RENTAL SERVICE CORP
8-K, 1997-12-17
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>


                      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 17, 1997 
                                                         (December 2, 1997)
                                                       -------------------------

                          RENTAL SERVICE CORPORATION
- --------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)



     DELAWARE                           000-21237                33-0569350
- --------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission File Number)   (I.R.S. Employer
of Incorporation)                                           Identification No.)


  14505 North Hayden Road, Suite 322, Scottsdale, Arizona         85260
- --------------------------------------------------------------------------------
        (Address of Principal Executive Offices)                (Zip Code)


                                (602) 905-3300
- --------------------------------------------------------------------------------
             (Registrant's Telephone Number, including Area Code)

                                NOT APPLICABLE
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)



<PAGE>
 
Item 2.  Acquisition or Disposition of Assets

     On December 2, 1997, Rental Service Corporation ("RSC" or the "Company")
acquired all of the outstanding capital stock of Rent-It-Center, Inc. d/b/a
Center Rentals & Sales and substantially all of the assets of certain affiliated
entities (collectively, "Center") for approximately $100.9 million in cash,
482,315 shares of RSC common stock (of which 64,544 shares will be issued over
seven years, subject to earlier issuance over three years if certain performance
objectives are achieved) and the assumption of approximately $16.0 million of
Center's debt. Center is a leading independent rental company and also sells a
variety of equipment ranging from small tools to heavy equipment, including
related commodity supplies. Center operates a total of 14 locations in Colorado,
New Mexico, Texas, Kansas, Missouri and Nebraska, and had total combined
revenues of approximately $49.8 million for its fiscal year ended October 31,
1997. Center's balance sheet is consolidated with the Company's under the
purchase method of accounting as of December 2, 1997. Pursuant to the
acquisition agreements, the Company assumed effective control of Center's
operations on November 1, 1997, and has included Center's revenues, costs and
expenses from such date in its consolidated statement of operations, net of
related imputed purchase price adjustments.

Item 5.  Other Events.

     On December 2, 1997, the Company amended and restated its revolving credit
facility (the "Revolver") to increase its total available financing to $600.0
million. This increase consisted of an increase in the availability under the
Revolver from $300.0 million to $500.0 million and a new $100.0 million seven-
year term loan facility (the "Term Loan"). In addition, this new financing
package extended the maturity date of the Revolver to December 2, 2002; changed
the methodology for determining the interest rate margins; increased the allowed
levels of capital expenditures and investments to $160.0 million in 1997, $150.0
million in each of 1998, 1999 and 2000, $160.0 million in 2001, $180.0 million
in 2002, $225.0 million in 2003 and $240.0 million in 2004 (plus amounts
reinvested from asset sales); and amended several covenants, including the
computation methodology of certain financial covenants.

     The Term Loan requires mandatory principal payments of $1.0 million on each
of its first six anniversaries, with the remaining principal amount due at
maturity. The Term Loan matures on December 2, 2004. Interest on the Term Loan
is payable monthly at either the prime rate plus 1.0% or the Eurodollar rate
plus 2.5% (at the Company's option). The Term Loan contains the same conditions,
covenants and restrictions as the Revolver.

     On December 12, 1997, RSC acquired all of the outstanding capital stock of
Siems Rental & Sales Co., Inc. ("Siems") for $8.0 million in cash, 126,315
shares of RSC common stock and the assumption of approximately $13.5 million of
Siems' debt. Siems is an independent rental company engaged in the rental, sales
and service of various types

                                       2
<PAGE>
 
of construction and industrial equipment. Siems operates a total of six
locations in Maryland, Delaware, Pennsylvania and Virginia, and had trailing
twelve months revenues of approximately $21.0 million as of September 30, 1997.
Siems' balance sheet is consolidated with the Company's under the purchase
method of accounting as of December 12, 1997. Pursuant to the acquisition
agreement, the Company assumed effective control of Siems' operations on
November 1, 1997, and has included Siems' revenues, costs and expenses from such
date in its consolidated statement of operations, net of related imputed
purchase price adjustments.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (a)  Financial Statements of Businesses Acquired

        The audited financial statements of Center are not included with this
        Current Report on Form 8-K, but will be filed with an amendment to this
        Form 8-K within 60 days.

     (b)  Pro Forma Financial Information

        The pro forma financial information relating to the acquisition of
        Center is not included with this Current Report on Form 8-K, but will be
        filed with an amendment to this Form 8-K within 60 days.

     (c)  Exhibits

          Exhibit Number                          Description
          --------------       -------------------------------------------------

               1.1             Form of Underwriting Agreement relating to the 
                               Company's public offering of 4,000,000 shares of
                               its Common Stock, $.01 par value.

              10.1 *           Stock Purchase Agreement by and among David P.
                               Lanoha and The Lanoha Charitable Remainder Trust
                               and National Christian Charitable Foundation and
                               Richard F. Lanoha Family Trust as "Sellers," RSC
                               Acquisition Corp. as "Buyer," Rental Service
                               Corporation as "Parent" and Rent-It-Center, Inc.
                               d/b/a Center Rental and Sales, Inc. as the
                               "Company," dated October 6, 1997.
 
              10.2 *           Asset Purchase Agreement by and among David P.
                               Lanoha as "Seller," RSC Acquisition Corp. as
                               "Buyer," Rental Service Corporation as "Parent"
                               and Lanoha Leasing Limited Liability Company as
                               the "Company," dated October 6, 1997. 

                                       3
<PAGE>
 
     (c)  Exhibits (continued)

          Exhibit Number                          Description
          --------------       -------------------------------------------------

              10.3 *           Asset Purchase Agreement by and among David P.
                               Lanoha as "Seller," RSC Acquisition Corp. as
                               "Buyer," Rental Service Corporation as "Parent"
                               and Zuni Rental Enterprises L.L.C. as the
                               "Company," dated October 6, 1997.
                               
              10.4 *           Asset Purchase Agreement by and among David P.
                               Lanoha as "Seller," RSC Acquisition Corp. as
                               "Buyer," Rental Service Corporation as "Parent"
                               and Center Rental & Sales/Omaha, LLC as the
                               "Company," dated October 6, 1997.
 
              10.5 #           Second Amended and Restated Credit Agreement,
                               dated as of December 2, 1997.
 
              10.6 *           Stock Purchase Agreement by and among Leonard A.
                               Siems, Marvin W. Abbott and the Trustees (as
                               defined) as "Sellers," RSC Alabama, Inc. as
                               "Buyer," Rental Service Corporation as "Parent"
                               and Siems Rental & Sales Co., Inc as the
                               "Company," dated October 31, 1997. 
- -------------------
     *  Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
        the three months ended September 30, 1997, and incorporated herein by
        reference.

     #  Filed as an exhibit to the Company's Registration Statement on Form S-1
        (Registration No. 333-40707, effective December 16, 1997), and
        incorporated herein be reference.

                                       4
<PAGE>
 
                                   SIGNATURES
                                        

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

                                             RENTAL SERVICE CORPORATION
 
 
 
Date: December 17, 1997                      By: /s/ Robert M. Wilson
                                                ------------------------
                                             Robert M. Wilson
                                             Senior Vice President and
                                             Chief Financial Officer

                                       5
<PAGE>
 
                                 EXHIBIT INDEX

          Exhibit Number                             Description
          --------------       -------------------------------------------------

               1.1             Form of Underwriting Agreement relating to the 
                               Company's public offering of 4,000,000 shares of
                               its Common Stock, $.01 par value.

              10.1 *           Stock Purchase Agreement by and among David P.
                               Lanoha and The Lanoha Charitable Remainder Trust
                               and National Christian Charitable Foundation and
                               Richard F. Lanoha Family Trust as "Sellers," RSC
                               Acquisition Corp. as "Buyer," Rental Service
                               Corporation as "Parent" and Rent-It-Center, Inc.
                               d/b/a Center Rental and Sales, Inc. as the
                               "Company," dated October 6, 1997.
                          
