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EXHIBIT 10.45(b)
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is
made and entered into as of this 20th day of December, 1996 by and among
RURAL/METRO CORPORATION, a corporation organized under the laws of Delaware
("Rural/Metro"), as Guarantor, the Subsidiaries of Rural/Metro listed on the
signature pages hereto (the "Borrowers"), the Lenders party to the Credit
Agreement referenced below (the "Lenders"), and FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, a national banking association, as Agent for the Lenders (the
"Agent").
Statement of Purpose
The Lenders agreed to extend certain credit facilities to the Borrowers
pursuant to the Credit Agreement dated as of September 29, 1995 by and among
Rural/Metro, as Guarantor, the Borrowers, the Lenders and the Agent (as amended,
amended and restated, modified or otherwise supplemented from time to time, the
"Credit Agreement").
The parties now desire to amend the Credit Agreement in certain
respects pursuant to the terms and conditions set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Effect of Amendment. Except as expressly amended hereby, the Credit
Agreement and Loan Documents shall be and remain in full force and effect. The
amendments and waivers granted in this First Amendment are specific and limited
and shall not constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement, or any other document or instrument entered
into in connection therewith, or a future modification, acceptance or waiver of
the provisions set forth therein.
2. Capitalized Terms. All capitalized undefined terms used in this
First Amendment shall have the meanings assigned thereto in the Credit
Agreement.
3. Modification of Credit Agreement. The Credit Agreement shall be
hereby modified as follows:
(a) Section 1.1 shall hereby be modified be deleting the defined term
"Net Income" in its entirety and inserting the following defined terms in the
correct alphabetical order:
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"'First Amendment' means the First Amendment to Credit
Agreement dated as of December 20, 1996 by and among the Credit
Parties, the Lenders and the Agent.
'Net Income' means, with respect to Rural/Metro and its Subsidiaries
for any period, the Consolidated net income (or loss) of Rural/Metro
and its Subsidiaries for such period determined in accordance with
GAAP; provided, that there shall be excluded from Consolidated net
income (or loss): (a) the income (or loss) of any Person in which any
Credit Party made an investment pursuant to Section 10.4(j) (other than
RMC Insurance, Ltd.), (b) other than Persons referred to in clause (a),
the income (or loss) of any Person (other than a Subsidiary of any
Credit Party) in which a Credit Party has an ownership interest unless
received by such Credit Party in a cash distribution, (c) the income
(or loss) of any Person accrued prior to the date it became a
Subsidiary of any Credit Party or is merged into or consolidated with
any Credit Party, and (d) to the extent not included in clauses (b) and
(c) above, any after-tax extraordinary gains and non-cash losses."
(b) Section 4.1 (c) shall hereby be modified to delete the chart set
forth therein in its entirety and to substitute the following chart in lieu
thereof:
"Senior Debt Applicable Margin Per Annum
Leverage Ratio Base Rate + LIBOR Rate +
-------------- ----------- ------------
Less than 0.75 to 1.00 0.00% 0.625%
Greater than or equal to
0.75 to 1.00
and less than 1.75 to 1.00 0.00% 0.875%
Greater than or equal to
1.75 to 1.00
and less than 2.25 to 1.00 0.00% 1.125%
Greater than or equal to
2.25 to 1.00
and less than 2.75 to 1.00 0.00% 1.375%
Greater than or equal to
2.75 to 1.00 0.125% 1.625%"
(c) Section 4.3(b) shall hereby be deleted in its entirety and the
following Section 4.3(b) shall be substituted in lieu thereof:
"(b) Commitment Fee. The Borrowers shall pay to the Agent, for
the account of the Lenders, a non-refundable
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commitment fee on the average daily unused portion of the Aggregate
Commitment at a rate per annum equal to 0.25%. The commitment fee shall
be payable in arrears on the last Business Day of each calendar quarter
commencing December 31, 1996, and on the Termination Date. Such
commitment fee shall be distributed by the Agent to the Lenders pro
rata in accordance with the Lenders' respective Commitment
Percentages."
