1389305--2/25/2009--RSC_Holdings

related topics

{debt, indebtedness, cash}

{condition, economic, financial}

{provision, law, control}

{customer, product, revenue}

{system, service, information}

{investment, property, distribution}

{stock, price, operating}

{stock, price, share}

{acquisition, growth, future}

{control, financial, internal}

{cost, regulation, environmental}

{cost, operation, labor}

{property, intellectual, protect}

{personnel, key, retain}

{operation, natural, condition}

{loss, insurance, financial}

Our revenues and operating results may fluctuate and any unexpected or continuous periods of decline could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our reliance on available borrowings under our Senior ABL Facilities and cash from operating activities is necessary to operate our business and subjects us to a number of risks, many of which are beyond our control. The effects of the recent global economic crisis may impact our revenue, operating results, or financial condition. Our expenses could increase and our relationships with our customers could be hurt if there is an adverse change in our relationships with our equipment suppliers or if our suppliers are unable to provide us with products we rely on to generate revenues. If our operating costs increase as our rental fleet ages and we are unable to pass along such costs, our earnings will decrease. The cost of new equipment we use in our rental fleet could increase and therefore we may spend more for replacement equipment, and in some cases we may not be able to procure equipment on a timely basis due to supplier constraints. Our rental fleet is subject to residual value risk upon disposition. Any failure of Atlas to indemnify us against and defend us from certain claims in accordance with the terms of the Recapitalization Agreement could have a material adverse effect on us. Disruptions in our information technology systems could limit our ability to effectively monitor and control our operations and adversely affect our operating results. The Sponsors or their affiliates may compete directly against us. If we acquire any businesses in the future, they could prove difficult to integrate, disrupt our business, or have an adverse effect on our results of operations. If we fail to retain key management and personnel, we may be unable to implement our business plan. We are exposed to various possible claims relating to our business and our insurance may not fully protect us. We may be unable to maintain an effective system of internal control over financial reporting and comply with Section 404 of the Sarbanes-Oxley Act of 2002 and other related provisions of the U.S. securities laws. Environmental, health and safety laws, regulations and requirements and the costs of complying with them, or any liability or obligation imposed under them, could adversely affect our financial position, results of operations or cash flow. We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business. Certain of our existing stockholders have significant control. We face risks related to changes in our ownership. Risks Related to Our Indebtedness We have substantial debt and may incur substantial additional debt, which could adversely affect our financial condition, our ability to obtain financing in the future and our ability to react to changes in our business. Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantial additional debt, which could further exacerbate the risks associated with our substantial indebtedness. We may not be able to generate sufficient cash to service all of our debt, and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful. A significant portion of our outstanding indebtedness is secured by substantially all of our consolidated assets. As a result of these security interests, such assets would only be available to satisfy claims of our general creditors or to holders of our equity securities if we were to become insolvent to the extent the value of such assets exceeded the amount of our indebtedness and other obligations. In addition, the existence of these security interests may adversely affect our financial flexibility. Restrictive covenants in certain of the agreements and instruments governing our indebtedness may adversely affect our financial flexibility. The instruments governing our debt contain cross default or cross acceleration provisions that may cause all of the debt issued under such instruments to become immediately due and payable as a result of a default under an unrelated debt instrument. Risks Related to our Common Stock and Market and Economic Factors Our share price may decline due to the large number of shares eligible for future sale. RSC Holdings is a holding company with no operations of its own that depends on its subsidiaries for cash. Our operating and financial performance in any given period might not meet the guidance we have provided to the public. Fluctuations in the stock market, as well as general economic and market conditions may impact our operations, sales, financial results and market price of our common stock. Our certificate of incorporation, by-laws and Delaware law may discourage takeovers and business combinations that our stockholders might consider in their best interests.

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1389305--2/25/2009--RSC_Holdings_Inc.