              10.2 *           Asset Purchase Agreement by and among David P.
                               Lanoha as "Seller," RSC Acquisition Corp. as
                               "Buyer," Rental Service Corporation as "Parent"
                               and Lanoha Leasing Limited Liability Company as
                               the "Company," dated October 6, 1997.
 
              10.3 *           Asset Purchase Agreement by and among David P.
                               Lanoha as "Seller," RSC Acquisition Corp. as
                               "Buyer," Rental Service Corporation as "Parent"
                               and Zuni Rental Enterprises L.L.C. as the
                               "Company," dated October 6, 1997.
                               
              10.4 *           Asset Purchase Agreement by and among David P.
                               Lanoha as "Seller," RSC Acquisition Corp. as
                               "Buyer," Rental Service Corporation as "Parent"
                               and Center Rental & Sales/Omaha, LLC as the
                               "Company," dated October 6, 1997.
                               
              10.5 #           Second Amended and Restated Credit Agreement,
                               dated as of December 2, 1997.
                               
              10.6 *           Stock Purchase Agreement by and among Leonard A.
                               Siems, Marvin W. Abbott and the Trustees (as
                               defined) as "Sellers," RSC Alabama, Inc. as
                               "Buyer," Rental Service Corporation as "Parent"
                               and Siems Rental & Sales Co., Inc as the
                               "Company," dated October 31, 1997.

- ---------------
     *  Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
        the three months ended September 30, 1997, and incorporated herein by
        reference.

     #  Filed as an exhibit to the Company's Registration Statement on Form S-1
        (Registration No. 333-40707, effective December 16, 1997), and
        incorporated herein be reference.

                                       6

<PAGE>
 
                                                                     EXHIBIT 1.1
 
                             ______________ SHARES

                          RENTAL SERVICE CORPORATION

                    COMMON STOCK, PAR VALUE $.01 PER SHARE



                            UNDERWRITING AGREEMENT



                                                               December __, 1997



Morgan Stanley & Co. Incorporated
William Blair & Company, L.L.C.
c/o Morgan Stanley & Co. Incorporated
  1585 Broadway
  New York, New York  10036

Morgan Stanley & Co. International Limited
William Blair & Co., L.L.C.
c/o Morgan Stanley & Co. International Limited
  25 Cabot Square
  Canary Wharf
  London W1P 3AE
  England


Dear Sirs and Mesdames:

          RENTAL SERVICE CORPORATION, a Delaware corporation (the "Company"),
proposes to issue and sell to the several Underwriters (as defined below) shares
of its Common Stock, par value $.01 per share (the "Firm Shares").
<PAGE>
 
                                       2


          It is understood that, subject to the conditions hereinafter stated,
___________ Firm Shares (the "U.S. Firm Shares") will be sold to the several
U.S. Underwriters named in Schedule I hereto (the "U.S. Underwriters") in
connection with the offering and sale of such U.S. Firm Shares in the United
States and Canada to United States and Canadian Persons (as such terms are
defined in the Agreement Between U.S. and International Underwriters of even
date herewith), and __________ Firm Shares (the "International Shares") will be
sold to the several International Underwriters named in Schedule II hereto (the
"International Underwriters") in connection with the offering and sale of such
International Shares outside the United States and Canada to persons other than
United States and Canadian Persons.  Morgan Stanley & Co. Incorporated and
William Blair & Company, L.L.C. shall act as representatives (the "U.S.
Representatives") of the several U.S. Underwriters, and Morgan Stanley & Co.
International Limited and William Blair & Company, L.L.C. shall act as
representatives (the "International Representatives") of the several
International Underwriters.  The U.S. Underwriters and the International
Underwriters are hereinafter collectively referred to as the Underwriters.

          The Company also proposes to issue and sell to the several U.S.
Underwriters not more than an additional ____________ shares of its Common
Stock, par value $.01 per share, and certain stockholders of the Company
(collectively, the "Selling Stockholders") named in Schedule III hereto
severally propose to sell to the several U.S. Underwriters the additional number
of shares of the Common Stock, par value $.01 per share, of the Company set
forth in Schedule III hereto opposite the name of each Selling Stockholder, for
a total of not more than an additional 750,000 shares to be sold by the Company
and such Selling Stockholders (the "Additional Shares"), if and to the extent
that the U.S. Representatives exercise, on behalf of the U.S. Underwriters, the
right to purchase such shares of common stock granted to the U.S. Underwriters
in Section 2 hereof. The Additional Shares, if any, purchased by the U.S.
Underwriters hereunder and the Firm Shares are hereinafter collectively referred
to as the "Shares." The shares of Common Stock, par value $.01 per share, of the
Company to be outstanding after giving effect to the sales contemplated hereby
are hereinafter referred to as the "Common Stock." The Company and the Selling
Stockholders are hereinafter sometimes collectively referred to as the
"Sellers."

          The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (File No. 333-40707) relating
to the Shares. The registration statement contains two prospectuses to be used
in connection with the offering and sale of the Shares:  the U.S. prospectus, to
be used in connection with the offering and sale of Shares in the United States
and Canada to United States and Canadian Persons, and the international
prospectus, to be used in connection with the offering and sale of Shares
outside the United States and Canada to persons other than United States and
Canadian Persons. The international prospectus is identical to the U.S.
prospectus except for the outside front cover page. The registration statement
as amended at the time it becomes effective, including the information (if any)
deemed to be part of the registration statement at
<PAGE>
 
                                       3

the time of effectiveness pursuant to Rule 430A under the Securities Act of
1933, as amended (the "Securities Act"), is hereinafter referred to as the
"Registration Statement;" the U.S. prospectus and the international prospectus
in the respective forms first filed with the Commission pursuant to Rule 424(b),
or, if no filing pursuant to Rule 424(b) is made, in the form first used to
confirm sales of Shares, are hereinafter collectively referred to as the
"Prospectus." If the Company has filed an abbreviated registration statement to
register additional shares of Common Stock pursuant to Rule 462(b) under the
Securities Act (the "Rule 462(b) Registration Statement"), then any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462(b) Registration Statement.


          1. Representations and Warranties of the Company.  The Company
             ---------------------------------------------
represents and warrants to and agrees with the several Underwriters that:

          (a)  The Registration Statement has become effective; no stop order
     issued by the Commission suspending the effectiveness of the Registration
     Statement is in effect, and, to our knowledge, no proceedings for such
     purpose are pending before or threatened by the Commission.

          (b)  (i) The Registration Statement, when it became effective, did not
     contain and, as amended or supplemented, if applicable, will not contain
     any untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, (ii) the Registration Statement and the Prospectus comply
     and, as amended or supplemented, if applicable, will comply in all material
     respects with the Securities Act and the applicable rules and regulations
     of the Commission thereunder and (iii) the Prospectus does not contain and,
     as amended or supplemented, if applicable, will not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading; except that the representations and
     warranties set forth in this Section 1(b) do not apply to statements or
     omissions in the Registration Statement or the Prospectus based upon
     information relating to any Underwriter furnished to the Company in writing
     by such Underwriter through you expressly for use therein.

          (c)  The Company has been duly incorporated, is validly existing as a
     corporation in good standing under the laws of the State of Delaware, has
     the corporate power and authority to own its property and to conduct its
     business as
<PAGE>
 
                                       4

     described in the Prospectus and is duly qualified to transact business as a
     foreign corporation under the laws of, and is in good standing in, each
     jurisdiction in which the conduct of its business or its ownership or
     leasing of property requires such qualification, except to the extent that
     the failure to be so qualified or be in good standing would not have a
     material adverse effect on the Company and its subsidiaries, taken as a
     whole; and the Company has not received any notice of any proceeding
     instituted in any such jurisdiction revoking, limiting or curtailing, or
     seeking to revoke, limit or curtail, such power and authority or
     qualification.

