sc13ga3_rsc.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*


RSC HOLDINGS INC.
(Name of Issuer)
 
 
Common Stock, no par value
(Title of Class of Securities)
 
 
74972L 102
(CUSIP Number)
 
 
December 31, 2010
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
 
o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)
   
   
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  2 of 15 Pages


 
1
NAME OF REPORTING PERSON
 
OHCP II RSC, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
23,910,939(1)
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
23,910,939(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
23,910,939(1)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
23.1%(2)
 
12
TYPE OF REPORTING PERSON
 
OO
 
__________________________
(1)
See Item 4 below.
(2)
Based on 103,526,553 shares outstanding.
 
 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  3 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
Oak Hill Capital Partners II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
23,910,939(1)
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
23,910,939(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
23,910,939(1)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
23.1%(2)
 
12
TYPE OF REPORTING PERSON
 
PN
 
______________________________________
(1)
See Item 4 below.
(2)
Based on 103,526,553 shares outstanding.
 
 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  4 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
OHCP GenPar II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
34,755,329(1)
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
34,755,329(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,755,329(1)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
33.6%(2)
 
12
TYPE OF REPORTING PERSON
 
PN
 
______________________________________
(1)
See Item 4 below.
(2)
Based on 103,526,553 shares outstanding.
 
 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  5 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
OHCP MGP II, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
34,755,329(1)
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
34,755,329(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,755,329(1)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
33.6%(2)
 
12
TYPE OF REPORTING PERSON
 
OO
 
__________________________
(1)
See Item 4 below.
(2)
Based on 103,526,553 shares outstanding.
 
 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  6 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
OHCMP II RSC, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,155,540(1)
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,155,540(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,155,540(1)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.1%(2)
 
12
TYPE OF REPORTING PERSON
 
OO
 
______________________________________
(1)
See Item 4 below.
(2)
Based on 103,526,553 shares outstanding.
 
 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  7 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
Oak Hill Capital Management Partners II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
2,155,540(1)
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
2,155,540(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,155,540(1)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.1%(2)
 
12
TYPE OF REPORTING PERSON
 
PN
 
______________________________________
(1)
See Item 4 below.
(2)
Based on 103,526,553 shares outstanding.
 
 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  8 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
OHCP II RSC COI, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
8,688,850(1)
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
8,688,850(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,688,850(1)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.4%(2)
 
12
TYPE OF REPORTING PERSON
 
OO
 
______________________________________
(1)
See Item 4 below.
(2)
Based on 103,526,553 shares outstanding.
 
 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  9 of 15 Pages
 
 

ITEM 1.
(a)
Name of Issuer: RSC Holdings Inc. (the “Issuer”)
   
(b)
Address of Issuer’s Principal Executive Offices:
6929 E. Greenway Parkway
Scottsdale, AZ 85254
   
ITEM 2.
(a)
Name of Person Filing:

 
Name of Person Filing
Address
Citizenship
       
 
OHCP II RSC, LLC
201 Main Street, Suite 1620
Delaware
   
Fort Worth, TX 76102
 
       
 
Oak Hill Capital Partners II, L.P.
201 Main Street, Suite 1620
Delaware
   
Fort Worth, TX 76102
 
       
 
OHCP GenPar II, L.P.
201 Main Street, Suite 1620
Delaware
   
Fort Worth, TX 76102
 
       
 
OHCP MGP II, LLC
201 Main Street, Suite 1620
Delaware
   
Fort Worth, TX 76102
 
       
 
OHCMP II RSC, LLC
201 Main Street, Suite 1620
Delaware
   
Fort Worth, TX 76102
 
       
 
Oak Hill Capital Management
201 Main Street, Suite 1620
Delaware
 
Partners II, L.P.
Fort Worth, TX 76102
 
       
 
OHCP II RSC COI, LLC
201 Main Street, Suite 1620
Delaware
   
Fort Worth, TX 76102
 

OHCP II RSC, LLC, Oak Hill Capital Partners II, L.P., OHCP GenPar II, L.P., OHCP MGP II, LLC, OHCMP II RSC, LLC, Oak Hill Capital Management Partners II, L.P. and OHCP II RSC COI, LLC have entered into a Joint Filing Agreement, dated February 14, 2011, a copy of which is filed as Exhibit 1 to this Amendment No. 3 to the Schedule 13G, pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 
(b)
Address or Principal Business Office or, if None, Residence: See Item 2(a) above.
     
 
(c)
Citizenship: See Item 2(a) above.
     
 
(d)
Title of Class of Securities: Common Stock, no par value per share, of the Issuer (“Common Stock”).
     