(d) Section 7.1(c) shall hereby be deleted in its entirety and the
following Section 7.1(c) shall be substituted in lieu thereof:
"(c) Annual Financial Projections. As soon as practicable and
in any event within ninety (90) days after the beginning of each Fiscal
Year, a business plan of Rural/Metro and its Subsidiaries for the
ensuing Fiscal Year, such plan to include, the following: a quarterly
operating and capital budget, a projected quarterly income statement,
statement of cash flows and balance sheet and a report containing
management's discussion and analysis of such projections, accompanied
by a certificate from the chief executive officer or chief financial
officer of Rural/Metro on behalf of the Credit Parties to the effect
that such projections are based on reasonable estimates and
assumptions, all of which are reasonable in light of current
conditions, have been prepared on the basis of the assumptions stated
therein, and reflect, as of the time so furnished, the reasonable
estimate of Rural/Metro and its Subsidiaries of the projected results
of operations and other information projected therein."
(e) Section 7.2 shall hereby be amended by deleting clauses (c) and (d)
therefrom in their entirety and substituting the following in lieu thereof:
"(c) setting forth as at the end of such fiscal quarter the
calculations required to establish (i) whether or not Rural/Metro and
its Subsidiaries were in compliance with the financial covenants set
forth in Article IX hereof (ii) whether or not Rural/Metro and its
Subsidiaries were in compliance with the investment and acquisition
covenant set forth in Section 10.4 hereof (calculated pursuant to the
calculation worksheet attached as Schedule 1 to Exhibit D) and (iii)
the calculation of the Applicable Margin pursuant to Section 4.1(c) as
at the end of such period; and
(d) attaching a Consolidated aging of the accounts receivable
of Rural/Metro and its Subsidiaries as of the end of such fiscal
quarter, including a detailed report by payor for Medicare, private pay
and Medicaid (for system integrated accounts receivable only; provided,
that payor detail shall
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cover not less than 70% of total accounts receivable) and a written
discussion of any increase in Average Accounts Receivable Days since
the report delivered as of the end of the prior fiscal quarter, all
certified by the chief financial officer of Rural/Metro on behalf of
the Credit Parties in the form of Exhibit D hereto."
(f) Section 8.11 shall hereby be deleted in its entirety and the
following Section 8.11 shall be substituted in lieu thereof:
"SECTION 8.11. Additional Borrowers. Upon the creation of any
Subsidiary permitted by this Agreement (other than a Subsidiary
permitted pursuant to Section 10.4(j); provided, that RMC Insurance,
Ltd. shall not be excluded from the requirements of this Section 8.11),
cause to be executed and delivered to the Agent within ten (10)
Business Days after the creation of such Subsidiary, (a) the joinder
agreement attached as Exhibit K hereto executed by such new Subsidiary,
(b) the supplement substantially in the form attached as Annex II to
the Security Agreement executed by such new Subsidiary, (c) the
supplement substantially in the form attached as Exhibit A to the
Pledge Agreement executed by the applicable Credit Party, (d) the
closing documents and certificates required of each of the Credit
Parties pursuant to Section 5.2(b) and (c) hereof with respect to such
new Subsidiary; provided, that upon the written request of the
Borrowers, the Majority Lenders, in their sole discretion, may waive
the requirement that an opinion of counsel be delivered with respect to
such new Subsidiary and (e) such other documents reasonably requested
by the Agent in order that such Subsidiary shall become bound by all of
the terms, covenants and agreements contained in the Loan Documents and
the capital stock and applicable assets of such Subsidiary shall become
Collateral for the Obligations. Upon satisfaction of the conditions set
forth in this Section 8.11, each Subsidiary shall become a Borrower
hereunder and the other Loan Documents, as of such date, as if an
original signatory hereto and to the other Loan Documents."
