unsecured Bridge Lender that is receiving Senior Unsecured Exchange Notes, and to such other Senior Unsecured Bridge Lenders as such Senior Unsecured Bridge Initial Lender requests, an offering memorandum of the type customarily utilized in a Rule

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		144A offering of high yield securities covering the resale of such Senior Unsecured Exchange Notes by such Senior Unsecured Bridge Lenders, in such form and substance as reasonably acceptable to the Borrower and such Senior Unsecured Initial Bridge Lender, and keep such offering memorandum updated in a manner as would be required pursuant to a customary Rule 144A securities purchase agreement, (ii) execute an exchange agreement containing provisions customary in Rule 144A securities purchase agreements (including indemnification provisions) and a registration rights agreement customary in Rule 144A offerings, in each case, if requested by such Senior Unsecured Initial Bridge Lender, (iii) deliver or cause to be delivered such opinions and accountants’ comfort letters addressed to the Senior Unsecured Initial Bridge Lender and such certificates as the Senior Unsecured Initial Bridge Lender may request as would be customary in Rule 144A offerings and otherwise in form and substance satisfactory to the Senior Unsecured Initial Bridge Lender and (iv) take such other actions, and cause its advisors, auditors and counsel to take such actions, as reasonably requested by the Senior Unsecured Initial Bridge Lender in connection with issuances or resales of Senior Unsecured Exchange Notes, including providing such information regarding the business and operations of the Borrower and its subsidiaries as is reasonably requested by any prospective holder of Senior Unsecured Exchange Notes and customarily provided in due diligence investigations in connection with purchases or resales of securities.

Interest Rate:		Prior to the Senior Unsecured Rollover Date, the Senior Unsecured Initial Bridge Loans will accrue interest at a rate per annum equal to the three-month London Interbank Offered Rate (“ LIBOR ”), as determined by the Senior Unsecured Bridge Administrative Agent for a corresponding U.S. dollar deposit amount (adjusted quarterly) plus the Spread (as described in the following paragraph).

		The “ Spread ” will initially be 737.5 basis points. If the Senior Unsecured Initial Bridge Loans are not repaid in full within three months following the Closing Date, the Spread will increase by 50 basis points at the beginning of the subsequent three-month period and shall increase by an additional 50 basis points at the beginning of each three-month period thereafter (but, in any event, not on the

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		Senior Unsecured Rollover Date). LIBOR will be adjusted for maximum statutory reserve requirements (if any); provided that LIBOR shall be deemed to be not less than 1.50% per annum.

		Interest on the Senior Unsecured Initial Bridge Loans will be payable in arrears at the end of each three-month period and at the Senior Unsecured Rollover Date. Notwithstanding the above, the interest rate on the Senior Unsecured Initial Bridge Loans shall not exceed the Senior Unsecured Cap (as defined in the Joint Fee Letter).

		Senior Unsecured Extended Term Loans will accrue interest at the Senior Unsecured Cap.

		Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.

Default Interest:		Upon the occurrence and during the continuance of a payment default (after giving effect to applicable grace periods), interest will accrue on the defaulted amounts at a rate of 2.0% per annum plus the rate otherwise applicable to the loans under the Senior Unsecured Bridge Facility and will be payable on demand; provided that after the Senior Unsecured Rollover Date, the Senior Unsecured Initial Bridge Loans (i.e., if the conditions to conversion into Senior Unsecured Extended Term Loans are not satisfied) will accrue interest at a rate of 2.0% per annum in excess of the Senior Unsecured Cap.

Mandatory Prepayment:		The Borrower will be required to prepay Senior Unsecured Initial Bridge Loans and Senior Unsecured Extended Term Loans, without premium or penalty, on a pro rata basis, at par plus accrued and unpaid interest, in an amount equal to (a) 100% of the net proceeds received from the non-ordinary course sale or other disposition of assets of the Borrower or any of its subsidiaries after the Closing Date, (other than sales of equipment and inventory, dispositions of obsolete or worn-out property and property no longer useful in the business and other customary exceptions to be agreed) and other than amounts reinvested in assets to be used in the Borrower’s business within 12 months of such disposition or, with respect to collateral thereunder, that is required to be paid to the lenders under the Senior Secured Bridge Facility, (b) 100% of all casualty and condemnation proceeds received by the Borrower or any of its

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		subsidiaries, subject to reinvestment rights to be agreed, (c) 100% of the net proceeds received by the Borrower or any of its subsidiaries from the issuance of debt or preferred stock after the Closing Date, other than (i) drawings in the ordinary course under the Existing UNA ABL Facility or Replacement UNA ABL Facility, (ii) proceeds of the Existing Securitization Facility and (iii) other customary exceptions to be agreed and (d) 100% of the net proceeds received from the issuance of equity by, or equity contributions to, the Borrower or any of its subsidiaries after the Closing Date, other than customary exceptions to be agreed including equity securities issued pursuant to equity compensation arrangements. The foregoing prepayment obligation (other than the obligation to prepay pursuant to clause (c) with proceeds from issuance of Senior Unsecured Notes or other Qualifying Senior Debt (to be defined in the Senior Unsecured Bridge Documentation)) shall be subject to prior prepayments of the UNA ABL Facility, if, and to the extent, required thereunder.

		In addition, upon the occurrence of a change of control of the Borrower (to be defined in a manner consistent with the UNA Existing ABL Facility (as in effect on the date of the Commitment Letter) with such amendments as contemplated by the ABL Amendment), the Borrower will be required to prepay the outstanding principal amount of the Senior Unsecured Initial Bridge Loans and Senior Unsecured Extended Term Loans, on a pro rata basis, at a price of 101% of the principal amount thereof, plus accrued and unpaid interest, to the date of prepayment.

Optional Prepayments :		The Senior Unsecured Initial Bridge Loans may be prepaid, in whole or in part, without premium or penalty, at the option of the Borrower, at any time with prior notice, at par plus accrued and unpaid interest and breakage costs.

		Until the fourth anniversary of the Closing Date, prepayment of Senior Unsecured Extended Term Loans will be subject to a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable Treasury securities plus 50 basis points. Thereafter, Senior Unsecured Extended Term Loans will be prepayable at the option of the Borrower at a premium equal to 50% of the coupon on the Senior Unsecured Extended Term Loans, declining ratably to par on the date which is two years prior to the Senior Unsecured Bridge Final Maturity Date.

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		In addition, Senior Unsecured Extended Term Loans will be prepayable at the option of the Borrower prior to the third anniversary of the Closing Date with the net cash proceeds of qualified equity offerings of Holdings that are contributed to the Borrower at a premium equal to the coupon on Senior Unsecured Extended Term Loans; provided that after giving effect to such prepayment at least 65% of the aggregate principal amount of Senior Unsecured Extended Term Loans originally made shall remain outstanding.

Conditions Precedent to Funding:		Conditions precedent to borrowing under the Senior Unsecured Bridge Facility shall be limited to (a) those set forth in the third paragraph of Section 1 of the Commitment Letter and applicable conditions in the Conditions Term Sheet and (b) delivery to the Senior Secured Bridge Administrative Agent of a notice of borrowing.

Representations and Warranties:		Representations and warranties applicable to the Borrower and its subsidiaries will be limited to the following, in each case with customary exceptions and qualifications to be mutually agreed and consistent with financings of this kind and the Unsecured Bridge Documentation Standards: corporate existence; corporate power and authority; non-contravention and enforceability of the Senior Unsecured Bridge Documentation; no conflicts with law, charter documents or contractual obligations; accuracy and completeness of financial and other information (including pro forma financial information and projections); no material adverse change (to be defined); compliance with applicable laws and regulations, including ERISA, environmental laws and Federal Reserve regulations; absence of undisclosed liabilities; consents; ownership of property; no liens; intellectual property; Patriot Act compliance; OFAC compliance; subsidiaries; status as senior debt; no material litigation; inapplicability of the Investment Company Act of 1940; solvency (on a consolidated basis); payment of taxes and other obligations; no default or event of default; employment and labor relations; and maintenance of insurance.

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Affirmative Covenants:		Affirmative covenants applicable to the Borrower and its subsidiaries will be limited to the following, in each case with customary exceptions, baskets and qualifications to be mutually agreed and the Unsecured Bridge Documentation Standards: delivery of certified quarterly and audited annual financial statements (including related management and discussion analysis), accountants’ letters, reports to shareholders, notices of defaults, litigation and other events that would have a material adverse effect, budgets, compliance certificates and other information customarily supplied in a transaction of this type; compliance with applicable laws and regulations, including ERISA, environmental laws and Federal Reserve regulations; payment of taxes and other obligations; maintenance of appropriate and adequate insurance; use of proceeds; preservation of corporate existence, rights (charter and statutory), and material permits, licenses and approvals; visitation and inspection rights; keeping of proper books and records; maintenance of properties; performance of material contracts; commercially reasonable efforts to maintain public corporate credit/family ratings of the Borrower and ratings of the Senior Unsecured Bridge Facility from Moody’s and S&P (but not to maintain a specific rating); and compliance with the obligation to publicly sell or privately place Securities (as defined in the Joint Fee Letter) to be consummated promptly following issuance of the Securities Demand and to pay the Senior Unsecured Conversion Fee on the Senior Unsecured Rollover Date, in each case on terms satisfactory to the Senior Unsecured Bridge Facility Lenders. In addition, to the extent requested by the Lead Arrangers, the Borrower shall deliver on the Closing Date certifications by officers of the Borrower that are reasonably acceptable to the Lead Arrangers with respect to the calculations and computations under the documents governing the Permitted Surviving Debt required to support the “no conflicts” opinions with respect to the Permitted Surviving Debt).

Negative Covenants:		Negative covenants applicable to the Borrower and its subsidiaries will be limited to the following, in each case with customary exceptions, baskets and qualifications to be mutually agreed and the Unsecured Bridge Documentation Standards:

		1. Limitations on liens and further negative pledges.

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		2. Limitations on sale-leaseback transactions.

		3. Limitations on debt (including, without limitation, guarantees and other contingent obligations, and including the subordination of all intercompany indebtedness on terms reasonably satisfactory to the Senior Unsecured Bridge Lenders) and any prepayment, redemption or repurchase of such debt.

