"Affiliate" has the meaning set forth in the LLC Agreement.

"Approval Rights" means the right of KRH to approve certain actions enumerated in Section 4.3 (b) of the LLC Agreement.

"Beneficial Owner" or "beneficial owner" (including, with correlative meanings, the terms "beneficial ownership" and "beneficially owns") has the meaning attributed to it in Rules 13 d-3 and 13 d-5 under the Exchange Act, whether or not applicable, except that in addition, the provisions of Section 2.3 of this Agreement will apply in calculating the beneficial ownership of Membership Units by KRH or a Permitted Transferee.

"Certificate of Incorporation" means that certain Amended and Restated Certificate of Incorporation of RHI Inc., dated as of [ ], 2007, as it may be amended, supplemented or otherwise modified from time to time.

"Change of Control" has the meaning set forth in the LLC Agreement.

"Director" means a member of the Board.

"Exchange" means the right to exchange Membership Units for Shares and/or cash pursuant to Article 9 of the LLC Agreement.

"Group" has the meaning set forth in Section 13 (d)(3) and Rule 13 d-5 of the Securities Exchange Act of 1934, as amended.

"Independent Director" means any Director, so long as the Shares are traded on Nasdaq Global Market, satisfies the definition of an "independent director" set forth in the applicable rules in the Marketplace Rules of the Nasdaq Stock Market, Inc., as such rules may be amended from time to time, or, if the principal exchange upon which the Shares are then traded is not Nasdaq Global Market, such term shall mean any Director of RHI Inc. that satisfies the definition of independent director according to the rules of such other exchange.

"Member" means each Person that becomes a member, as contemplated in the LLC Agreement, of Holdings II in accordance with the provisions of the LLC Agreement and has not ceased to be a Member as provided in Section 3.1 (d) of the LLC Agreement, and each of such Member's Transferees, if applicable.

"Nominating Committee" means the nominating committee of the Board or any committee of the Board authorized to perform the function of nominating directors for the Board.

"Permitted Transferee" means (i) in the case of any Member (other than RHI Inc.) and any Permitted Transferee of any Member (other than RHI Inc.), an Affiliate of such Member or Permitted Transferee, or (ii) in the case of KRH and any Permitted Transferee of KRH, a non-Affiliate of KRH or Permitted Transferee if more than50% of the non-Affiliate's general voting power is owned directly or indirectly through one or more entities that are the same entities that own 50% or more of the general voting power of the Ultimate Parent of KRH or if the Ultimate Parent of KRH, directly or indirectly through Subsidiaries, manages the affairs or investments of such non-Affiliate. RHI Inc. shall not have any Permitted Transferees.

"Person" means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity or organization of any nature whatsoever or any Group of two or more of the foregoing.

"Retiring Director" means any Director whose term expires at the next annual meeting of stockholders of RHI Inc. pursuant to the terms of the Certificate of Incorporation.

"Securities Laws" means the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

"Subsidiary" has the meaning set forth in the LLC Agreement.

"Transfer" or "Transferred" means, directly or indirectly, to sell, transfer, give, exchange, bequest, assign, pledge, encumber, hypothecate or otherwise dispose of, either voluntarily or involuntarily, any of the rights granted under Section 2 (including through a Change of Control of a Person holding units directly or indirectly), provided, however, a Change of Control of an ESA Party or its stockholders shall not be a Transfer.

"Ultimate Parent" means Kelso Interco VII, LLC, KEP VI AIV, LLC, any investment fund managed by Kelso& Company L. P. or any Affiliate of Kelso& Company L. P. or any of their respective subsidiaries or any successors thereto.

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