          (d)  Each subsidiary of the Company has been duly incorporated, is
     validly existing as a corporation in good standing under the laws of the
     jurisdiction of its incorporation, has the corporate power and authority to
     own its property and to conduct its business as described in the Prospectus
     and is duly qualified to transact business as a foreign corporation under
     the laws of, and is in good standing in, each jurisdiction in which the
     conduct of its business or its ownership or leasing of property requires
     such qualification, except to the extent that the failure to be so
     qualified or be in good standing would not have a material adverse effect
     on the Company and its subsidiaries, taken as a whole; and the Company has
     not received any notice of any proceeding instituted in any such
     jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit
     or curtail, such power and authority or qualification.

          (e)  The authorized capital stock of the Company conforms as to legal
     matters to the description thereof contained in the Prospectus.

          (f)  The shares of Common Stock (including the Shares to be sold by
     the Selling Stockholders) outstanding immediately prior to the issuance of
     the Shares have been duly authorized and are validly issued, fully paid and
     non-assessable.

          (g)  The Shares to be sold by the Company have been duly authorized
     and, when issued and delivered in accordance with the terms of this
     Agreement, will be validly issued, fully paid and non-assessable; the
     issuance of such Shares will not be subject to any preemptive rights.

          (h)  This Agreement has been duly authorized, executed and delivered
     by the Company.

          (i)  The execution and delivery by the Company of, and the performance
     by the Company of its obligations under, this Agreement will not breach or
     contravene (i) any statute, rule or regulation applicable to the Company,
     (ii) the certificate of incorporation or bylaws of the Company, or (iii)
     any other agreement or instrument binding upon the Company or any of its
     subsidiaries that is material to the
<PAGE>
 
                                       5

     Company and its subsidiaries, taken as a whole, or (iv) any judgment, order
     or decree binding on the Company or any subsidiary of any governmental
     body, agency or court having jurisdiction over the Company or any
     subsidiary, except for any breach or contravention which, singly or in the
     aggregate, would not have a material adverse effect on the Company and its
     subsidiaries, taken as a whole; and no consent, approval, authorization or
     order of or qualification with any governmental body or agency is required
     for the performance by the Company of its obligations under this Agreement,
     except such as may be required by the Securities Act, the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), securities or Blue
     Sky laws in connection with the offer and sale of the Shares and clearance
     with the National Association of Securities Dealers, Inc. ("NASD").

          (j)  There are no (i) legal or governmental proceedings pending or to
     the Company's knowledge threatened to which the Company or any of its
     subsidiaries is a party or to which any of the properties of the Company or
     any of its subsidiaries is subject that are required to be described in the
     Registration Statement or the Prospectus and are not so described, other
     than proceedings that, if decided adversely to the Company or such
     subsidiaries, would not have a material adverse effect on the Company and
     its subsidiaries, taken as a whole, or on the power or ability of the
     Company to perform its obligations under this Agreement and (ii) material
     documents that are required to be described in the Registration Statement
     or the Prospectus or to be filed as exhibits to the Registration Statement
     that are not described or filed as required.

          (k)  Each of the Company and its subsidiaries has all necessary
     consents, authorizations, approvals, orders, certificates and permits of
     and from, and has made all declarations and filings with, all federal,
     state, local and other governmental authorities, all self-regulatory
     organizations and all courts and other tribunals, to own, lease, license
     and use its properties and assets and to conduct its business in the manner
     described in the Prospectus, except to the extent that the failure to
     obtain or file would not have a material adverse effect on the Company and
     its subsidiaries, taken as a whole.

          (l)  Each preliminary prospectus filed as part of the registration
     statement as originally filed or as part of any amendment thereto, or filed
     pursuant to Rule 424 under the Securities Act, complied when so filed in
     all material respects with the Securities Act and the rules and regulations
     of the Commission thereunder.

          (m)  The Company is not and, after giving effect to the offering of 
     the Shares and the application of the proceeds thereof as described in the
     Prospectus, will not be an "investment company" or an entity "controlled"
     by an "investment company" as such terms are defined in the Investment
     Company Act of 1940, as amended.
<PAGE>
 
                                       6

          (n)  The Company and its subsidiaries (i) are in compliance with any
     and all applicable foreign, federal, state and local laws and regulations
     relating to the protection of human health and safety, the environment or
     hazardous or toxic substances or wastes, pollutants or contaminants
     ("Environmental Laws"), (ii) have received all permits, licenses or other
     approvals required of them under applicable Environmental Laws to conduct
     their respective businesses and (iii) are in compliance with all terms and
     conditions of any such permit, license or approval, except where such
     noncompliance with Environmental Laws, failure to receive required permits,
     licenses or other approvals or failure to comply with the terms and
     conditions of such permits, licenses or approvals would not, singly or in
     the aggregate, have a material adverse effect on the Company and its
     subsidiaries, taken as a whole.

          (o)  Neither the Company nor any of its subsidiaries is in violation
     of its certificate of incorporation or bylaws or in default in the
     performance or observance of any obligation, agreement, covenant or
     condition contained in any indenture, mortgage, deed of trust, loan
     agreement, lease or other agreement or instrument to which it is a party or
     by which it or any of its properties or assets may be bound, except for
     such defaults as singly or in the aggregate do not and will not have a
     material adverse effect on the Company and its subsidiaries, taken as a
     whole.

          (p)  The Company and its subsidiaries have good and marketable title
     in fee simple to all real property and good and marketable title to all
     personal property owned by them which is material to the business of the
     Company and its subsidiaries, in each case free and clear of all liens
     (except liens for taxes not yet due and payable), encumbrances and defects,
     except such as are described or reflected in the Prospectus, and such as do
     not materially affect the value of such property and do not interfere with
     the use made and proposed to be made of such property by the Company and
     its subsidiaries; and any material real property held under lease by the
     Company and its subsidiaries are held by them under valid, subsisting and
     enforceable leases with such exceptions as are not material and do not
     materially interfere with the use made and proposed to be made of such
     property and buildings by the Company and its subsidiaries, in each case
     except as described or reflected in or contemplated by the Prospectus.

          (q)  The Company and its subsidiaries own or possess all right, title
     and interest in and to, or have duly licensed from third parties, all
     patents, patent rights, trade secrets, inventions, know-how, trademarks,
     trade names, copyrights, service marks and other proprietary rights
     (collectively, "Trade Rights"), if any, that are material to the business
     of the Company and its subsidiaries, taken as a whole; neither the Company
     nor any of its subsidiaries have received any notice of infringement,
     misappropriation or conflict from any third party as to such material Trade
     Rights that has not been resolved or disposed of and, to the knowledge of
     the Company, neither
<PAGE>
 
                                       7

     the Company nor any of its subsidiaries has infringed, misappropriated or
     otherwise conflicted with the material Trade Rights of any third parties,
     except for such infringements, misappropriations or conflicts as, singly or
     in the aggregate, would not have a material adverse effect on the Company
     or its subsidiaries, taken as a whole.

          (r)  The Company and each of its subsidiaries are insured by insurers
     against such losses and risks and in such amounts as the Company believes
     are appropriate for the business in which they are engaged.

          (s)  There are no holders of securities of the Company having rights
     to registration thereof or preemptive rights to purchase capital stock of
     the Company, except as disclosed in the Prospectus; and holders of
     registration rights who are not Selling Stockholders have received (or
     waived receipt of) proper notice from the Company with respect to such
     rights and have not exercised such rights with respect to the offering
     being made by the Prospectus.

          (t)  The Company confirms that as of the date hereof is in compliance
     with all provisions of Section 517.075, Florida Statutes (Chapter 92-198,
     Laws of Florida).

          (u)  Subsequent to the respective dates as of which information is
     given in the Registration Statement and Prospectus, and except as
     contemplated by the Registration Statement, the Company and its
     subsidiaries, taken as a whole, have not incurred any material liabilities
     or obligations, direct or contingent, nor entered into any material
     transactions not in the ordinary course of business and there has not been
     any material adverse change in their condition (financial or otherwise) or
     results of operations nor any material adverse change in their capital
     stock, short-term debt or long-term debt.