		4. Limitations on mergers, consolidations and acquisitions.

		5. Limitations on sales, transfers and other dispositions of assets.

		6. Limitations on loans and other investments.

		7. Limitations on dividends and other distributions, stock repurchases and redemptions and other restricted payments.

		8. Limitations on capital expenditures and operating leases.

		9. Limitations on restrictions affecting subsidiaries.

		10. Limitations on transactions with affiliates.

		11. Limitations on issuances of disqualified capital stock.

		12. No change in (i) the nature of their business, (ii) accounting policies or (iii) fiscal year.

		13. No modification or waiver of material documents (including, without limitation, charter documents of the Borrower and its subsidiaries or any other material debt) in a manner materially adverse to the Senior Unsecured Bridge Lenders.

		In addition, no dividend, distribution or other payment shall be permitted to be made directly or indirectly to Holdings if such amounts are used or to be used to repurchase outstanding equity interests of Holdings or any other direct or indirect parent of the Borrower. Notwithstanding the foregoing, it is understood that the Senior Unsecured Bridge Documentation will not contain any maintenance covenants.

Events of Default:		Events of default will be limited to the following, in each case with customary exceptions, baskets and qualifications

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		to be mutually agreed and the Unsecured Bridge Documentation Standards: failure to pay principal when due or interest or other amounts within a specified grace period (to be determined) after the same becomes due; breach of representations, warranties or covenants; cross-default (other than with respect to the Existing Securitization Facility) and cross-acceleration; bankruptcy and insolvency events; judgment defaults; actual or asserted invalidity or impairment of Senior Unsecured Bridge Documentation, guarantees or subordination provisions (of subordinated debt); standard ERISA defaults and failure to comply with any Securities Demand requirements as set forth in the Joint Fee Letter.

Expenses and Indemnity:		The Borrower shall pay or reimburse all reasonable costs and expenses incurred in connection with the syndication of the Senior Unsecured Bridge Facility and with the preparation, negotiation, execution and delivery of the Senior Unsecured Bridge Documentation, including without limitation, the reasonable and documented fees and disbursements of counsel. You further agree to pay all reasonable costs and expenses of the Senior Unsecured Bridge Administrative Agent, the Senior Unsecured Bridge Lenders and their respective affiliates (including, without limitation, reasonable and documented fees and disbursements of counsel) incurred in connection with the administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of, and enforcement of any of its rights and remedies under, the Senior Unsecured Bridge Documentation.

		The Borrower will indemnify the Senior Unsecured Bridge Lenders, the Commitment Parties, the Senior Unsecured Bridge Lead Arranger, the Senior Unsecured Bridge Administrative Agent and their respective affiliates, and hold them harmless from and against all reasonable and documented out-of-pocket costs, expenses (including but not limited to reasonable and documented legal fees and expenses) and liabilities arising out of or relating to the Transactions and any actual or proposed use of the proceeds of any loans made under the Senior Unsecured Bridge Facility; provided , however , that no such person will be indemnified for costs, expenses or liabilities to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have been incurred solely from the gross negligence, bad faith or willful misconduct of such person.

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Waivers and Amendments:		Amendments and waivers of the provisions of the Senior Unsecured Bridge Documentation shall require the approval of Senior Unsecured Bridge Lenders holding not less than a majority of the aggregate principal amount of the loans and commitments under the Senior Unsecured Bridge Facility; provided that (a) the consent of each affected Senior Unsecured Bridge Lender shall be required with respect to (i) increases in the commitment of such Senior Unsecured Bridge Lender; (ii) reductions of principal, interest or fees of such Senior Unsecured Bridge Lender; (iii) extensions of scheduled amortization or the final maturity date and (iv) modifications to the pro rata provisions and (b) the consent of all of the Senior Unsecured Bridge Lenders shall be required with respect to (i) modification of the voting percentages (or any of the applicable definitions related thereto) and (ii) releases of all or substantially all of the guarantees.

Assignments and Participations:		Each Senior Unsecured Bridge Lender may assign all or, subject to minimum amounts to be agreed, a portion of its loans and commitments under the Senior Unsecured Bridge Facility. Assignments will require payment of an administrative fee to the Senior Unsecured Bridge Administrative Agent and, except for an assignment to an existing Senior Unsecured Bridge Lender or an affiliate of an existing Senior Unsecured Bridge Lender, the consent of the Senior Unsecured Bridge Administrative Agent. In addition, each Senior Unsecured Bridge Lender may sell participations in all or a portion of its loans and commitments under the Senior Unsecured Bridge Facility; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Senior Unsecured Bridge Lender to exercise voting rights in respect of the Senior Unsecured Bridge Facility (except as to certain unanimous issues).

Yield Protection, Taxes and Other Deductions:		The Senior Unsecured Bridge Documentation will contain customary provisions for facilities of this kind consistent with the Unsecured Bridge Documentation Standards, including, without limitation, in respect of breakage and redeployment costs, funding losses, capital adequacy, illegality and requirements of law. All payments shall be

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		free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than income taxes in the jurisdiction of a Senior Unsecured Bridge Lender’s applicable lending office).

Increased Costs:		The Senior Unsecured Bridge Documentation will contain increased cost provisions consistent with those in the UNA Existing ABL Facility.

Lender Replacement:		The Senior Unsecured Bridge Documentation shall contain provisions consistent with those in the UNA Existing ABL Facility for replacing increased-cost Senior Unsecured Bridge Lenders, or non-consenting Senior Unsecured Bridge Lenders in connection with amendments and waivers requiring the consent of all Senior Unsecured Bridge Lenders or of all Senior Unsecured Bridge Lenders directly affected thereby so long as Senior Unsecured Bridge Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Senior Unsecured Bridge Facility shall have consented thereto.

Governing Law:		The State of New York. Each party to the Senior Unsecured Bridge Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The Borough of Manhattan, The City of New York.

Counsel to the Senior Unsecured Bridge Lead Arranger and Senior Unsecured Bridge Administrative Agent:		White & Case LLP.

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ANNEX I-C

SENIOR UNSECURED EXCHANGE NOTES

SUMMARY OF TERMS AND CONDITIONS



Issuer :		The Borrower will issue Senior Unsecured Exchange Notes under an indenture which complies with the Trust Indenture Act (the “ Senior Unsecured Indenture ”). The Borrower in its capacity as issuer of the Senior Unsecured Exchange Notes is referred to as the “ Issuer .”

Guarantors :		Same as Senior Unsecured Bridge Loans.

Principal Amount :		The Senior Unsecured Exchange Notes will be available only in exchange for (i) the Senior Unsecured Initial Bridge Loans on the Rollover Date or (ii) the Senior Unsecured Extended Term Loans at any time. The principal amount of any Senior Unsecured Exchange Note will equal 100% of the aggregate principal amount of the Senior Unsecured Initial Bridge Loans or the Senior Unsecured Extended Term Loans for which it is exchanged.

Maturity :		The Senior Unsecured Exchange Notes will mature on the Senior Unsecured Bridge Final Maturity Date.

Interest Rate :		The Senior Unsecured Exchange Notes will bear interest at a rate equal to the Senior Unsecured Cap. Such interest will be payable semi-annually in arrears.

		Calculation of interest shall be on the basis of the actual number of days elapsed in a year of twelve 30-day months.

Default Interest :		In the event of a payment default (after giving effect to the applicable grace periods) on the Senior Unsecured Exchange Notes, interest will accrue on defaulted amounts at a rate of 2.0% per annum in excess of the rate otherwise applicable to the Senior Unsecured Exchange Notes, and will be payable in accordance with the provisions described above under the heading “Interest Rate.”

Ranking :		Same as Senior Unsecured Initial Bridge Loans.

Mandatory Offer to Purchase :		The Issuer will be required to offer to purchase the Senior Unsecured Exchange Notes upon a change of control (to be defined in a manner consistent with the UNA Existing ABL

Annex I-C-1



		Facility (as in effect on the date of the Commitment Letter) with such amendments as contemplated by the ABL Amendment) at 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. The Issuer will also be required to offer to purchase Senior Unsecured Exchange Notes with the proceeds of certain asset sales (consistent with the Senior Unsecured Initial Bridge Loans) at 100% of the principal amount thereof plus accrued interest to the date of purchase, subject to prior prepayments of the UNA ABL Facility and/or Senior Secured Exchange Notes, if, and to the extent, required thereunder.

Optional Redemption :		Until the fourth anniversary of the Closing Date, the Senior Unsecured Exchange Notes will be redeemable at a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable U.S. Treasury securities plus 50 basis points. Thereafter, the Senior Unsecured Exchange Notes will be redeemable at the option of the Issuer at a premium equal to 50% of the coupon on the Senior Unsecured Exchange Notes, declining ratably to par on the date which is two years prior to the Senior Unsecured Bridge Final Maturity Date.

		In addition, Senior Unsecured Exchange Notes will be redeemable at the option of the Issuer prior to the third anniversary of the Closing Date with the net cash proceeds of qualified equity offerings of Holdings that are contributed to the Issuer at a premium equal to the coupon on the Senior Unsecured Exchange Notes; provided that after giving effect to such redemption at least 65% of the aggregate principal amount of Senior Unsecured Exchange Notes originally issued shall remain outstanding.

Registration Rights :		The Issuer will be required to:

		• within 90 days after the Senior Unsecured Rollover Date, file a registration statement for an offer to exchange the Senior Unsecured Exchange Notes for publicly registered notes with identical terms;

		• use its reasonable best efforts to cause the registration statement to become effective under the Securities Act of 1933, as amended (the “ Securities Act ”) within 180 days after the Senior Unsecured Rollover Date;

Annex I-C-2


		• complete the exchange offer within 210 days after the Senior Unsecured Rollover Date; and

		• file a shelf registration statement for the resale of the Senior Unsecured Exchange Notes if it cannot complete an exchange offer on or before the 210th day after the Senior Unsecured Rollover Date.

