Table of Contents
Company is liquidated or dissolved or adopts a plan of liquidation.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity most nearly
equal to the period from the redemption date to January 15, 2023 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of a maturity most nearly equal to January 15, 2023.
"Comparable Treasury Price" means, with respect to any redemption date, if clause (ii) of the definition of "Adjusted Treasury
Rate" is applicable, the average of three, or such lesser number as is given to the Company, Reference Treasury Dealer Quotations for such redemption date.
"Consolidated Cash Flow Available for Fixed Charges" means, with respect to any Person for any period:
sum of, without duplication, the amounts for such period, taken as a single accounting period, of:
Income Tax Expense;
fees, expenses or charges related to the Transactions, the RSC Merger Transactions, the National Pump Transactions, the NES Transactions or to any Equity
Offering, Investment, merger, acquisition, disposition, consolidation, recapitalization or the incurrence or repayment of Indebtedness (including any refinancing or amendment of any of the foregoing)
(whether or not consummated or incurred);
amount of any restructuring charges or reserves (which shall include retention, severance, systems establishment cost, excess pension charges, contract
termination costs, including future lease commitments, costs related to start up, closure, relocation or consolidation of facilities, costs to relocate employees, consulting fees, one time information
technology costs, one time branding costs and losses on the sale of excess fleet from closures); provided, however, that the aggregate amount of such
charges or reserves added to Consolidated Cash Flow Available for Fixed Charges for any period pursuant to
this clause (f) (when taken together with any amounts added pursuant to clause (g) below) will not exceed the greater of 20.0% of Consolidated Cash Flow Available for Fixed Charges of
such Person for such period; and
amount of net cost savings and synergies projected by the Company in good faith to be realized (which shall be calculated on a pro forma basis as though such
cost savings or synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings
or synergies are reasonably identifiable and supportable, (B) such actions have been taken or are to
be taken within 24 months after the date of determination to take such action and (C) the aggregate amount of any cost savings and synergies added pursuant to this clause (g)
(when taken together with any amounts added pursuant to clause (f) above) shall not exceed 20.0% of Consolidated Cash Flow Available for Fixed Charges for such period, less
non-cash items increasing Consolidated Net Income and (y) all cash payments during such period relating to non-cash charges that were added back in
determining Consolidated Cash Flow Available for Fixed Charges in the most recent Four Quarter Period (as defined below).