          (v)  The consolidated financial statements together with the related
     notes and schedules of the Company included in the Registration Statement
     fairly present the consolidated financial position of the Company and the
     consolidated results of operations and cash flows as of the dates and for
     the periods therein specified, all in accordance with generally accepted
     accounting principles consistently applied throughout the periods specified
     therein (except as otherwise noted therein or as disclosed in the
     Registration Statement and the supporting schedules included therein).  The
     selected financial data set forth in the Prospectus under the caption
     "Selected Historical Consolidated Financial and Operating Data" fairly
     present, on the basis stated in the Prospectus, the information included
     therein.

          (w)  No labor dispute with the employees of the Company or any of its
     subsidiaries exists or, to the Company's knowledge, is threatened or
     imminent that could reasonably be expected to result in a material adverse
     effect on the Company
<PAGE>
 
                                       8

     and its subsidiaries, taken as a whole, except as described in or
     contemplated by the Prospectus.


          2. Representations and Warranties of the Selling Stockholders.  Each
             ----------------------------------------------------------
Selling Stockholder, severally and not jointly, represents and warrants to, and
agrees with the Company and each of the Underwriters that:

          (a) This Agreement has been duly authorized, executed and delivered by
     or on behalf of such Selling Stockholder.

          (b) The execution and delivery by such Selling Stockholder of, and the
     performance by such Selling Stockholder of its obligations under, this
     Agreement, the Custody Agreement signed by such Selling Stockholder and
     Robert M. Wilson, as custodian (the "Custodian"), relating to the deposit
     of the Shares to be sold by such Selling Stockholder (the "Custody
     Agreement") and the Power of Attorney appointing Martin R. Reid and Robert
     H. Wilson (individually and collectively, the "Agent") as such Selling
     Stockholder's attorney-in-fact to the extent set forth therein, relating to
     the transactions contemplated hereby and by the Registration Statement (the
     "Power of Attorney"), will not contravene any provision of applicable law
     or any agreement or other instrument binding upon such Selling Stockholder
     or any judgment, order or decree of any governmental body, agency or court
     having jurisdiction over such Selling Stockholder and which would have a
     material adverse effect on such Selling Stockholder's ability to perform
     its obligations under this Agreement, the Custody Agreement and the Power
     of Attorney. No consent, approval, authorization or order of, or
     qualification with, any governmental body or agency is required for the
     performance by such Selling Stockholder of its obligations under this
     Agreement, the Custody Agreement or the Power of Attorney of such Selling
     Stockholder, except for compliance with the Securities Act and such as may
     be required by the Securities Act, Exchange Act, securities or Blue Sky
     laws in connection with the offer and sale of such Shares and clearance
     with the NASD.

          (c) Such Selling Stockholder has, and on the Closing Date will have,
     valid title to the Shares to be sold by such Selling Stockholder and the
     legal right and power, and authority, to enter into this Agreement, the
     Custody Agreement and the Power of Attorney and to sell, transfer and
     deliver the Shares to be sold by such Selling Stockholder.
<PAGE>
 
                                       9

          (d) Delivery of the Shares to be sold by such Selling Stockholder
     pursuant to this Agreement will pass title to such Shares free and clear of
     any security interests, claims, liens, equities and other encumbrances.

          (e) The Custody Agreement and the Power of Attorney have been duly
     authorized, executed and delivered by such Selling Stockholder and are
     valid and binding agreements of such Selling Stockholder.

          (f) The Shares to be sold hereunder by such Selling Stockholder on
     deposit with the Custodian are subject to the interests of the Company, the
     Underwriters and the other Selling Stockholders, that the arrangements made
     for such custody, and the appointment of agents pursuant to a Power of
     Attorney, are to that extent irrevocable, and that obligations of such
     Selling Stockholder hereunder and under the Power of Attorney and the
     Custody Agreement shall not be terminated except as provided in this
     Agreement, the Power of Attorney or the Custody Agreement by any act of
     such Selling Stockholder, by operation of law or otherwise.

          (g) As to each Selling Stockholder, (i) the Registration Statement,
     when it became effective, did not contain and, as amended or supplemented,
     if applicable, will not contain any untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading and (ii) the Prospectus, does
     not contain and, as amended or supplemented, if applicable, will not
     contain any untrue statement of a material fact or omit to state a material
     fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; except that the
     representations and warranties set forth in this Section 2(g) only apply to
     statements or omissions in the Registration Statement or the Prospectus
     based upon information relating to any Selling Stockholder furnished to the
     Company in writing by such Selling Stockholder through you expressly for
     use therein.
<PAGE>
 
                                       10

          3. Agreements to Sell and Purchase.  The Company hereby agrees to sell
             -------------------------------
to the several Underwriters, and the Underwriters, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agree, severally and not jointly, to purchase from the
Company, the respective numbers of Firm Shares set forth in Schedules I and II
hereto opposite their names at $_____ a share (the "Purchase Price").

          On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company and the Selling
Stockholders agree to sell to the U.S. Underwriters the Additional Shares, and
the U.S. Underwriters shall have a one-time right to purchase, severally and not
jointly, up to _________ Additional Shares at the Purchase Price.  If the U.S.
Representatives, on behalf of the U.S. Underwriters, elect to exercise such
option, the U.S. Representatives shall so notify the Selling Stockholders in
writing not later than 30 days after the date of this Agreement, which notice
shall specify the number of Additional Shares to be purchased by the U.S.
Underwriters and the date on which such shares are to be purchased.  Such date
may be the same as the Closing Date (as defined below) but not earlier than the
Closing Date, not later than ten business days after the date of such notice.
Additional Shares may be purchased as provided in Section 5 hereof solely for
the purpose of covering overallotments made in connection with the offering of
the Firm Shares.  If any Additional Shares are to be purchased, each U.S.
Underwriter agrees, severally and not jointly, to purchase the number of
Additional Shares (subject to such adjustments to eliminate fractional shares as
the U.S. Representatives may determine) that bears the same proportion to the
total number of Additional Shares to be purchased as the number of Firm Shares
set forth in Schedule I hereto opposite the name of such U.S. Underwriter bears
to the total number of U.S. Firm Shares.

          Each Seller hereby agrees that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not,
during the period ending 90 days after the date of the Prospectus, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase, lend,
purchase any option or contract to sell, grant any option, right or warrant to
purchase or otherwise transfer or dispose of, directly or indirectly, any shares
of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether such transaction described in clause
(i) or (ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise.  The foregoing sentence does not apply (A) to
the Shares to be sold hereunder, (B) to the issuance by the Company of shares of
Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof of which the Underwriters have been
advised in
<PAGE>
 
                                       11

writing or which have been described in the Prospectus, (C) to any options
granted or shares of Common Stock issued pursuant to benefit plans of the
Company existing on the date hereof of which the Underwriters have been advised
in writing, (D) with respect to any Selling Stockholder, to any sale of shares
of Common Stock which are subject to an existing pledge or other security
arrangement on the date hereof of which the Underwriters have been advised in
writing, in good faith pursuant to the terms of such pledge or arrangement, or
(E) the issuance of shares of Common Stock in pursuant to the Center Acquisition
Agreements or in connection with other acquisitions.


          4. Terms of Public Offering.  The Sellers are advised by you that the
             ------------------------
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable.  The Sellers are further
advised by you that the Shares are to be offered to the public initially at
U.S.$____ a share (the "Public Offering Price") and to certain dealers selected
by you at a price that represents a concession not in excess of U.S.$____ a
share under the Public Offering Price, and that any Underwriter may allow, and
such dealers may reallow, a concession, not in excess of U.S.$____ a share, to
any Underwriter or to certain other dealers.