		If the Issuer does not comply with these obligations (a “ Senior Unsecured Bridge Registration Default ”), the Issuer shall pay liquidated damages to each holder of Senior Unsecured Exchange Notes with respect to the first 90-day period immediately following the occurrence of the first Senior Unsecured Bridge Registration Default in an amount equal to 0.25% per annum on the principal amount of Senior Unsecured Exchange Notes held by such holder. The amount of the liquidated damages will increase by an additional 0.25% per annum on the principal amount of Senior Unsecured Exchange Notes with respect to each subsequent 90-day period until all Senior Unsecured Bridge Registration Defaults have been cured, up to a maximum amount of liquidated damages for all Senior Unsecured Bridge Registration Defaults of 1.00% per annum.

Right to Transfer Exchange Notes :		Each holder of Senior Unsecured Exchange Notes shall have the right to transfer its Senior Unsecured Exchange Notes in whole or in part, at any time to an Eligible Holder (as defined below) and, after the Senior Unsecured Exchange Notes are registered pursuant to the provisions described under “Registration Rights,” to any person or entity; provided that if the Issuer or any of its affiliates holds Senior Unsecured Exchange Notes, such Senior Unsecured Exchange Notes shall be disregarded in any voting. “ Eligible Holder ” will mean (a) an institutional “accredited investor” within the meaning of Rule 501 under the Securities Act, (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, (c) a person acquiring the Senior Unsecured Exchange Notes pursuant to an offer and sale occurring outside of the United States within the meaning of Regulation S under the Securities Act or (d) a person acquiring the Senior Unsecured Exchange Notes in a transaction that is, in the opinion of counsel acceptable to the Issuer, exempt from the registration requirements of the Securities Act; provided that in each case such Eligible Holder represents that it is acquiring the Senior Unsecured Exchange Notes for its own account and that it is not acquiring such Senior

Annex I-C-3



		Unsecured Exchange Notes with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof.

Covenants :		Those typical for an indenture governing publicly traded high yield debt securities and no more restrictive than the covenants applicable to the Senior Unsecured Extended Term Loans. Notwithstanding anything to the contrary, it is understood that the Senior Unsecured Indenture will not contain any maintenance covenants.

Events of Default :		Those typical for an indenture governing publicly traded high yield debt securities and no more restrictive than the events of default applicable to the Senior Unsecured Extended Term Loans.

Governing Law :		The State of New York. Each party to the Senior Unsecured Bridge Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The Borough of Manhattan, The City of New York.

Annex I-C-4

EXHIBIT D

$1,800.0 MILLION ABL CREDIT FACILITY

SUMMARY OF TERMS AND CONDITIONS

All capitalized terms used herein but not defined shall have the meanings provided in the Commitment Letter or the UNA Existing ABL Facility, as applicable. For purposes of this summary of terms and conditions, the term “UNA Existing ABL Facility” shall include all Loan Documents as defined therein, unless the context requires otherwise.


Holdings:		United Rentals, Inc. a Delaware corporation (“ Holdings ”).

Company or ABL Parent Borrower:		(i) At any time prior to the consummation of the Newco Merger, United Rentals (North America), Inc., a Delaware corporation, and (ii) at any time on and after the consummation of the Newco Merger, Newco, a Delaware corporation, as the surviving corporation of the Newco Merger (such relevant entity under clause (i) or (ii), the “ Company ” or the “ ABL Parent Borrower ”).

ABL Borrowers:		The Company and certain domestic subsidiaries of the Company approved by the ABL Administrative Agent (as defined below) and set forth in a schedule to be attached to the credit agreement (the “ ABL Facility Credit Agreement ”) for the ABL Facility (as defined below) (collectively, the “ Domestic ABL Borrowers ”), and, in the case of the Canadian Specified Subfacility (as defined below), United Rentals Financing Limited Partnership, a Delaware partnership (the “ Specified ABL Borrower ”), and, in the case of the Canadian ABL Subfacility (as defined below), United Rentals of Canada, Inc. (the “ Canadian ABL Borrower ” and, together with the Domestic ABL Borrowers and the Specified ABL Borrower, the “ ABL Borrowers ”).

ABL Guarantors:		The obligations of the Domestic ABL Borrowers and their domestic subsidiaries under the ABL Facility and under any treasury management, interest rate protection or other hedging arrangements entered into with an ABL Lender (as defined below) (or any affiliate thereof) will be guaranteed by Holdings and each existing and future direct and indirect domestic subsidiary (but excluding indirect domestic subsidiaries held through foreign subsidiaries other than United Rentals Financing Limited Partnership) of Holdings (collectively, the “ Domestic ABL Guarantors ”), subject to exceptions contained in the UNA Existing ABL Facility (including the special purpose vehicles used

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		in connection with the Existing Securitization Facility and certain immaterial subsidiaries), and certain Canadian subsidiaries of Holdings consistent with the UNA Existing ABL Facility. The obligations of the Canadian ABL Borrower and the non-domestic ABL Guarantors under the ABL Facility and under any treasury management, interest rate protection or other hedging arrangements entered into with an ABL Lender (or any affiliate thereof) will be guaranteed by Holdings and each existing and future direct and indirect domestic or Canadian subsidiary of Holdings (together with the Domestic ABL Guarantors, collectively, the “ ABL Guarantors ”; the ABL Guarantors and ABL Borrowers are the “ Obligors ”), subject to exceptions contained in the UNA Existing ABL Facility. All guarantees will be guarantees of payment and not of collection. The obligations of the relevant Obligor under any interest rate protection or other hedging arrangement referred to above in this section that has been designated by the ABL Borrowers (or their agent) in writing to have the benefit of the ratable sharing provided in the first part of this sentence shall, under the collateral proceeds application of payments waterfall, share ratably during the continuance of an event of default with principal on the applicable loans (other than swingline loans and agent advances) made under the ABL Facility, but only to the extent of the reserves maintained from time to time by the ABL Administrative Agent against the applicable borrowing base(s) described below with respect to the obligations of such Obligor under such specific interest rate protection or other hedging arrangement (which reserves with respect to any such specific arrangement shall be maintained by the ABL Administrative Agent in the maximum amount of the exposure under such arrangement from time to time as designated in writing by the person providing such arrangement and the ABL Borrowers (or their agent) delivered to the ABL Administrative Agent from time to time), all on the same terms as provided in the UNA Existing ABL Facility; otherwise payment of the interest rate protection or other hedging arrangement obligations described in the first two sentences of this section from collateral proceeds shall be in the order of application of payments under the payments waterfall consistent with the order set forth in the UNA Existing ABL Facility.

Administrative and Collateral Agent:		Bank of America, N.A. (“ Bank of America ”) will act as sole administrative and collateral agent (the “ ABL Administrative Agent ”).

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Joint Lead Arrangers:		Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ MLPFS ”), Morgan Stanley Senior Funding, Inc. (“ MSSF ”) and Wells Fargo Capital Finance, LLC (“ WFCF ”) will act as joint lead arrangers and joint bookrunners (collectively, the “ ABL Arrangers ”).

Joint Syndication Agents:		MSSF and WFCF will act as joint syndication agents.

ABL Lenders:		Bank of America, MSSF, WFCF and other banks, financial institutions and institutional lenders reasonably acceptable to MLPFS and the ABL Administrative Agent selected in consultation with the Company (collectively, the “ ABL Lenders ”).

ABL Facility:		A $1,800.0 million asset-based revolving credit facility (the “ ABL Facility ”), subject to availability as described under the heading “ Availability ” below, available from time to time until the Maturity Date (as defined below), which will include (a) a sublimit of $200 million for the issuance of standby letters of credit (each a “ Letter of Credit ”) for the account of the Domestic ABL Borrowers, (b) a sublimit for swingline loans (each a “ Swingline Loan ”), (c) a sublimit for borrowings in Canadian dollars by the Specified ABL Borrower in an aggregate amount not to exceed at any time CDN$140 million (the “ Canadian Specified Subfacility ”) and (d) a sublimit for borrowings in Canadian dollars by the Canadian ABL Borrower in an aggregate amount not to exceed the CDN dollar equivalent at any time of $250 million (the “ Canadian ABL Subfacility ”), which Canadian ABL Subfacility will include a sublimit equal to the CDN dollar equivalent of $200 million for the issuance of Letters of Credit in Canadian dollars for the account of the Canadian ABL Borrower. Letters of Credit will be issued by Bank of America and any other ABL Lender (or an affiliate thereof) acceptable to the ABL Administrative Agent and the ABL Borrowers (collectively in such capacity, the “ Fronting Bank ”) and Swingline Loans will be made available by Bank of America, and each of the ABL Lenders under the ABL Facility will purchase an irrevocable and unconditional participation in each Letter of Credit and each Swingline Loan. Except as otherwise provided in clauses (c) and (d) above, all borrowings and Letters of Credit shall be in US dollars.

Terms:		Except as expressly provided otherwise in this summary of certain terms and conditions, the Commitment Letter or the Joint Fee Letter, the terms of the ABL Facility shall be the same as those in the UNA Existing ABL Facility with any necessary conforming changes to any security or other ancillary loan documentation.

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Increase in Commitments:		The ABL Borrowers shall be entitled on one or more occasions and subject to conditions consistent with those in the UNA Existing ABL Facility to increase the commitments under the ABL Facility (each a “ Commitment Increase ”) (which for the avoidance of doubt shall not increase the commitments under the Canadian ABL Subfacility or the Canadian Specified Subfacility) in an aggregate principal amount of up to $500 million; provided that (i) no event of default or default exists or would exist after giving effect thereto, (ii) all fees and expenses owing to the ABL Administrative Agent or the ABL Lenders in respect of such increase shall have been paid, (iii) no increase shall be for an amount less than $50 million and (iv) each Commitment Increase shall be on the same terms and conditions (including interest rate margins) as the ABL Facility (provided that the upfront fees paid may differ). The ABL Borrowers may seek commitments from existing ABL Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional financial institutions reasonably satisfactory to the ABL Administrative Agent, the Fronting Bank and the U.S. Swingline Lender who shall thereupon become ABL Lenders. The loan documentation shall be amended to give effect to the Commitment Increase by documentation executed by the ABL Lender or ABL Lenders providing the Commitment Increase, the ABL Administrative Agent and the ABL Borrowers.