  (e)
CUSIP Number: 74972L 102
 
 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  10 of 15 Pages
 

ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
     
 
(a)
[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
 
(b)
[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
(d)
[__]  Investment company registered under Section 8 of the Investment Company  
         Act of 1940 (15 U.S.C. 80a-8)
 
(e)
[__]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
 
(f)
[__]  An employee benefit plan or endowment fund in accordance with ss.240.
         13d-1(b)(1)(ii)(F);
 
(g)
[__]  A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
 
 
(h)
[__]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance
         Act (12 U.S.C. 1813)
 
(i)
[__]  A church plan that is excluded from the definition of an investment company under
         Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
(j)
[__]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
   
 
N/A
   
ITEM 4.
OWNERSHIP
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
 
(a)
Amount beneficially owned: See below.
 
(b)
Percent of class: See below.
 
(c)
Number of shares as to which the person has:
     
 
(i)
Sole power to vote or to direct the vote: See below.
 
(ii)
Shared power to vote or to direct the vote: See below.
 
(iii)
Sole power to dispose or to direct the disposition of: See below.
 
(iv)
Shared power to dispose or to direct the disposition of: See below.
 
As of the date of this report, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of the Issuer listed opposite its name:

 
Reporting Person
Amount Beneficially Owned
Percent of Class(a)
       
 
OHCP II RSC, LLC
23,910,939
23.1%
       
 
Oak Hill Capital Partners II, L.P.
0(b)
0%
       
 
OHCP GenPar II, L.P.
0(b)(c)(d)
0%
       
 
OHCP MGP II, LLC
0(b)(c)(d)
0%
       
 
OHCMP II RSC, LLC
2,155,540
2.1%
       
 
Oak Hill Capital Management
0(c)
0%
 
Partners II, L.P.
   
       
 
OHCP II RSC COI, LLC
8,688,850
8.4%
 
   
(a)
Based on 103,526,553 shares outstanding.
   
(b)
23,910,939 shares held by OHCP II RSC, LLC, whose sole member is Oak Hill Capital Partners II, L.P., whose general partner is OHCP GenPar II, L.P., whose general partner is OHCP MGP II, LLC. Oak Hill Capital Partners II, L.P., OHCP GenPar II, L.P. and OHCP MGP II, LLC expressly disclaim beneficial ownership of the shares held by OHCP II RSC, LLC, as well as the shares held by OHCMP II RSC, LLC and OHCP II RSC COI, LLC. J. Taylor Crandall, John Fant, Steve Gruber, Greg Kent, Kevin G. Levy, Denis J. Nayden, Ray Pinson and Mark A. Wolfson, as managers of OHCP MGP II, LLC, may be deemed to share beneficial ownership of the shares shown as beneficially owned by OHCP II RSC, LLC. Such persons expressly disclaim beneficial ownership of the shares held by OHCP II RSC, LLC, as well as the shares held by OHCMP II RSC, LLC and OHCP II RSC COI, LLC.
   

 
 
 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  11 of 15 Pages
 

(c)
2,155,540 shares held by OHCMP II RSC, LLC, whose managing member is Oak Hill Capital Management Partners II, L.P., whose general partner is OHCP GenPar II, L.P., whose general partner is OHCP MGP II, LLC. Oak Hill Capital Management Partners II, L.P., OHCP GenPar II, L.P. and OHCP MGP II, LLC expressly disclaim beneficial ownership of the shares held by OHCMP II RSC, LLC, as well as the shares held by OHCP II RSC, LLC and OHCP II RSC COI, LLC. J. Taylor Crandall, John Fant, Steve Gruber, Greg Kent, Kevin G. Levy, Denis J. Nayden, Ray Pinson and Mark A. Wolfson, as managers of OHCP MGP II, LLC, may be deemed to share beneficial ownership of the shares shown as beneficially owned by OHCMP II RSC, LLC. Such persons expressly disclaim beneficial ownership of the shares held by OHCMP II RSC, LLC, as well as the shares held by OHCP II RSC, LLC and OHCP II RSC COI, LLC.
   
(d)
8,688,850 shares held by OHCP II RSC COI, LLC, whose managing member is OHCP GenPar II, L.P., whose general partner is OHCP MGP II, LLC. OHCP GenPar II, L.P. and OHCP MGP II, LLC expressly disclaim beneficial ownership of the shares held by OHCP II RSC COI, LLC, as well as the shares held by OHCP II RSC, LLC and OHCMP II RSC, LLC. J. Taylor Crandall, John Fant, Steve Gruber, Greg Kent, Kevin G. Levy, Denis J. Nayden, Ray Pinson and Mark A. Wolfson, as managers of OHCP MGP II, LLC, may be deemed to share beneficial ownership of the shares shown as beneficially owned by OHCP II RSC COI, LLC. Such persons expressly disclaim beneficial ownership of the shares held by OHCP II RSC COI, LLC, as well as the shares held by OHCP II RSC, LLC and OHCMP II RSC, LLC.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
N/A
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
See Item 4 above.
   