          5. Payment and Delivery.  Payment for the Firm Shares shall be made by
             --------------------
federal or other funds immediately available in New York City against delivery
of such Firm Shares for the respective accounts of the several Underwriters at
the office of Latham & Watkins, 633 West Fifth Street, Suite 4000, Los Angeles,
California, at 10:00 A.M., New York time, on __________, 1997, or at such other
time on the same or such other date, not later than __________, 1998, as shall
be designated in writing by you. The time and date of such payment are
hereinafter referred to as the "Closing Date."
<PAGE>
 
                                       12

          Payment for any Additional Shares shall be made, for Additional Shares
sold by the Company to the Company, and, for Additional Shares sold by the
Selling Stockholders, to the Custodian for the benefit of the Selling
Stockholders, in federal or other funds immediately available in New York City
against delivery of such Additional Shares for the respective accounts of the
several U.S. Underwriters at the office of Latham & Watkins, 633 West Fifth
Street, Suite 4000, Los Angeles, California, at 10:00 A.M., New York time, on
the date specified in the notice, delivered pursuant to Section 3 hereof, from
the U.S. Underwriters to the Selling Stockholders of their determination to
purchase Additional Shares (the "Option Closing Date").

          Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than two full business days prior to the
Closing Date or the Option Closing Date, as the case may be.  The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes payable
in connection with the transfer of the Shares to the Underwriters duly paid,
against payment of the purchase price therefor.


          6. Conditions to the Underwriters' Obligations.  The obligations of
             -------------------------------------------
the Company and the several obligations of the Underwriters hereunder are
subject to the condition that the Registration Statement shall have become
effective not later than the date hereof.

          The several obligations of the Underwriters hereunder are subject to
the following further conditions:

          (a) Subsequent to the execution and delivery of this Agreement and
     prior to the Closing Date, there shall not have occurred any change, or any
     development involving a prospective change, in the condition, financial or
     otherwise, or in the earnings, business or operations of the Company and
     its subsidiaries, taken as a whole, from that set forth in the Prospectus
     that, in your judgment, is material and adverse and that makes it, in your
     judgment, impracticable to market the Shares on the terms and in the manner
     contemplated in the Prospectus.

          (b) The Underwriters shall have received on the Closing Date a
     certificate, dated the Closing Date and signed by an executive officer of
     the Company, to the effect that the representations and warranties of the
     Company contained in this
<PAGE>
 
                                       13

     Agreement are true and correct as of the Closing Date and that the Company
     has complied with all of the agreements and satisfied all of the conditions
     on its part to be performed or satisfied hereunder on or before the Closing
     Date.

          The officer signing and delivering such certificate may rely upon the
     best of his knowledge as to proceedings threatened.

          (c)  You shall have received on the Closing Date an opinion of Latham
     & Watkins, counsel for the Company, dated the Closing Date, to the effect
     that

               (i)   the Company has been duly incorporated, is validly existing
          as a corporation in good standing under the laws of the State of
          Delaware with corporate power and authority to own its properties and
          conduct its business as described in the Registration Statement and
          Prospectus; and, based solely on certificates from public officials,
          counsel shall confirm that the Company is qualified to do business in
          each state set forth in Schedule I to such opinion;

               (ii)  an opinion to the same general effect as clause (i) of this
          subparagraph in respect of RSC Holdings Inc., RSC Acquisition Corp.,
          RSC Industrial Corporation, RSC Duval Inc. and RSC Rents, Inc., the
          direct and indirect Delaware and California subsidiaries of the
          Company (collectively, the "Identified Subsidiaries" and each an
          "Identified Subsidiary");

               (iii)  the issued and outstanding shares of capital stock of each
          Identified Subsidiary are as set forth in Schedule II to such opinion
          (the "Subsidiary Shares").  The Subsidiary Shares have been duly
          authorized, validly issued and are fully paid and nonassessable.
          Except as disclosed in the Registration Statement (including contracts
          filed as exhibits to the Registration Statement), the Company owns of
          record directly or indirectly all of the Subsidiary Shares and all of
          the outstanding shares of capital stock of each of RSC Alabama, Inc.,
          The Air & Pump Company, Inc. and Walker Jones Equipment, Inc.
          (collectively with the Identified Subsidiaries, the "Subsidiaries"),
          and to the knowledge of such counsel, owns such stock of the
          Subsidiaries free and clear of any adverse claim (as defined in
          Section 8-302 of the Uniform Commercial Code);

               (iv)  the authorized capital stock of the Company consists of
          40,000,000 shares of Common Stock and 500,000 shares of preferred
          stock, par value $.01 per share, of which, based solely upon a review
          of a certificate of the transfer agent and registrar of the Company
          and upon issuance, delivery and payment by you and the other
          Underwriters for shares of Common Stock to be issued pursuant to and
          in accordance with the terms of the Underwriting
<PAGE>
 
                                       14

          Agreement, ________ shares of Common Stock are outstanding as of the
          Closing Date (the "Capital Stock"); and such Capital Stock conforms as
          to legal matters in all material respects to the description thereof
          in the Prospectus under the caption "Description of Capital Stock";

               (v)     the Firm Shares and the Shares have been duly authorized
          and, upon issuance, delivery and payment by you and the other
          Underwriters therefor pursuant to and in accordance with the terms of
          the Underwriting Agreement, will be validly issued and is fully paid
          and nonassessable;

               (vi)    the form of certificates for the Shares to be delivered
          hereunder are in due and proper form under the Delaware General
          Corporation Law (the "DGCL");

               (vii)   the Registration Statement has become effective under the
          Securities Act and, to the knowledge of such counsel, no stop order
          suspending the effectiveness of the Registration Statement has been
          issued under the Securities Act and no proceedings therefor have been
          by the Commission;

               (viii)  (1) the Registration Statement and the Prospectus comply
          as to form in all material respects with the requirements for
          registration statements on Form S-1 under the Securities Act; it being
          understood, however, that such counsel need express no opinion with
          respect to the financial statements, the notes thereto, and the
          related schedules and other financial, numerical, statistical or
          accounting data included in the Registration Statement or the
          Prospectus; (2) such counsel does not know of any legal or
          governmental proceedings pending or threatened to which the Company or
          any of its subsidiaries is a party or to which any of the properties
          of the Company or any of its subsidiaries is subject that are required
          to be described in the Registration Statement or the Prospectus and
          are not so described, other than proceedings that, if decided
          adversely to the Company or such subsidiaries, would not have a
          material adverse effect on the Company and its subsidiaries, taken as
          a whole, or on the power or ability of the Company to perform its
          obligations under this Agreement; and (3) to such counsel's knowledge
          there are no leases, contracts or documents of a character required to
          be described in the Registration Statement or Prospectus or to be
          filed as exhibits to the Registration Statement which are not
          described or filed, as required.  In passing upon the compliance as to
          form of the Registration Statement and the Prospectus, such counsel
          may assume that the statements made therein are correct and complete;
<PAGE>
 
                                       15

               (ix)    the statements (1) under the caption "Management --401(k)
          Plan," "Management -- Equity Participation Plans," "Management--
          Executive Incentive Bonus Plan," "Management -- Employee Qualified
          Stock Purchase Plan," "Certain Relationships and Related
          Transactions," "Description of Capital Stock" and "Shares Eligible for
          Future Sale" in the Prospectus and (2) in the Registration Statement
          in Items 14 and 15, insofar as such statements constitute a summary of
          the terms of the Company's capital stock, legal matters or documents
          referred to therein, are accurate in all material respects;

               (x)     this Agreement has been duly authorized, executed and
          delivered by the Company; and to such counsel's knowledge, no consent,
          approval, authorization or order of, or filing with, any federal or 
          New York or Delaware court or governmental agency or body is required
          for the consummation of the issuance and sale of the Shares by the
          Company pursuant to this Agreement, except such as have been obtained
          under the federal securities laws and such as may be required under
          the state securities laws in connection with the purchase and
          distribution of such Shares by the Underwriters;

               (xi)    the execution of this Agreement and the issuance of the
          Shares by the Company pursuant to this Agreement will not (i) result
          in a breach of or a default under, any agreement, franchise, license,
          indenture, mortgage, deed of trust, or other instrument of the Company
          or any of its subsidiaries or by which the property of any of them is
          bound which is filed as an exhibit to the Registration Statement; or
          (ii) violate any of the provisions of the Company's certificate of
          incorporation or bylaws or the DGCL or any federal or New York
          statute, rule or regulation known to such counsel to be applicable to
          the Company (other than federal securities laws, as to which such
          counsel states no opinion); and

               (xii)   the Company is not, and after giving effect to the 
          offering of the Shares and the application of the proceeds thereof as 
          described in the Prospectus, will not be an "investment company" as
          such term is defined in the Investment Company Act of 1940, as 
          amended.