Swingline Option:		Swingline Loans will be made available, subject to availability as described under the heading “Availability” below, on a same day basis in an aggregate amount not exceeding $100 million for swingline loans from U.S. lenders to Domestic ABL Borrowers and $50 million for swingline loans from Canadian lenders to the Canadian ABL Borrower and in each case in minimum amounts consistent with the UNA Existing ABL Facility.

Purpose:		The proceeds of the ABL Facility, together with cash on hand of the Company and its Subsidiaries, shall be used to (i) refinance the UNA Existing ABL Facility and RIII’s senior ABL revolving facility; (ii) pay fees and expenses incurred in connection with the refinancing of the UNA Existing ABL Facility; and (iii) provide ongoing working capital and for other general corporate purposes of Holdings and its subsidiaries (including the financing of a portion of the Acquisition as contemplated by, and subject to the terms and conditions set forth in, the Commitment Letter).

D-4



Interest rates:		As set forth in Addendum I.

Maturity date:		The ABL Facility shall terminate and all amounts outstanding thereunder shall be due and payable in full on October 13, 2016 (the “ Maturity Date ”).

Availability:		Consistent with the UNA Existing ABL Facility, loans under the ABL Facility (other than the Canadian ABL Subfacility) may be made on a revolving basis and Letters of Credit may be issued up to (a) the lesser of (i) the Maximum U.S. Revolver Amount and (ii) the U.S. Borrowing Base as then in effect, minus (b) the sum of (i) the aggregate principal amount of all loans (including Swingline Loans) then outstanding, plus (ii) all Letters of Credit then outstanding (the “ U.S. Availability ”).

		Consistent with the UNA Existing ABL Facility, loans under the Canadian ABL Subfacility may be made on a revolving basis and Letters of Credit may be issued up to (a) the lesser of (i) the Maximum Canadian Revolver Amount and (ii) the sum of the Canadian Borrowing Base and the U.S. Availability as then in effect, minus (b) the sum of (i) the aggregate principal amount of all loans then outstanding under the Canadian ABL Subfacility plus (ii) all Letters of Credit then outstanding under the Canadian ABL Subfacility.

		The ABL Borrowers will use commercially reasonable efforts to deliver to the ABL Administrative Agent prior to the Closing Date an equipment appraisal and field examination with respect to the Obligors reasonably satisfactory to the ABL Administrative Agent; provided , however , that in the event that one or both documents cannot be completed and delivered on or before such date, such documents shall be delivered to the ABL Administrative Agent no later than the 90th day after the Closing Date (or such later date as the ABL Administrative Agent shall agree to in its sole discretion). The failure of the ABL Borrowers to timely comply with the foregoing provision shall constitute an Event of Default.

U.S. Borrowing Base:		Consistent with the UNA Existing ABL Facility, the U.S. Borrowing Base equals the sum of (a) the lesser of (i) $100 million and (ii) 55% of the lower of cost and market value of eligible inventory (excluding rental equipment) of the U.S. Obligors, plus (b) the lesser of (i) 95% of the net book value (“ NBV ”) of the eligible rental equipment of the U.S. Obligors and (ii) 85% of net orderly liquidation value (“ NOLV ”) of eligible rental equipment of the U.S. Obligors less (c) applicable reserves. Eligibility standards and reserves shall be determined on a basis consistent with the UNA Existing ABL Facility with such amendments to such eligibility standards as contemplated by the ABL Amendment.

D-5



Canadian Borrowing Base:		Consistent with the UNA Existing ABL Facility, the Canadian Borrowing Base equals the sum of (a) the lesser of (i) 95% of the NBV of the eligible rental equipment of the Canadian Obligors and (ii) 85% of NOLV of eligible rental equipment of the Canadian Obligors less (b) applicable reserves. Eligibility standards and reserves shall be determined on a basis consistent with the UNA Existing ABL Facility with such amendments to such eligibility standards as contemplated by the ABL Amendment.

Borrowing Bases:		Each Borrowing Base shall be computed on a monthly basis pursuant to a monthly borrowing base certificate to be delivered by the ABL Borrowers to the ABL Administrative Agent (or, on a weekly basis during a Cash Dominion Period (as defined below)).

		Reserves and eligibility criteria shall be consistent with the UNA Existing ABL Facility with such amendments to such eligibility criteria as contemplated by the ABL Amendment. The ABL Administrative Agent shall be entitled to modify eligibility standards and establish and modify reserves against Borrowing Base availability, in each case consistent with the UNA Existing ABL Facility.

		Anything contained herein to the contrary notwithstanding, the Domestic ABL Borrowers shall be permitted to borrow only against the U.S. Borrowing Base.

Combined Availability:		Consistent with the UNA Existing ABL Facility, the Combined Availability equals (a) the lesser of (i) the Maximum Revolver Amount and (ii) the sum of the U.S. Borrowing Base and the lesser of the Canadian Borrowing Base and the Maximum Canadian Revolver Amount less (b) the sum of (i) the aggregate principal amount of all loans (including Swingline Loans) then outstanding, plus (ii) all Letters of Credit then outstanding.

Mandatory Prepayments:		Consistent with the mandatory prepayment provisions of the UNA Existing ABL Facility with such amendments to the Out-of-Formula Condition contained therein as contemplated by the ABL Amendment.

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Optional Prepayments and Commitment Reductions:		Consistent with the UNA Existing ABL Facility, the ABL Facility may be prepaid in whole or in part at any time, in minimum principal amounts and subject to notice requirements consistent with those set forth in the UNA Existing ABL Facility, without premium or penalty, subject to reimbursement of the ABL Lenders’ breakage and redeployment costs in the case of prepayment of LIBOR or other fixed rate borrowings. Consistent with the UNA Existing ABL Facility, the unutilized portion of the commitments under the ABL Facility may be irrevocably reduced or terminated by the ABL Borrowers at any time, in minimum principal amounts and subject to notice requirements consistent with those set forth in the UNA Existing ABL Facility, without penalty, subject to reimbursement of the ABL Lenders’ breakage and redeployment costs.

CAM Exchange:		The ABL Facility shall have collateral allocation mechanism (CAM) exchange provisions consistent with those in the UNA Existing ABL Facility with such amendments thereto as contemplated by the ABL Amendment.

Security:		Consistent with the UNA Existing ABL Facility, the ABL Borrowers and each of the ABL Guarantors shall grant the ABL Administrative Agent and the ABL Lenders valid and perfected first priority (subject to exceptions consistent with those in the UNA Existing ABL Facility with such amendments thereto as contemplated by the ABL Amendment) liens and security interests in all of the following (collectively, the “ Collateral ”):

		(a) All present and future shares of capital stock of (or other ownership or profit interests in) each of its present and future direct subsidiaries (limited, in the case of the voting capital stock of foreign subsidiaries pledged to secure the obligations of any Domestic ABL Borrower or Domestic ABL Guarantor, to a pledge of 65% of such capital stock), including, without limitation, all of the equity interests in the Company owned or otherwise held by Holdings, and subject to exceptions contained in the UNA Existing ABL Facility.

		(b) All of the other present and future property and assets of the ABL Borrowers and each ABL Guarantor, including, but not limited to, (i) machinery and equipment, inventory (including, but not limited to, rental equipment and spare parts therefor) and other goods, and (ii) bank accounts, general intangibles, intercompany debt, accounts, financial assets, investment

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		property, license rights, patents, trademarks, tradenames, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash; provided that, in any case, the Collateral shall not include assets excluded from the collateral in the UNA Existing ABL Facility.

		(c) All proceeds and products of the property and assets described in clauses (a) and (b) above.

		The Collateral shall ratably secure the relevant party’s obligations in respect of the ABL Facility and any treasury management, interest rate protection or other hedging arrangements entered into by an Obligor with an ABL Lender (or an affiliate thereof) (in the case of obligations in respect of interest rate protection or other hedging arrangements, as more fully provided under the heading “ ABL Guarantors ”). For the avoidance of doubt, Collateral owned by the ABL Borrowers and ABL Guarantors that are not domestic entities shall not secure obligations of the Domestic ABL Borrowers and the Domestic ABL Guarantors.

Conditions Precedent to Funding:		(A) Initial Extensions of Credit: The closing and the initial extension of credit under the ABL Facility will be subject to satisfaction of the following conditions precedent:

		(i) Those conditions set forth in the third paragraph of Section 1 of the Commitment Letter. (ii) The applicable conditions in the Conditions Term Sheet.

		(iii) The ABL Administrative Agent and ABL Lenders shall have received a borrowing base certificate in substantially the same form as the UNA Existing ABL Facility dated as of the Closing Date. (iv) The initial extension of credit on the Closing Date shall not exceed availability of the applicable Borrowing Base under the ABL Facility (with a component of availability being sufficient eligible assets in the required Borrowing Base in which the ABL Administrative Agent has a first priority perfected lien). Notwithstanding the requirements of this clause (iv), an initial extension of credit on the Closing Date of up to $1,000 million

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		in the aggregate shall be made available to the ABL Borrowers (upon their request) to the extent needed by them to make payments owing to effect the Transactions, notwithstanding that such initial extensions of credit exceed availability of the applicable Borrowing Base under the ABL Facility (the “ Closing Date Availability Deficiency ”), provided that any Closing Date Deficiency shall be eliminated within 30 days of the Closing Date.

		(B) All Extensions of Credit (excluding the initial extension of credit on the Closing Date): Each extension of credit under the ABL Facility (excluding the initial extension of credit on the Closing Date) will be subject to satisfaction of conditions precedent consistent with those in Section 9.2 of the UNA Existing ABL Facility with such amendments as contemplated by the ABL Amendment (which includes, without limitation, a condition that the extension of credit shall not exceed availability under the applicable portion of the ABL Facility, with a component of availability being sufficient eligible assets in the required borrowing base in which the ABL Administrative Agent has a first priority perfected Lien). Notwithstanding the foregoing, the ABL Facility shall permit the ABL Administrative Agent to make limited overadvances (including protective overadvances) on terms consistent with those in the UNA Existing ABL Facility.

Representations and Warranties:		The same as in the UNA Existing ABL Facility with such amendments as contemplated by the ABL Amendment.