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
N/A
   
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
   
Each of OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC (collectively, the “Oak Hill Funds”) is a party to an Amended and Restated Stockholders Agreement, dated as of May 29, 2007 (as amended, the “Stockholders Agreement”), among RSC Acquisition LLC, RSC Acquisition II LLC (collectively, the “Ripplewood Funds”), Atlas Copco Finance S.à.r.l. (“ACF”), the Issuer and certain members of the Issuer’s management. Subject to certain conditions, the Stockholders Agreement requires the parties to vote their shares of Common Stock for directors that are designated in accordance with the provisions of the Stockholders Agreement and places certain restrictions on transfers by the parties thereto. On August 24, 2009, the parties to the Stockholders Agreement entered into an amendment to the Stockholders Agreement to, among other things, remove certain transfer restrictions and make various changes to the board composition provisions of the Stockholders Agreement, as more fully described in the Issuer’s Current Report on Form 8-K, dated August 24, 2009.
 
According to the amendment to the Schedule 13G filed by the Ripplewood Funds on January 27, 2011, the Ripplewood Funds are no longer a party to the Stockholders Agreement because they own less than 4,000,000 shares of Common Stock. Based on the amendment to the Schedule 13G filed by ACF on February 7, 2011, ACF owns 7,607,759 shares of Common Stock. Accordingly, the aggregate number of shares of Common Stock beneficially owned by the Oak Hill Funds and ACF is approximately 42,363,088, which represents approximately 40.9% of the outstanding shares of Common Stock.
 
The stock ownership reported for each of the Oak Hill Funds and the other reporting persons does not include any shares owned by other parties to the Stockholders Agreement. Each of the Oak Hill Funds and the other reporting persons disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement.
 
 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  12 of 15 Pages
 
 
   
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
   
 
N/A

ITEM 10.
CERTIFICATIONS.
   
 
N/A



 
 

 

CUSIP No. 74972L 102
SCHEDULE 13G
Page  13 of 15 Pages
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


   
OHCP II RSC, LLC
       
   
By:
Oak Hill Capital Partners II, L.P.
     
its Sole Member
       
   
By:
OHCP GenPar II, L.P.
     
its General Partner
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President


   
OAK HILL CAPITAL PARTNERS II, L.P.
       
   
By:
OHCP GenPar II, L.P.
     
its General Partner
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:   Vice President



 
 

 


CUSIP No. 74972L 102
SCHEDULE 13G
Page  14 of 15 Pages
 

   
OHCP GENPAR II, L.P.
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President


   
OHCP MGP II, LLC
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President


   
OHCMP II RSC, LLC
       
   
By:
Oak Hill Capital Management Partners II, L.P.
     
its Managing Member
       
   
By:
OHCP GenPar II, L.P.
     
its General Partner
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President

 
   
OAK HILL CAPITAL MANAGEMENT
   
PARTNERS II, L.P.
       
   
By:
OHCP GenPar II, L.P.
     
its General Partner
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President
 
 
 

 
CUSIP No. 74972L 102
SCHEDULE 13G
Page  15 of 15 Pages

 
   
OHCP II RSC COI, LLC
       
   
By:
OHCP GenPar II, L.P.
     
its Managing Member
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President



 
 

 
 
Exhibit 1

JOINT FILING AGREEMENT
 
The undersigned hereby agree as follows:

 
(i)
Each of them is individually eligible to use the Schedule 13G, as amended, to which this Exhibit is attached, and such Schedule 13G, as amended, is filed on behalf of each of them; and
     
 
(ii)
Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.


   
OHCP II RSC, LLC
       
   
By:
Oak Hill Capital Partners II, L.P.
     
its Sole Member
       
   
By:
OHCP GenPar II, L.P.
     
its General Partner
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President


   
OAK HILL CAPITAL PARTNERS II, L.P.
       
   
By:
OHCP GenPar II, L.P.
     
its General Partner
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President

 
 
 

 

 
   
OHCP GENPAR II, L.P.
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President


   
OHCP MGP II, LLC
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President


   
OHCMP II RSC, LLC
       
   
By:
Oak Hill Capital Management Partners II, L.P.
     
its Managing Member
       
   
By:
OHCP GenPar II, L.P.
     
its General Partner
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President


   
OAK HILL CAPITAL MANAGEMENT
   
PARTNERS II, L.P.
       
   
By:
OHCP GenPar II, L.P.
     
its General Partner
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President

 
 
 

 

   
OHCP II RSC COI, LLC
       
   
By:
OHCP GenPar II, L.P.
     
its Managing Member
       
   
By:
OHCP MGP II, LLC
     
its General Partner
Date: February 14, 2011
 
By:
 
 
/s/ John R. Monsky
 
     
Name:  John R. Monsky
Title:    Vice President