(g) Section 9.7 shall hereby be deleted in its entirety and the
following Section 9.7 shall be substituted in lieu thereof:
"SECTION 9.7. Limitation on Capital Expenditures. Make or
incur Capital Expenditures during the following periods in an aggregate
amount in excess of the following amounts: (a) for the Fiscal Year
ending June 30, 1997, $22,000,000, (b) for any fiscal quarter ending
after June 30, 1997 and on or prior to June 30, 1998 (the "Applicable
Quarter"), an amount equal to 1.50% of the Consolidated Net Revenues of
Rural/Metro and its Subsidiaries for the period of four (4) consecutive
fiscal quarters ending with the preceding fiscal quarter; provided,
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that in the event that the Total Debt Leverage Ratio calculated
pursuant to Section 9.1 shall have been less than 2.25 to 1.00 at the
end of the preceding fiscal quarter, Capital Expenditures for the
Applicable Quarter shall not exceed an amount equal to 2.25% of the
Consolidated Net Revenues of Rural/Metro and its Subsidiaries for the
period of four (4) consecutive fiscal quarters ending with the
preceding fiscal quarter and (c) for any fiscal quarter thereafter, an
amount equal to 1.00% of the Consolidated Net Revenues of Rural/Metro
and its Subsidiaries for the period of four (4) consecutive fiscal
quarters ending with the preceding fiscal quarter. Notwithstanding and
in addition to the foregoing, after the date of the First Amendment,
Rural/Metro and its Subsidiaries shall be permitted to incur Capital
Expenditures in connection with upgrading the building located at 4141
North Granite Reef, Scottsdale, Arizona in an aggregate amount not to
exceed $5,000,000."
(h) Section 9.8 shall hereby be deleted in its entirety and the
following Section 9.8 shall be substituted in lieu thereof:
"SECTION 9.8. Limitation on Operating Leases. Incur Net
Rental and Operating Lease Expense for any period of four (4)
consecutive fiscal quarters in an amount greater than 3.00% of
Consolidated Net Revenues for such four (4) fiscal quarter
period."
(i) Sections 10.1(e) and 10.1(i) shall hereby be deleted in their
entirety and the following Sections 10.1(e) and 10.1(i) shall be substituted in
lieu thereof:
"(e) Parent Seller Financing, Subordinated Seller Financing and
Earn-Out Obligations in an aggregate principal amount at any time
outstanding not to exceed $20,000,000 (less any and all current
outstanding principal amounts of all items identified on Schedule 10.1
as "seller financing");"
"(i) Capital Leases and purchase money Debt described in
Section 10.3(c) and Debt (with terms and conditions reasonably
satisfactory to the Majority Lenders) of any Person assumed by a Credit
Party in connection with a Permitted Acquisition, in an aggregate
principal amount at any time outstanding not to exceed $15,000,000
(less any and all current outstanding principal amounts of all items
identified on Schedule 10.1 as Capital Leases and purchase money Debt);
and"
(j) Section 10.3 shall be modified by deleting the word "and" after
clause (j) thereof; deleting the period at the end of clause (k) thereof; and
adding the following at the end thereof:
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"; and (l) Liens in favor of Governmental Authorities in the
form of contingent lease agreements executed or assumed by a Credit
Party after the date of the First Amendment (the "Contingent Liens"),
in form and substance satisfactory to the Agent in its reasonable
discretion, which agreements permit such Governmental Authorities to
lease or purchase existing inventory and equipment used in connection
with emergency service contracts between Credit Parties and such
Governmental Authorities upon the early termination of such contracts
for a period not to exceed twelve (12) months after such termination;
provided, that the aggregate fair saleable value of all assets subject
to such Contingent Liens created by agreements executed or assumed by a
Credit Party after the date of the First Amendment shall not exceed
$4,000,000 at any time."