Covenants:		Affirmative and negative covenants (including financial covenants) the same as those in the UNA Existing ABL Facility with such amendments as contemplated by the ABL Amendment. In addition, to the extent requested by the Lead Arrangers, Holdings shall deliver on the Closing Date certifications by officers of Holdings that are reasonably acceptable to the Lead Arrangers with respect to the calculations and computations under the documents governing the Permitted Surviving Debt required to support the “no conflicts” opinions with respect to the Permitted Surviving Debt).

Events of Default:		The same as those in the UNA Existing ABL Facility.

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Cash Management/ Cash Dominion:		Account control agreements on material deposit accounts (including accounts into which proceeds from the Existing Securitization Facility are deposited) of the ABL Borrowers and the ABL Guarantors shall be obtained. During a Cash Dominion Period, amounts in controlled deposit accounts will be swept into the Collateral Agent’s account. A “Cash Dominion Period” means (a) any period commencing on the date on which the Combined Availability is less than the greater of (A) 12.5% of the Maximum Revolver Amount and (B) $175 million and ending on the date on which the Combined Availability is at least the greater of (A) 12.5% of the Maximum Revolver Amount and (B) $175 million for 60 consecutive calendar days or (b) any period during which an event of default has occurred and is continuing.

Assignments and Participations:		Consistent with the UNA Existing ABL Facility.

Waivers and Amendments:		Amendments and waivers of the provisions of the loan agreement and other definitive credit documentation will require the approval of requisite ABL Lenders and other Persons consistent with those requirements in the UNA Existing ABL Facility.

Defaulting Lenders; Lender Replacement:		The loan documentation shall contain provisions consistent with those in the UNA Existing ABL Facility for replacing non-funding or increased-cost ABL Lenders, or non-consenting ABL Lenders in connection with amendments and waivers requiring the consent of all ABL Lenders or of all ABL Lenders directly affected thereby so long as ABL Lenders holding more than 50% of the aggregate amount of the loans and commitments under the ABL Facility shall have consented thereto.

Indemnification:		Same as the indemnification terms set forth in the UNA Existing ABL Facility.

Governing Law:		State of New York.

Pricing/Fees / Expenses:		As set forth in Addendum I.

Counsel to the Lead Arrangers:		Kaye Scholer LLP.

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Waiver of Trial By Jury; Increased

Costs:

Each of the parties to the ABL Facility shall (i) waive its right to a trial by jury and (ii) submit to the New York State jurisdiction. The loan documentation will contain increased cost, withholding tax, capital adequacy and yield protection provisions consistent with those in the UNA Existing ABL Facility.

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Addendum I

PRICING, FEES AND EXPENSES


Interest Rates:		The interest rates per annum applicable to the ABL Facility (other than in respect of Swingline Loans) will be LIBOR plus the Applicable Margin (as hereinafter defined) or, at the option of the ABL Borrowers, the Base Rate (to be defined as the highest of (w) the Bank of America prime rate, (x) the Federal Funds rate plus 0.50% and (y) 30-day LIBOR plus 1.00%) plus the Applicable Margin. “ Applicable Margin ” means a percentage per annum determined in accordance with the pricing grid set forth below, based on the Combined Availability (in a manner consistent with the UNA Existing ABL Facility), provided that (i) Level I pricing shall not be available at any time prior to March 31, 2012 and (a) Level II pricing shall be applicable for each day until December 31, 2011, and (b) in the event the Combined Availability for the availability period (or portion thereof) ending on December 31, 2011 is greater than $1 billion (as such amount may be modified as set forth below), Level II pricing shall be applicable for the period from January 1, 2012 until March 31, 2012 and (ii) Level III pricing shall apply for all loans under the ABL Facility at all times once the commitments thereunder have terminated or the Termination Date has occurred.

	September 30,	September 30,	September 30,
Level	Combined Availability	LIBOR Margin	Base Rate Margin
I	Above $1 billion*	1.75%	0.75%
II	Above $500 million but not above $1 billion*	2.00%	1.00%
III	$500 million or less*	2.25%	1.25%

*	As such amount may be increased in connection with a Commitment Increase or decreased in connection with a permanent decrease in any of the Commitments, in each instance in a manner consistent with the corresponding adjustment mechanism in the UNA Existing ABL Facility.



		* As such amount may be increased in connection with a Commitment Increase or decreased in connection with a permanent decrease in any of the Commitments, in each instance in a manner consistent with the corresponding adjustment mechanism in the UNA Existing ABL Facility.

		Each Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin for Base Rate loans.

		The ABL Borrowers may select interest periods of 14 days or one, two, three or six months (or 9 or 12 months if available to the ABL Lenders) for LIBOR loans. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly.

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		If all or a portion of the principal of or interest on any loan or any fee, commission or other amount payable under any of the loan documentation for the ABL Facility is not paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest from the date of such non-payment until such amount is paid in full (after as well as before judgment) (x) in the case of overdue principal, at the rate that would be otherwise applicable thereto plus 2% per annum, (y) in the case of overdue interest, at the non-default rate that would be applicable to principal of the related loan plus 2% per annum and (z) in the case of any overdue fee, commission or other amount, at the non-default rate that would be applicable to principal of loans bearing interest based on the Base Rate plus 2% per annum. Any such default interest shall be payable from time to time upon demand.

		Anything contained herein to the contrary notwithstanding, the interest rates and related terms applicable to loans in Canadian dollars shall be based on customary provisions for facilities of this type (including interest based on the BA Rate) reflecting the pricing set forth above, in each case consistent with the provisions set forth in the UNA Existing ABL Facility.

Commitment Fee:		Commencing on the Closing Date, a commitment fee of (a) so long as utilization of the ABL Facility is more than 66%, 0.250% per annum, (b) so long as utilization of the ABL Facility is more than 33% but is equal to or less than 66%, 0.375% per annum, and (c) so long as utilization of the ABL Facility is equal to or less than 33%, 0.500% per annum, shall be payable on the actual daily unused portions of the ABL Facility. Such fee shall be payable quarterly in arrears, commencing on the first quarterly payment date to occur after the Closing Date. Swingline Loans will not be considered utilization of the ABL Facility for purposes of this calculation.

Letter of Credit Fees:		Letter of Credit fees shall be payable on the maximum amount available to be drawn under each Letter of Credit at a rate per annum equal to the Applicable Margin from time to time applicable to LIBOR loans. Such fees will be (a) payable quarterly in arrears, commencing on the first quarterly payment date to occur after the Closing Date, and (b) shared proportionately by the ABL Lenders. In addition, a fronting fee shall be payable quarterly to the Fronting Bank for its own account, in an amount of 0.125% per annum on the undrawn face amount of each Letter of Credit.

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Calculation of Interest and Fees:		Other than calculations in respect of interest at the Bank of America prime rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees shall be made on the basis of actual number of days elapsed in a 360 day year.

Cost and Yield Protection:		Customary for transactions and facilities of this type and consistent with that in the UNA Existing ABL Facility, including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments, changes in capital adequacy and capital requirements or their interpretation, illegality, unavailability and reserves (including with respect to the Dodd Frank Wall Street Reform and Consumer Protection Act and Basel III, subject to similar treatment as similarly situated borrowers and notification requirements), without proration or offset and payments free and clear of withholding or other taxes (subject to customary exceptions to be mutually agreed).

Expenses:		The ABL Borrowers will pay all reasonable and documented costs and expenses associated with the preparation, due diligence, administration, syndication and closing of all loan documentation, including, without limitation, the reasonable and documented legal fees of counsel to the ABL Administrative Agent and the ABL Arrangers, regardless of whether or not the ABL Facility is closed. The ABL Borrowers will also pay the expenses of the ABL Administrative Agent and the ABL Lenders in connection with the enforcement of any of the loan documentation, including, but not limited to, reasonable attorneys’ fees on terms consistent with the corresponding expense reimbursement terms set forth in the UNA Existing ABL Facility.

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EXHIBIT E

Summary of Amendment to UNA Existing ABL Facility

This note summarizes the amendments to be made to the Amended and Restated Credit Agreement dated as of October 14, 2011 (the “ABL”) to facilitate the proposed acquisition by Union of Republic (the “Merger”) and subsequent reorganization of URNA and the other subsidiary holding companies that will be owned by Union. A few other changes to the ABL are also to be made as summarized below. Each required change is identified below, together with the proposed amendment. Terms used and not otherwise defined in this note have the meanings given to them in the ABL.

Amendments to permit merger of URNA (defined in the ABL as “the Company”) into a new subsidiary holding company referred to as New URNA

Mergers, Consolidations or Sales. As currently contemplated, immediately following the merger of Republic into Union, the Company, which is a Delaware corporation, and certain subsidiary holding companies of Republic will be merged into New URNA, a newly formed Delaware corporation that will be wholly owned by Union. Section 8.10(b)(i)(2) of the ABL currently requires that the Company be the surviving Person in any merger, consolidation or amalgamation involving the Company. The ABL will be amended to modify this requirement so that New URNA can be the surviving Person. New URNA will assume all of the obligations of the Company as a Borrower and Guarantor under the ABL and its obligations will be guaranteed by all the material domestic subsidiaries of Republic as well as URNA and secured by Collateral held by New URNA and those guarantors.

Proposed Amendment:

Section 8.10(b)(i) shall be modified as follows:

“(i) any Obligor or any Subsidiary of an Obligor may be merged or amalgamated with or into (w) any Obligor that is domiciled and is resident in the same country as such Obligor or Subsidiary, (x) any other Person that is domiciled and is resident in the same country as such Obligor or Subsidiary or (y) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is domiciled and is resident in the same country as such Obligor or Subsidiary; provided , that (1) if Holdings is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be Holdings, (2) if the Company is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be the Company or, pursuant to the Permitted URNA Merger, New URNA , (3) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is Holdings) wholly-owned Subsidiary (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation

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reasonably satisfactory to the Agent), and (4) in the case of such a merger, consolidation or amalgamation of any Obligor or Subsidiary with any Person which is not an Obligor or Subsidiary prior thereto, such merger, consolidation or amalgamation must satisfy all conditions to be a Permitted Acquisition (other than, in the case of a merger, consolidation or amalgamation involving a Subsidiary that is not an Obligor, the requirement in the definition of Permitted Acquisition that such acquisition be made by an Obligor);”

2.	Definition of the “Company”. Consistent with the amendment above to permit the merger of the Company into New URNA, the definition of the Company needs to be amended to refer to New URNA, which will be the successor of URNA.