               In addition, such counsel shall state that it has participated in
          conferences with officers and other representatives of the Company,
          representatives of the independent public accountants for the Company
          and representatives of the Underwriters, at which the contents of the
          Registration Statement and the Prospectus and related matters were
          discussed and, although such counsel is not passing upon, and does not
          assume any responsibility for, the accuracy, completeness or fairness
<PAGE>
 
                                       16

          of the statements contained in the Registration Statement and the
          Prospectus (other than as expressly set forth above in paragraphs 4 
          and 9) and has not made any independent check or verification thereof,
          during the course of such participation (relying as to materiality to
          a large extent upon the statements of officers and other
          representatives of the Company), no facts have come to the attention
          of such counsel that caused such counsel to believe that either the
          Registration Statement, at the time it became effective, contained an
          untrue statement of a material fact or omitted to state a material
          fact required to be stated therein or necessary to make the statements
          therein not misleading, or that the Prospectus, as of its date and as
          of the Closing Date, contained an untrue statement of a material fact
          or omitted to state a material fact necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading; it being understood that such counsel expresses no belief
          with respect to the financial statements, the notes thereto and the
          related schedules and other financial, numerical, statistical or
          accounting data included in the Registration Statement or the
          Prospectus.

          (d)  You shall have received on the Option Closing Date an opinion of
     counsel for each of the Selling Stockholders, dated the Option Closing
     Date, to the effect that:

               (i) this Agreement has been duly authorized, executed and
          delivered or on behalf of the Selling Stockholders;

               (ii) the execution and delivery by each Selling Stockholder of, 
          and the performance by each Selling Stockholder of its obligations
          under, this Agreement, the Custody Agreement and the Power of Attorney
          of such Selling Stockholder will not contravene any provision of
          applicable law or, to the best of such counsel's knowledge, any
          agreement or other instrument binding upon such Selling Stockholder
          or, to the best of such counsel's knowledge, any judgment or decree
          of any governmental body, agency or court having jurisdiction over
          such Selling Stockholder and which would have a material adverse
          effect on such Selling Stockholder's ability to perform its
          obligations under this Agreement, the Custody Agreement and the Power
          of Attorney. No consent, approval, authorization or order of or
          qualification with any governmental body or agency is required for the
          performance by such Selling Stockholder of its obligations under this
          Agreement, the Custody Agreement or the Power of Attorney of such
          Selling Stockholder except for compliance with the Securities Act and
          such as may be required by the securities or Blue Sky laws of the
          various states in connection with the offer and sale of the Shares by
          the Underwriters;

               (iii) each of the Selling Stockholders has the legal right and 
          power, and authority, to enter into this Agreement, the Custody
          Agreement and the Power of Attorney of such Selling Stockholder and to
          sell, transfer and deliver the Shares to be sold by such Selling
          Stockholder;

               (iv) the Custody Agreement and the Power of Attorney of such 
          Selling Stockholder have been duly authorized, executed and delivered
          by such Selling Stockholder and are valid and binding obligations of
          such Selling Stockholder; and

               (v) delivery of the Shares to be sold by each Selling 
          Stockholder pursuant to this Agreement will pass good and marketable
          title to such Shares free and clear of any security interests, claims,
          liens, equities and other encumbrances; provided that counsel may
                                                  --------
          assume that purchasers of Shares to be sold by each Selling
          Stockholder are bona fide purchasers.

          (e) You shall have received on the Closing Date an opinion of Shearman
     & Sterling, special counsel for the Underwriters, dated the Closing Date,
     covering the matters referred to in subparagraphs (v), (ix) (but only as to
     the statements in the Prospectus under "Description of Capital Stock" and
     "Underwriters"), (x) and (xiii) of paragraphs (c) above.

          With respect to subparagraph (xiii) of paragraph (c) above, Latham & 
     Watkins and Shearman & Sterling may state that their opinions and beliefs
     are based upon their participation in the preparation of the Registration
     Statement and Prospectus and any amendments or supplements thereto and
     review and discussion of the contents thereof, but are without independent
     check or verification except as specified. With respect to paragraph (d)
     above, counsel for each of the Selling Stockholders may rely upon an
     opinion or opinions of counsel for any Selling Stockholders and, with
     respect to factual matters and to the extent such counsel deems
     appropriate, upon the representations of each Selling Stockholder contained
     herein and in the Custody Agreement and Power of Attorney of such Selling
     Stockholder and in other documents and instruments; provided that (A) each
     such counsel for the Selling Stockholders is satisfactory to your counsel,
     (B) a copy of each opinion so relied upon is delivered to you and is in
     form and substance satisfactory to your counsel, (C) copies of such Custody
     Agreements and Powers of Attorney and of any such other documents and
     instruments shall be delivered to you and shall be in form and substance
     satisfactory to your counsel and (D) counsel for each of the Selling
     Stockholders shall state in their opinion that they are justified in
     relying on each such other opinion.

          The opinions of Latham & Watkins and counsel for each of the Selling 
     Stockholders described in paragraphs (c) and (d) above (and any opinions of
     counsel for any Selling Stockholder referred to in the immediately
     preceding paragraph) shall be rendered to you at the request of the Company
     or one or more of the Selling Stockholders, as the case may be, and shall
     so state therein.
 
          (f)  You shall have received, on each of the date hereof and the
     Closing Date, a letter dated the date hereof or the Closing Date, as the
     case may be, in form and substance satisfactory to you, from each of Ernst
     & Young LLP, McGladrey & Pullen, LLP and Weintraub & Morrison, P.C.,
     independent public accountants, containing statements and information of
     the type ordinarily included in accountants' "comfort letters" to
     underwriters with respect to the financial statements and certain financial
     information contained in the Registration Statement and the Prospectus.
<PAGE>
 
                                       17


          (g) The "lock-up" agreements, each substantially in the form of
     Exhibit A hereto, between you and certain stockholders, officers and
     directors of the Company listed on Schedule IV hereto relating to sales of
     shares of common stock of the Company or any securities convertible into or
     exercisable or exchangeable for such common stock, delivered to you on or
     before the date hereof, shall be in full force and effect on the Closing
     Date.

          (h) You shall receive such further certificates and documents relating
     to the Company, its subsidiaries and the Selling Stockholders as you may
     reasonably request.

          The several obligations of the U.S. Underwriters to purchase
     Additional Shares hereunder are subject to the delivery to the U.S.
     Representatives on the Option Closing Date of such documents as they may
     reasonably request with respect to the good standing of the Company, the
     due authorization and issuance of the Additional Shares and other matters
     related to the issuance of the Additional Shares.


          7. Covenants of the Company.  In further consideration of the
             ------------------------
agreements of the Underwriters herein contained, the Company covenants as
follows:

          (a) To furnish to you, without charge, three (3) signed copies of the
     Registration Statement (including exhibits thereto) and for delivery to
     each other Underwriter a conformed copy of the Registration Statement
     (without exhibits thereto) and, during the period mentioned in paragraph
     (c) below, as many copies of the Prospectus and any supplements and
     amendments thereto or to the Registration Statement as you may reasonably
     request.

          (b) Before amending or supplementing the Registration Statement or the
     Prospectus, to furnish to you a copy of each such proposed amendment or
     supplement and to file no such proposed amendment or supplement to which
     you reasonably object.