Proposed Amendments:

The definition of the Company shall be modified as follows: “(i) prior to the Permitted URNA Merger, United Rentals (North America), Inc., a Delaware corporation (“URNA”) , and (ii) from and after the Permitted URNA Merger, New URNA, with offices at Five Greenwich Office Park, Greenwich, Connecticut 06831 ( URNA prior to the Permitted URNA Merger and New URNA from and after the Permitted URNA Merger, the “Company”).”

“New URNA” will be defined as the Delaware corporation into which URNA is intended to be merged in connection with the Merger Transaction.

“Permitted URNA Merger” will be defined as the merger of URNA and RIII into New URNA, with New URNA as the surviving Person, so long as (i) such merger is substantially contemporaneous with the consummation of the Merger Transaction and consummated in accordance with the terms of the Merger Documentation and all Requirements of Law, (ii) contemporaneously with such merger New URNA shall expressly assume all Obligations of URNA under this Agreement and the other Loan Documents pursuant to an accession agreement in substantially the form attached as Exhibit [_] to [define amendment], (iii) contemporaneously with such merger there shall have been made a filing of a proper financing statement naming the Agent, as secured party, and the Company (after giving effect to such merger), as debtor, with the secretary of state of the state of organization of New URNA (after giving effect to such merger) in a form (including as to the description of collateral) substantially similar to the financing statement filed by the Agent against URNA with the secretary of state of the state of Delaware in connection with the closing of the ABL and (iv) New URNA shall have delivered to the Agent on the Merger Closing Date such opinions of counsel, board of directors (or similar) resolutions and other documents and certificates of the type delivered by or on behalf of URNA pursuant to Sections 9.1(c), 9.1(g) and 9.2(c) , with each of the foregoing to be in form and substance substantially similar to the opinions of counsel, resolutions and other documents and certificates previously delivered by or on behalf of URNA on October 14, 2011 (which opinions shall in any event opine that neither the Permitted URNA Merger nor the assumption or incurrence of Debt in

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connection therewith violates or results in a breach of the terms of the documentation governing any of the Existing Public Debt, the Existing Securitization Facility or any material Debt assumed or incurred by New URNA in connection with the Permitted URNA Merger).

The “Merger Transaction”, the “Merger Closing Date” and the “Merger Documentation” will be defined in the amendment to the ABL by reference to the Merger Agreement. The merger of Target with and into Holdings with Holdings as the surviving entity in accordance with the terms of the Merger Agreement and all Requirements of Law shall be deemed to be a “Permitted Acquisition”; provided that, as an additional condition to funding any borrowing under the ABL to finance any portion of the Merger Transaction (in lieu of the certificate delivery requirement in the definition of Permitted Acquisition which would otherwise need to be satisfied), the Company shall deliver to the Agent a Borrowing Base Certificate showing sufficient availability for such borrowing.

Amendments to clarify right to Incur Secured Debt

Eligible Rental Equipment. Union intends to incur additional secured debt in connection with the Merger having Liens that will be contractually subordinated to the ABL obligations. Paragraphs (b) and (h) of the definition of Eligible Rental Equipment need to be modified in order to reflect the incurrence by Union of secured debt that shares in the ABL collateral package as permitted by Section 8.13(u) of the ABL.

Proposed Amendments:

Clause (b) of the definition of Eligible Rental Equipment shall be modified as follows:

“(b) that is not owned by such Obligor free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure performance by such Obligor with respect to that Equipment), except the Liens in favor of the Agent, on behalf of itself and the other Secured Parties (and other than Permitted Priority Liens, Permitted Liens permitted under paragraph (u) of the definition thereof and any bailee, warehouseman, landlord or similar non-consensual Liens having priority by operation of law to the extent the requirements for the exceptions in subclauses (ii) or (iii) of clause (c) below are satisfied with respect to the relevant Rental Equipment);”

Clause (h) of the definition of Eligible Rental Equipment shall be modified as follows:

“(h) that is not subject to a first priority Lien in favor of the Agent on behalf of itself and the applicable Secured Parties, subject to no other Liens (other than Permitted Priority Liens , Permitted Liens permitted under paragraph (u) of the definition thereof and any bailee, warehouseman, landlord or similar non-consensual Liens having priority by operation of law to the extent the requirements for the exceptions in subclauses (ii) or (iii) of clause (c) above are satisfied with respect to the relevant Rental Equipment);

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provided that it shall not be necessary to identify the vehicle numbers with respect to Rental Equipment located in Canada in any PPSA filings as a prerequisite for such Rental Equipment to constitute “Eligible Rental Equipment” hereunder;”

Validity and Priority of Security Interest Representation and Warranty. Likewise, the representation and warranty set forth in Section 7.2 needs to be modified in order to reflect the incurrence by Union (or New URNA) of secured debt in connection with the Merger that shares in the ABL collateral package as permitted by Section 8.13(u) of the ABL.

Proposed Amendment: Section 7.2 shall be modified as follows:

“7.2 Validity and Priority of Security Interest . Upon execution and delivery thereof by the parties thereto, the Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Agent for the benefit of the Agent, the Letter of Credit Issuers, the Lenders and the other Secured Parties, except as may be limited by applicable foreign and domestic 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 and, upon the taking of such actions set forth in the Security Documents, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, except for Permitted Priority Liens and Permitted Liens permitted under paragraph (u) of the definition thereof that are pari passu in priority with the Agent’s Liens , and (c) are enforceable against each Obligor granting such Liens.”

Restrictive Agreements. The debt to be incurred to fund the Merger and the existing Republic debt to be assumed by New URNA contains customary restrictions on Restricted Payments by New URNA and limitations on debt incurrence that limit guarantees. These limitations will not affect the payment of distributions to New URNA to fund debt repayments under the ABL or guarantees of the ABL obligations. Section 8.19 of the ABL will be amended to clarify that the restrictions in these agreements and certain other Permitted Debt are permitted.

Proposed Amendment: Section 8.19 shall be modified as follows:

“8.19 Restrictive Agreements . Neither Holdings nor any of its Subsidiaries shall enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Subsidiary of the Company to (i) pay dividends or other Distributions with respect to any of its equity interests, (ii) make or repay loans or advances to the Company or any other Subsidiary or (iii) guarantee Debt of the Company or any other Subsidiary; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Loan Document, (b) customary restrictions and conditions contained in agreements relating to the sale of capital stock or the assets of a Subsidiary pending such sale, so long as such restrictions and conditions

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apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (c) restrictions and conditions imposed on any Foreign Subsidiary that is not an Obligor by the terms of any Debt of such Foreign Subsidiary permitted to be incurred hereunder, ~~and~~ (d) restrictions and conditions contained in any agreement or other instrument governing Debt or equity interests of a Person, the equity interests of which Person are acquired by the Company or any Subsidiary of the Company in a Permitted Acquisition or other investment permitted hereunder, as in existence at the time of such acquisition (but not created in connection with or in contemplation thereof), which restriction or condition is not at any time applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or the assets of the Person, so acquired, (e) restrictions and conditions contained in joint venture agreements and other similar agreements entered into in the ordinary course of business, so long as such restrictions and conditions apply only to the interests in the respective joint venture, similar entity formed thereunder or any special purpose entity, the assets of which are comprised primarily of ownership interests in joint ventures and assets related thereto , (f) restrictions and conditions existing on the Closing Date contained in any agreement governing Existing Public Debt or listed on Schedule 8.13 (other than any capital leases, agreements relating to letters of credit or the intercompany note described on such schedule) and restrictions and conditions existing on the Merger Closing Date contained in any agreement governing Merger Financing Debt and Existing RSC Public Debt, (g) customary restrictions and conditions contained in any agreement governing Permitted Debt incurred after the amendment effective date if such restrictions and conditions contained in any such agreement taken as a whole are not materially less favorable to the Lenders than such restrictions and conditions contained in Existing Public Debt or agreements listed on Schedule 8.13 (other than any capital leases, agreements relating to letters of credit or the intercompany note described on such schedule) as in effect on the Closing Date (as determined in good faith by the Company), and (h) restrictions and conditions in any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses and which amendment, extension, refinancing, renewal or replacement is permitted hereunder, provided that such restrictions and conditions of any such agreement are not materially less favorable to the Lenders than those corresponding restrictions and conditions under or pursuant to the agreement amended, extended, refinanced, renewed or replaced. ”

“Merger Financing Debt” will be defined with reference to senior secured or unsecured notes or bridge loans contemplated to finance a portion of the acquisition. “Existing RSC Public Debt” will be defined with reference to the existing 9.50%, 10.25% and 8.25% senior notes that are intended to remain outstanding after the merger.

Additional Actions Required in connection with the Merger

Additional Obligors. Section 8.25 of the ABL would require that certain Subsidiaries of Republic acquired by New URNA become Obligors under the ABL within 30 days of acquisition, although Section 8.25 also permits the Agent to extend the 30-day period. In light of the anticipated size and complexity of the Merger, the ABL would be amended to

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provide that New URNA has 60 days (subject to the Agent’s right to extend in its sole discretion) to complete the steps required to make the Republic subsidiaries Obligors under the ABL. Such section would also be amended to require that, within such 60 day period (subject to the Agent’s right to extend in its sole discretion), any Canadian subsidiaries of Republic acquired by New URNA and its direct equity owner would comply with Section 8.25(b) of the ABL as if such Canadian subsidiary were acquired by a Canadian Obligor.

Bank and Securities Accounts; Cash Dominion. Section 8.27(a) of the ABL requires Obligors to deliver Blocked Account Agreements with respect to each Material Account. To permit additional time for these agreements to be put in place for any Material Account that is acquired or transferred to New URNA or any other Obligor in connection with the Merger, the ABL would be amended to provide that the Obligors will cause Blocked Account Agreements for any new Material Accounts acquired to be delivered within 60 days (subject to the Agent’s right to extend in its sole discretion) of the closing of the Merger.

Conditions of Lending. As a condition precedent to disbursements under the ABL, Section 9.2(c) of the ABL requires URNA to deliver calculations demonstrating pro forma compliance with the indebtedness covenants in its existing 8 3/8%, 9 ¹ / 4 % and 10 7/8% Notes. This requirement would be amended to include the indebtedness covenants in the Republic 9.50%, 10.25% and 8.25% Note indentures assumed by New URNA in connection with the Merger and in the indentures or loan agreements governing or evidencing the senior secured and unsecured notes or bridge loans contemplated to finance a portion of the Republic acquisition and any Refinancing Debt.

Change of Control. Clause (d) of the Change of Control definition would be amended to include the indentures governing the Republic 9.50%, 10.25% and 8.25% Notes and the indentures or loan agreements governing or evidencing the senior secured and unsecured notes or bridge loans contemplated to finance a portion of the Republic acquisition and any Refinancing Debt. The definition of Continuing Directors would also be amended to provide that the three directors of Target appointed to the board of directors of Holdings pursuant to the Merger Documentation will be deemed Continuing Directors on the Merger Closing Date.

10.

Amendment of Certain Debt Documents . Section 8.33(a) of the ABL shall be amended to also apply to the existing Republic 9.50%, 10.25% and 8.25% senior notes that are intended to remain outstanding after the merger and the senior secured and unsecured notes or bridge loans contemplated to finance a portion of the Republic acquisition and any Refinancing Debt in respect thereof.

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Senior ABL Agreement and Credit Facility . Representations and warranties to be added to the effect that, after giving effect to the merger, the ABL constitutes the “Senior ABL Agreement” and a “Credit Facility” as such terms are defined in each of the indentures governing the Republic 9.50%, 10.25% and 8.25% Notes. The Company will also designate the ABL as a “Credit Facility” in the ABL.

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12 .

Escrow of Note Proceeds . In certain circumstances, the Company may elect to utilize a Delaware special purpose vehicle (other than Newco) (“ Funding SPV ”) to issue secured and unsecured notes to finance a portion of the Merger Transaction, the proceeds from which, together with additional amounts to cover required redemption fees or penalties for redemption of such notes and accrued interest on such notes, would be held in escrow until the Merger Closing Date (or such earlier date as required by the escrow terms). Funding SPV will be formed for the sole purposes of issuing the secured and unsecured notes and to hold the proceeds from such issuances and the other aforesaid amounts in escrow, subject to terms and conditions to be agreed in connection with the notes offerings. Funding SPV will have no other function and will engage in no other activities or hold any other assets, grant any Liens (except as provided below) or incur any liabilities except liabilities under the secured and unsecured notes or the escrow terms. An override provision will be added to the Amendment to exclude Funding SPV from the covenants (other than the Debt covenant, under which such Debt shall have been permitted in order for such override to be effective) and representations and warranties provisions of the ABL and from any requirements that Funding SPV guarantee the Obligations or grant Liens in its assets to secure the Obligations, in each instance, so long as Funding SPV is holding the proceeds and other aforesaid amounts in escrow and neither the Funding SPV nor any of its affiliates is violating the terms of this paragraph. If such Debt is permitted to be incurred under the Debt covenant, each of the Borrower, each other domestic Obligor and their respective domestic subsidiaries will be permitted to provide guarantees to support Funding SPV’s obligations under the secured and unsecured notes and, in the case of the secured notes, grant Liens to support its guarantee obligations (such Liens to be junior and subordinate to the Liens of the Agent and subject to the terms of an Intercreditor Agreement) to the extent the Borrower, each other domestic Obligor and their respective domestic subsidiaries provide similar guarantees or grants of Liens in support of the U.S. Obligations. No Obligor or any of its subsidiaries will be permitted to transfer monies or other properties to the Funding SPV or enter into any activities or transactions with the Funding SPV, in each instance other than as expressly provided in the preceding sentence.

Other Amendments to ABL

13 .	Out of Formula Condition . Section 4.2 of the ABL will be amended to correct a technical error in the formulation of the out-of-formula amount. The section would be amended as follows:

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“4.2 Out-of-Formula Condition . The U.S. Borrowers and the Canadian Borrower shall immediately pay to the Agent, for the account of the Lenders and/or to cash collateralize Letters of Credit pursuant to Section 2.4(g) , upon demand, (a) in the case of the U.S. Borrowers, the amount, if any, by which the amount of the Aggregate U.S. Revolver Outstandings exceeds at any time (I) the lesser of (i) the Maximum U.S. Revolver Amount and (ii) the U.S. Borrowing Base minus (II) the Aggregate Canadian Revolver Outstandings Funded On U.S. Borrowing Base , and (b) in the case of the Canadian Borrower, the amount, if any, by which the amount of the Aggregate Canadian Revolver Outstandings exceeds at any time the lesser of (i) the Maximum Canadian Revolver Amount and (ii) the sum of the Canadian Borrowing Base and the U.S. Availability (any such condition under clause (a) or (b) being an “ Out-of-Formula Condition ”), except that no such payment shall be required if a Out-of-Formula Condition is created solely as a result of an Agent Advance.”

14.

Specified Loans. The definitions of “Exposure Exchange Date”, “Exposure Exchange Percentage” and “Designated Obligations” shall be amended to include Specified Loans and Section 2.11(a) of the ABL shall be amended to provide for the conversion of Specified Loans to be maintained in Dollars and bear interest payable in Dollars based upon the Base Rate, similar to the Canadian Revolving Loans (certain definitions and/or provisions will also need technical modifications so that they will be subject to Section 2.11(a) as so amended). The definitions of “Revolving Credit Lender” and “U.S. Lender” will also be amended to include Specified Loans.

15.

Applicability of Permitted Debt exceptions to Holdings . The lead-in to Section 8.13 (Debt) of the ABL currently only provides for exceptions for Permitted Debt incurred by the Borrowers and their subsidiaries. Certain of the listed exceptions expressly permit Holdings to incur or maintain Debt. The lead-in to Section 8.13 of the ABL will be modified so that the exceptions apply to Holdings to the extent of any listed exception that specifically refers to Holdings (mentioning its name specifically and not merely in its capacity as an Obligor), including any Debt on Schedule 8.13 to the ABL which specifically refers to Holdings as an obligor thereon.

Conditions Precedent to Funding : Those in Section 9.2 of the ABL, with no amendment thereto except as provided in Item 8 above. Additionally, the Borrowing Base Certificate requirement at the end of Item 2 above.

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EXHIBIT F

CONDITIONS PRECEDENT

$650.0 MILLION SENIOR SECURED BRIDGE FACILITY

$1,550.0 MILLION SENIOR UNSECURED BRIDGE FACILITY

$1,800.0 MILLION ABL REVOLVING CREDIT FACILITY

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Exhibit F is attached.

1. Conditions Applicable to the Facilities . The commitments of the Lenders in respect of the Facilities (other than any commitments in respect of the UNA Existing ABL Facility which will be subject to the conditions precedent contained therein) and the closing and the initial extension of credit thereunder will be subject solely to satisfaction of the conditions precedent set forth in the third paragraph of Section 1 of the Commitment Letter, the conditions precedent set forth in the applicable Term Sheet under the heading “ Conditions Precedent to Funding ”, the conditions set forth in Sections 2 and 3 below, to the extent applicable, and the following additional conditions precedent:

(a) Consummation of the Acquisition . The Acquisition, the Refinancing, and the other Transactions shall be consummated concurrently with the initial funding of the Facilities substantially in accordance with the agreement and plan of merger, dated as of the date hereof, among Holdings and the Target (together with all exhibits and schedules thereto, collectively, as amended from time to time as permitted under this clause (a), the “ Merger Agreement ”), and the Merger Agreement will not have been amended or waived at any time, or from time to time, after the execution and delivery thereof, in a manner materially adverse to the Lenders unless consented to by the Lead Arrangers (it being understood that any change in the purchase price of the Acquisition shall be deemed to be materially adverse to the Lenders, except (i) any decrease in the purchase price of 5% or less of the aggregate consideration payable in connection with the Acquisition shall not be material and adverse to the interests of the Lenders; provided that such reduction is allocated to reduce the aggregate equity consideration and aggregate cash consideration on a pro rata basis, with the amount of the reduction in the aggregate cash consideration to reduce on a dollar-for-dollar basis the Commitment Parties’ commitments to, firstly the Senior Unsecured Bridge Facility, then secondly the Senior Secured Bridge Facility and (ii) any increase in the purchase price shall not be materially adverse to the Lenders so long as such increase is solely funded by (x) the cash proceeds from an issuance of common stock of Holdings or (y) consideration in the form of an issuance of common stock of Holdings, or a combination thereof). Immediately following the Transactions, (x) neither Holdings, the Borrower nor any of their respective subsidiaries shall have any indebtedness for borrowed money or preferred equity other than (i) the Notes and/or the Bridge Facilities, (ii) the UNA ABL Facility, (iii) the Existing Public Debt, (iv) RIII’s existing 9.50% senior notes due 2014, 10.25% senior notes due 2019 and 8.25% senior notes due 2021, (v) Existing Securitization Facility, as such facility may, subject to paragraph (b) below, be amended, replaced or increased in

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connection with the Acquisition, (vi) capital lease obligations of the Borrower and the Target disclosed in publicly available documents, (vii) any indebtedness of the Target and its subsidiaries permitted to be incurred pursuant to the Merger Agreement (as originally in effect) prior to the consummation of the Acquisition (other than indebtedness described in clauses (9)(a)(i) and (ii) in Exhibit A) and (viii) such other existing indebtedness for borrowed money, if any, as shall be permitted by the Lead Arrangers (all indebtedness described in clauses (ii) (unless pursuant to the UNA Replacement ABL Facility), (iii), (iv), (v), (vi) and (viii), the “ Permitted Surviving Debt ”) and (y) all indebtedness described in sub-clauses (iii) and (iv) of the preceding clause (x) outstanding on the date hereof shall remain outstanding. The Administrative Agents shall have received satisfactory evidence of repayment of all indebtedness to be repaid on the Closing Date and the discharge (or the making of arrangements for discharge) of all liens other than liens permitted to remain outstanding under the Financing Documentation.