          (c) If, during such period after the first date of the public offering
     of the Shares the Prospectus is required by law to be delivered under the
     Securities Act in connection with sales by an Underwriter or dealer, any
     event shall occur or condition exist as a result of which it is necessary
     to amend or supplement the Prospectus in order to make the statements
     therein, in the light of the circumstances when the
<PAGE>
 
                                       18

     Prospectus is delivered to a purchaser, not misleading, or if it is
     necessary to amend or supplement the Prospectus to comply with law,
     forthwith to prepare, file with the Commission and furnish, at its own
     expense, to the Underwriters and to the dealers (whose names and addresses
     you will furnish to the Company) to which Shares may have been sold by you
     on behalf of the Underwriters and to any other dealers upon request, either
     amendments or supplements to the Prospectus so that the statements in the
     Prospectus as so amended or supplemented will not, in the light of the
     circumstances when the Prospectus is delivered to a purchaser, be
     misleading or so that the Prospectus, as amended or supplemented, will
     comply with law.

          (d) To endeavor to qualify the Shares for offer and sale under the
     securities or Blue Sky laws of such jurisdictions as you shall reasonably
     request and to pay all expenses (including fees and disbursements of
     counsel) in connection with such qualification and in connection with any
     review of the offering of the Shares by the NASD. The Company shall not be
     required to qualify as a foreign corporation or to file a general consent
     to service of process in any such jurisdiction where it is not currently
     qualified or where it would be subject to taxation as a foreign
     corporation.

          (e) To make generally available to the Company's security holders and
     to you as soon as practicable an earnings statement covering the twelve-
     month period ending December 31, 1998 that satisfies the provisions of
     Section 11(a) of the Securities Act and the rules and regulations of the
     Commission thereunder.

          (f) Whether or not the transactions contemplated in this Agreement are
     consummated or this Agreement is terminated, to pay or cause to be paid all
     expenses incident to the performance of its obligations under this
     Agreement, including: (i) the fees, disbursements and expenses of the
     Company's counsel and the Company's accountants in connection with the
     registration and delivery of the Shares under the Securities Act and all
     other fees or expenses in connection with the preparation and filing of the
     Registration Statement, any preliminary prospectus, the Prospectus and
     amendments and supplements to any of the foregoing, including all printing
     costs associated therewith, and the mailing and delivering of copies
     thereof to the Underwriters and dealers, in the quantities hereinabove
     specified, (ii) all costs and expenses related to the transfer and delivery
     of the Shares to the Underwriters, including any transfer or other taxes
     payable thereon, (iii) the cost of printing or producing any Blue Sky
     memorandum in connection with the offer and sale of the Shares under state
     securities laws and all expenses in connection with the qualification of
     the Shares for offer and sale under state securities laws as provided in
     Section 7(d) hereof, including filing fees and the reasonable fees and
     reasonable disbursements of counsel for the Underwriters in connection with
     such qualification and in connection with the Blue Sky or Legal Investment
     memorandum, (iv) all filing fees and disbursements of counsel to the
     Underwriters incurred in connection with the review and qualification of
     the offering of the Shares by the National Association of Securities
     Dealers, Inc., (v) all fees and expenses in connection with the preparation
     and filing of the registration statement on Form 8-A relating to the Common
     Stock and all costs and expenses incident to listing the Shares on the New
     York Stock Exchange, (vi) the cost of printing certificates representing
     the Shares, (vii) the costs and charges of any transfer agent, registrar or
     depositary, (viii) the costs and expenses of the Company relating to
     investor presentations on any "road show" undertaken in connection with the
     marketing of the offering of the Shares, including, without limitation,
     expenses associated with the production of road show slides and graphics,
     fees and expenses of any consultants engaged in connection with the road
     show presentations with the prior approval of the Company, travel and
     lodging expenses of the representatives and officers of the Company and any
     such consultants, including the cost of any aircraft chartered in
     connection with the road show, and (ix) all other costs and expenses
     incident to the performance of the obligations of the Company hereunder for
     which provision is not otherwise made in this Section. It is understood,
     however, that except as provided in this Section, Section 8 entitled
     "Indemnity and Contribution," and the last paragraph of Section 10 below,
     the Underwriters will pay all of their costs and expenses, including fees
     and disbursements of their counsel, stock transfer taxes payable on resale
     of any of the Shares by them and any advertising expenses connected with
     any offers they may make.


          8. Indemnity and Contribution.  (a) The Company agrees to indemnify
             --------------------------
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by any Underwriter or any such controlling person
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such
<PAGE>
 
                                       19

Underwriter through you expressly for use therein; provided, however, that the
                                                   --------  -------          
foregoing indemnity agreement with respect to any preliminary prospectus shall
not inure to the benefit of any Underwriter from whom the person asserting any
such losses, claims, damages or liabilities purchased Securities, or any person
controlling such Underwriter, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Underwriter to such
person, if required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Securities to such person, and if the Prospectus
(as so amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages or liabilities.

          (b) Each Selling Stockholder agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, and each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only with reference to information relating to such
Selling Stockholder furnished in writing by or on behalf of such Selling
Stockholder expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto; provided,
                                                                     -------- 
however, that the foregoing indemnity agreement with respect to any preliminary
- -------                                                                        
prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
Securities, or any person controlling such Underwriter, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter to such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the Securities to such
person, and if the Prospectus (as so amended or supplemented) would have cured
the defect giving rise to such losses, claims, damages or liabilities.
Notwithstanding the foregoing, the liability of any Selling Stockholder pursuant
to this paragraph (b) shall be limited to an amount equal to the total net
proceeds received by such Selling Stockholder from the sale of Shares by such
Selling Stockholder.

          (c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, the Selling Stockholders, the directors of the
Company, the
<PAGE>
 
                                       20

officers of the Company who sign the Registration Statement and each person, if
any, who controls the Company or any Selling Stockholder within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act to the
same extent as the foregoing indemnity from the Company to such Underwriter, but
only with reference to information relating to such Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.

          (d) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the three preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Underwriters and such control persons of Underwriters,
such firm shall be designated in writing by Morgan Stanley & Co. Incorporated.
In the case of any such separate firm for the Company, and such directors,
officers and control persons of the Company, such firm shall be designated in
writing by the Company. In the case of any such separate firm for the Selling
Stockholders, such firm shall be designated in writing by the persons named as
attorneys-in-fact for the Selling Stockholders under the Powers of Attorney. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after
<PAGE>
 
                                       21

receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

          (e) If the indemnification provided for in the first, second or third
paragraph of this Section 8 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Sellers on the one hand and the Underwriters
on the other hand from the offering of the Shares or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Sellers on the one
hand and of the Underwriters on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Sellers on the one hand and the Underwriters on the other hand
in connection with the offering of the Shares shall be deemed to be in the same
respective proportions as the net proceeds from the offering of the Shares
(before deducting expenses) received by each Seller and the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover of the Prospectus, bear to the aggregate public
offering price of the Shares. The relative fault of the Sellers on the one hand
and the Underwriters on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Sellers or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Underwriters' respective obligations to
contribute pursuant to this Section 8 are several in proportion to the
respective number of Shares they have purchased hereunder, and not joint.

          (f) The Sellers and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 8 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
<PAGE>
 
                                       22

paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The remedies provided for in this Article IX are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.  The liability of any
Selling Stockholder pursuant to this paragraph (f) shall be limited to an amount
equal to the total net proceeds received by such Selling Stockholder from the
sale of Shares by such Selling Stockholder.


          (g) The indemnity and contribution provisions contained in this
Article IX and the representations and warranties of the Company and the Selling
Stockholders contained in this Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, any Selling Stockholder or any person controlling any Selling
Stockholder, or the Company, its officers or directors or any person controlling
the Company and (iii) acceptance of and payment for any of the Shares.