(b) Fees and Expenses . All accrued costs, fees and expenses (including legal fees and expenses and the fees and expenses of any other advisors) to the extent invoiced no later than three days prior to the Closing Date and other compensation payable to the Administrative Agents, the Lead Arrangers and the Lenders in accordance with the terms of the Commitment Letter, the Joint Fee Letter and any other written agreement between you and any one or more of us in connection with the Transactions shall have been paid.

(c) Financial Statements; Pro Formas . The Lead Arrangers shall have received (i) as soon as available, U.S. GAAP audited consolidated balance sheets for each of the last two fiscal years, and related statements of income, stockholders’ equity and cash flows of each of UNA and the Target for each of the last three fiscal years, in each case ended more than 60 days prior to the Closing Date (the “ Audited Financial Statements ”), (ii) as soon as available and in any event within 40 days after the end of each fiscal quarter (other than the last fiscal quarter of a fiscal year) ended after the last day of the last fiscal year for which financial statements are required pursuant to preceding clause (i), unaudited consolidated balance sheets and related statements of income and cash flows of each of UNA and the Target for such fiscal quarter, for the period elapsed from the beginning of the fiscal year referenced above to the end of such fiscal quarter and for the comparable periods of the preceding fiscal year (with respect to which the independent auditors shall have performed an SAS 100 review)and (iii) a pro forma consolidated balance sheet of the Borrower as of the last day of the most recently ended fiscal quarter ended at least 55 days prior to the Closing Date (after giving effect to the Transaction) and related pro forma consolidated statement of income for the Borrower for the most recently completed fiscal year ended at least 75 days prior to the Closing Date, prepared as if the Transaction had occurred at the beginning of such period, which pro forma financial statements shall meet the requirements of Regulation S-X promulgated under the Securities Act for a registered public offering of non-convertible debt securities of the Borrower (including the Target). The financial statements referred to in clauses (i) and (ii) shall be prepared in accordance with accounting principles generally accepted in the United States. The Lead Arrangers hereby acknowledge that the financial statements filed with the Securities and Exchange Commission prior to the date of this Commitment Letter are deemed to have been received by the Lead Arrangers for the purposes of this condition.

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(d) Patriot Act. Holdings, the Borrower and each of the guarantors under the Facilities shall have provided to the Lenders the documentation and other information requested by the Lenders in writing at least ten days prior to the Closing Date that are required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the Patriot Act.

(e) Representations. All Specified Representations under the applicable Financing Documentation, the Merger Agreement Representations and, in the case of the UNA Existing ABL Facility if same will remain outstanding and not be replaced by the UNA Replacement ABL Facility on the Closing Date, the representations and warranties under the UNA Existing ABL Facility as amended by the ABL Amendment, shall in each case be true and correct.

(f) Miscellaneous Closing Conditions . The Lenders under each Facility shall have received a customary opinion from Sullivan & Cromwell LLP as counsel for the Borrower and the guarantors under such Facility (which shall include, without limitation, satisfactory opinions with respect to the Transactions and Facilities causing “no conflicts” with or under any Permitted Surviving Debt and of local counsel, as the case may be, and such other customary opinions, corporate resolutions, certificates and closing documentation (including, but not limited to, a solvency certificate from the Chief Financial Officer of Holdings or the Borrower in substantially the form of Annex A hereto.

2. Additional Bridge Facilities Conditions . In addition, commitments of the Senior Secured Bridge Lenders in respect of the Senior Secured Bridge Facility and the Senior Unsecured Bridge Lenders in respect of the Senior Unsecured Bridge Facility and the closing and funding thereunder will be subject to the satisfaction of the following additional conditions precedent:

(a) Offering Memorandums. The Borrower shall use commercially reasonable efforts to (i) ensure that the Investment Banks and the Lead Arrangers each shall have received, not later than the earlier of (a) 20 days prior to the Closing Date and (b) 160 days after the date hereof, a draft preliminary prospectus or preliminary offering memorandum or preliminary private placement memorandum (the “ Offering Document ”) suitable for use in a customary “high-yield road show” relating to the Notes (consisting of audited consolidated balance sheets of the Borrower for 2011 and 2010, related statements of income and cash flows of the Borrower for 2011, 2010 and 2009, unaudited financial statements (which shall have been reviewed by the independent accountants as provided in Statement on Auditing Standards No. 100) for each fiscal quarter ended after 2011 and at least 45 days prior to the Closing Date, and pro forma financial statements for the most recently completed fiscal year and any subsequent interim period for which financial statements are required, prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States and

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prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, unless otherwise agreed, provided that no separate subsidiary guarantor financial statements shall be required, and if the securities will be issued pursuant to a public offering (which shall be subject to the consent of the Borrower), a registration statement and if such registration statement is filed, the Borrower will cause such registration statement to comply as to form with applicable rules and regulations and contain all legally required disclosures, and to become effective as soon as practicable thereafter), (ii) cause the independent registered public accountants of the Borrower and the Target to render customary “comfort letters” (including customary “negative assurances”) with respect to the financial information in the Offering Document, (iii) cause the senior management and other representatives of Holdings and (to the extent contemplated under the Merger Agreement) the Target to provide reasonable access in connection with due diligence investigations and to cause the senior management and other senior executive of Holdings participate in a customary high-yield “road show,” for a consecutive 17 day period commencing on the date of delivery of the Offering Document referred to in clause (i) (at no time during which period the financial information in the Offering Document shall be “stale”); provided that such 20 day period shall begin on or after January 3, 2012 and (iv) obtained the Ratings prior to the commencement of such 20 day period (it being understood that the obtaining of any specific rating level is not a condition hereunder).

(b) UNA ABL Facility . Concurrently with the borrowings under the Senior Secured Bridge Facility and the Senior Unsecured Bridge Facility, (x) either the (i) ABL Amendment shall be effective or (ii) Replacement ABL Documentation shall have been executed and delivered and (y) the Borrower shall have available cash from proceeds under the UNA ABL Facility and/or available cash on hand sufficient (when taken together with the proceeds of the Bridge Facilities or the Notes) to meet its payment obligation under the Merger Agreement.

3. Additional UNA Replacement ABL Facility Conditions . In addition, commitments of the ABL Lenders in respect of the UNA Replacement ABL Facility and the closing and funding thereunder will be subject to the satisfaction of the following additional conditions precedent:

(a) Bridge Facilities/Notes . Concurrently with the borrowings under the UNA Replacement ABL Facility, (i) to the extent borrowings are made under the applicable Bridge Facility, the Senior Secured Bridge Documentation and the Senior Unsecured Bridge Documentation, as the case may be, shall have been executed and delivered, and (ii) the Borrower shall have received gross proceeds of $2,200.0 million (as may be reduced pursuant to the last sentence of the second paragraph in the Commitment Letter) either from borrowings thereunder or the issuance and sale of the Senior Secured Notes and/or Senior Unsecured Notes, as the case may be.

(b) Collateral. Subject to the Funds Certain Provisions, (i) the Collateral Agent shall have a perfected, first priority security interest in and lien on all “Collateral” under, and as defined in, the UNA Existing ABL Facility, (ii) all filings, recordations and searches necessary in connection with such liens and security interests shall have been duly made and (iii) all filings and recording fees and taxes shall have been duly paid.

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(d) Refinancing of UNA Existing ABL Facility . Substantially concurrently with the initial borrowing under the UNA Replacement ABL Facility, the UNA ABL Lead Arrangers shall have received satisfactory evidence of repayment of all indebtedness and termination of all commitments under the UNA Existing ABL Facility and the discharge (or the making of arrangements for discharge) of all liens thereunder.

(e) ABL Marketing Period. The UNA ABL Lead Arrangers shall have been afforded a period of not less than 30 consecutive calendar days after completion of a customary confidential information memorandum with respect to the UNA Replacement ABL Facility to market and syndicate the UNA Replacement ABL Facility.

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Annex A

Form of Solvency Certificate ²

This Solvency Certificate (this “ Certificate ”) is delivered pursuant to paragraph 1(f) of Exhibit F to the Commitment Letter, dated as of December 15, 2011 (the “ Commitment Letter ”), by and among the Commitment Parties and United Rentals, Inc., a Delaware corporation (“ Holdings ”). Unless otherwise defined herein, terms used in this Certificate shall have the meanings set forth in the Commitment Letter.

I, , the Chief Financial Officer of Holdings, DO HEREBY CERTIFY on behalf of the Borrower, a wholly owned subsidiary of Holdings, that as of the date hereof, based on the facts and circumstances as they exist on the date hereof and after giving effect to the consummation of the Transactions and the incurrence and assumption of indebtedness related thereto:

The sum of the liabilities (including contingent liabilities) of the Borrower and its subsidiaries, on a consolidated basis, does not exceed the fair value of the present assets of the Borrower and its subsidiaries, on a consolidated basis.

The present fair saleable value of the assets of the Borrower and its subsidiaries, on a consolidated basis, is greater than the total amount that will be required to pay the liabilities (including contingent liabilities) of the Borrower and its subsidiaries as they become absolute and matured.

The capital of the Borrower and its subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof.

The Borrower and its subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts or other liabilities (including current obligations), beyond their ability to pay such debts or other liabilities as they become due (whether at maturity or otherwise).

The Borrower and its subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.

For purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

Form to be modified in connection with the delivery of the solvency certificate under the UNA Replacement ABL Facility, such that the solvency certificate is provided on behalf of Holdings and the statements are made in respect of Holdings and its subsidiaries (as opposed to the Borrower and its subsidiaries).

I am generally familiar with the business and financial position of the Borrower and its subsidiaries. In reaching the conclusions set forth in this Certificate, I have made such other investigations and inquiries as I have deemed reasonably necessary to enable me to express an informed opinion as to the matters referred to herein.

This Certificate has been executed by the undersigned solely in his corporate capacity and he shall have no personal liability as a result of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate, solely in the undersigned’s capacity as Chief Financial Officer of Holdings, on behalf of the Borrower and its subsidiaries and not in the undersigned’s individual or personal capacity, this day of [ ], 20[ ].