          9.  Termination.  This Agreement shall be subject to termination by
              -----------
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange, the National Association
of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses (a)(i) through (iv), such event singly or

<PAGE>
 
                                       23

together with any other such event makes it, in your judgment, impracticable to
market the Shares on the terms and in the manner contemplated in the Prospectus.

          10. Effectiveness; Defaulting Underwriters. This Agreement shall
              --------------------------------------
become effective upon the later of (x) execution and delivery hereof by the
parties hereto and (y) release of notification of the effectiveness of the
Registration Statement by the Commission.

          If, on the Closing Date or the Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase Shares
that it or they have agreed to purchase hereunder on such date, and the
aggregate number of Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate number of the Shares to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the number of
Firm Shares set forth opposite their respective names in Schedule I bears to the
aggregate number of Firm Shares set forth opposite the names of all such
nondefaulting Underwriters, or in such other proportions as you may specify, to
purchase the Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase on such date; provided that in no event shall the
number of Shares that any Underwriter has agreed to purchase pursuant to Section
2 be increased pursuant to this Section 10 by an amount in excess of one-ninth
of such number of Shares without the written consent of such Underwriter. If, on
the Closing Date or the Option Closing Date, as the case may be, any Underwriter
or Underwriters shall fail or refuse to purchase Shares and the aggregate number
of Shares with respect to which such default occurs is more than one-tenth of
the aggregate number of Shares to be purchased on such date, and arrangements
satisfactory to you and the Company for the purchase of such Shares are not made
within 36 hours after such default, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter, the Company or the
Selling Stockholders. In any such case either you or the Company shall have the
right to postpone the Closing Date or the Option Closing Date, as the case may
be, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and in the Prospectus or in any
other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.

          If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of any Seller to comply with
the terms or to fulfill any of the conditions of this Agreement, or if for any
reason any Seller shall be unable to perform its obligations under this
Agreement, the Seller will reimburse the Underwriters
<PAGE>
 
                                       24

or such Underwriters as have so terminated this Agreement with respect to
themselves, severally, for all out-of-pocket expenses (including the fees and
disbursements of their counsel) reasonably incurred by such Underwriters in
connection with this Agreement or the offering contemplated hereunder.


                            
          11. Counterparts. This Agreement may be signed in two or more
              ------------  
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.


                          
          12. Headings. The headings of the sections of this Agreement have been
              --------   
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.


                      
          13. Applicable Law. This Agreement shall be governed by and construed
              --------------
in accordance with the internal laws of the State of New York.
<PAGE>
 

                                    Very truly yours,

                                    RENTAL SERVICE CORPORATION


                                    By
                                       ----------------------------
                                       Name:
                                       Title:

                                    The Selling Stockholders named in
                                     Schedule II hereto, acting severally


                                    By
                                       ----------------------------
                                       [________________]
                                       Attorney-in-fact
Accepted, ___________, 1997

MORGAN STANLEY & CO.
 INCORPORATED
WILLIAM BLAIR & COMPANY, L.L.C.

Acting severally on behalf of themselves
 and the several U.S. Underwriters
 named in Schedule I hereto.

By Morgan Stanley & Co.
 Incorporated


By
  ----------------------------

MORGAN STANLEY & CO. INTERNATIONAL LIMITED
WILLIAM BLAIR & COMPANY, L.L.C.

Acting severally on behalf of themselves
 and the several International Underwriters
 named in Schedule II hereto.

By Morgan Stanley & Co.
   International Limited


By
  ----------------------------
<PAGE>
 
                                   SCHEDULE I

                               U.S. Underwriters
                               -----------------

<TABLE>
<CAPTION>
                                                  Number of
                                               U.S. Firm Shares
Underwriter                                    To Be Purchased
- -----------                                    ----------------
<S>                                            <C>
Morgan Stanley & Co. Incorporated
William Blair & Company, L.L.C.
</TABLE>
<PAGE>
 
                                       2

                                  SCHEDULE II

                           International Underwriters
                           --------------------------

<TABLE>
<CAPTION>
                                                        Number of
                                                   International Shares
Underwriter                                           To Be Purchased
- -----------                                        --------------------
<S>                                                <C>
Morgan Stanley & Co. International
  Limited
William Blair & Company, L.L.C.
</TABLE>
<PAGE>
 
                                  SCHEDULE III

                              Selling Stockholders
                              --------------------

<TABLE>
<CAPTION>
                                                       Number of
                                                    Additional Shares
Selling Stockholder                                    To Be Sold
- -------------------                                 -----------------
<S>                                                 <C>
Thomas Foster                                            69,910
Equipment Lessors Inc.                                   30,730
UST Private Equity Investors Fund Inc.                   14,129
Martin R. Reid                                           44,407
</TABLE>
<PAGE>
 
                                  SCHEDULE IV

                     Persons Delivering Lock-up Agreements
                     -------------------------------------

Brentwood RSC Partners, L.P.
Ronald Halchishak
David G. Ledlow
Douglas A. Waugaman
Robert M. Wilson
David B. Harrington
Bruce A. Lisanti
William M. Barnum, Jr.
James R. Buch
Christopher A. Laurence
Eric L. Mattson
Britton H. Murdoch
John M. Sullivan
David P. Lanoha


<PAGE>
 
                                   EXHIBIT A
                                   ---------


                           Form of Lock-up Agreement
                           -------------------------

                                              _____________, 199_


Morgan Stanley & Co. Incorporated
William Blair & Company, L.L.C.
c/o Morgan Stanley & Co., Incorporated
    1585 Broadway
    New York, NY 10036


Dear Sirs:

          The undersigned understands that Morgan Stanley & Co. Incorporated
("Morgan Stanley"), as U.S. Representative of the several U.S. Underwriters, and
Morgan Stanley & Co. International Limited ("Morgan Stanley International"), as
International Representative of the several International Underwriters, proposes
to enter into an underwriting agreement (the "Underwriting Agreement") with
Rental Service Corporation (the "Company") and certain stockholders of the
Company (the "Selling Stockholders") providing for the public offering (the
"Public Offering") by the several Underwriters, including Morgan Stanley and
Morgan Stanley International (the "Underwriters"), of ___________ shares of
Common Stock, par value $.01 per share, of the Company (the "Firm Shares") to be
issued and sold by the Company and up to an additional __________ shares of
Common Stock, par value $.01 per share, of the Company (the "Additional Shares")
to be sold by the Selling Stockholders.  The Firm Shares and the Additional
Shares are hereinafter referred to as the "Shares."

          To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period commencing
on the date hereof and ending 90 days after the date of the final prospectus
relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock (provided that such shares or securities are either now owned by
the undersigned or are hereafter acquired prior to or in connection with the
Public Offering), or (2) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
of such shares of Common Stock, whether any such transaction described in clause
(1) or (2) above is to be
<PAGE>
 
                                       2

settled by delivery of Common Stock or such other securities, in cash or
otherwise.  The foregoing sentence shall not apply to (a) the sale of any Shares
to the Underwriters pursuant to the Underwriting Agreement or (b) transactions
relating to the grant of stock options and purchase rights to employees of the
Company under the 1995 Plan, the 1996 Plan and the QSP Plan (each, as defined in
the Prospectus), the sale of any shares of Common Stock that are subject to an
existing pledge or other security arrangement in good faith pursuant to the
terms of such pledge or arrangement, or the issuance of shares of Common Stock
in connection with the Center Acquisitions (as defined in the Prospectus) and
other acquisitions. In addition, the undersigned agrees that, without the prior
written consent of Morgan Stanley on behalf of the Underwriters, it will not,
during the period commencing on the date hereof and ending 90 days after the
date of the Prospectus, make any demand for or exercise any right with respect
to the registration of shares of Common Stock or any security convertible into
or exercisable or exchangeable for Common Stock.

          Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions.  Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company, the Selling Stockholders and the Underwriters.


                                    Very truly yours,


                                    ----------------------------------
                                    Name:
                                    Address:


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