(k) Section 10.4 shall be modified by deleting clauses (f) and (g)
therefrom in their entirety and substituting the following clauses (f) and (g)
in lieu thereof:
"(f) investments by any Credit Party in the form of
acquisitions of all or substantially all of the business or a line of
business (whether by the acquisition of capital stock, assets, any
combination thereof or any "pooling of interests") of any other Person
if each such acquisition meets all of the following requirements: (i)
the Person to be acquired shall engage in an ambulance service business
(which business may include a fire protection component), (ii) a Credit
Party shall be the surviving Person and no Default or Event of Default
shall have occurred and be continuing both before and after giving
effect to the acquisition, (iii) the Credit Parties shall have
certified to the Agent that they are in pro forma compliance with each
covenant contained in Article IX and Article X hereof prior to
consummating the acquisition and, if any Lender requests in its sole
discretion, the Credit Parties shall have provided evidence to the
Agent of such pro forma compliance, (iv) the Fair Market Value of all
Consideration (as defined below) paid in connection with such
acquisition (or series of related acquisitions in the same Fiscal Year)
shall not exceed $10,000,000; provided, that in the event that the
Total Debt Leverage Ratio as of the most recent fiscal quarter end
prior to the acquisition date, calculated on a pro forma basis to
include any and all Debt incurred by the Credit Parties in connection
with such acquisition and any and all Debt of such acquired Person
assumed by the Credit Parties, shall be less than 2.25 to 1.00, the
Fair Market Value of all Consideration paid in connection with such
acquisition (or series of related acquisitions in the same Fiscal Year)
shall not exceed $12,500,000, and (v) the Fair Market Value of all
Consideration paid in connection with all such acquisitions
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shall not exceed in the aggregate (A) for the Fiscal Year ending June
30, 1997, $50,000,000 (excluding the Fair Market Value of all
Consideration paid in connection with the acquisition of Commonwealth
Ambulance Service, Inc. and its subsidiaries), (B) for the Fiscal Year
ending June 30, 1998, 17.5% of Consolidated Net Revenues of Rural/Metro
and its Subsidiaries for the previous Fiscal Year and (C) thereafter,
$15,000,000 per annum;
(g) acquisitions otherwise approved in writing by the Majority
Lenders;"
(l) Section 10.4 shall be modified by deleting the word "and" after
clause (h) thereof; deleting the period at the end of clause (i) thereof; and
adding the following at the end thereof:
and; (j) investments (including working capital investments)
by any Credit Party in Persons organized or operating outside of the
United States and in Persons that are not Wholly-Owned Subsidiaries of
such Credit Party if each such investment meets all of the following
requirements: (i) no Default or Event of Default shall have occurred
and be continuing both before and after giving effect to such
investment, (ii) the Fair Market Value of all Consideration paid in
connection with such investments shall not exceed the amounts set forth
on Exhibit M attached hereto and (iii) such Credit Party shall execute
such documents necessary to pledge 100% of its ownership interest in
such Person within ten (10) Business Days after such investment is
made. Notwithstanding anything contained herein to the contrary, it is
understood by the parties hereto that this clause (j), together with
clauses (a) and (i) above, are the only clauses which permit
investments by any Credit Party in Persons organized or operating
outside of the United States and in Persons that are not Wholly-Owned
Subsidiaries of such Credit Party; provided, that Rural/Metro or one of
its Subsidiaries shall be permitted to form RMC Insurance, Ltd., a
corporation formed under the laws of Barbados, which will be
capitalized with a letter of credit with a face amount of $125,000,
cash in the amount of $25,000 and the building located at 4141 North
Granite Reef, Scottsdale, Arizona.
For the purposes of calculating compliance with clauses (f)
and (j) of this Section 10.4, the "Fair Market Value of all
Consideration" paid in connection with any acquisition or investment
shall include (1) any cash consideration paid in connection with such
acquisition or investment, (2) the face amount of any Seller Financing
issued in connection with such acquisition or investment (excluding
Earn-Out Obligations on terms and conditions satisfactory to the Agent
to be paid to a seller in connection with additional business or
contracts
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not in existence at the time of such acquisition or investment), (3)
the face amount of any Debt assumed in connection with such acquisition
or investment, (4) the amount of any commissions paid in connection
with such acquisition or investment, (5) 100% of the fair market value
(calculated in the same manner as in the applicable acquisition or
investment contract, such calculation to be reasonably satisfactory to
the Agent) of any unrestricted stock issued or transferred in a pooling
of interest or otherwise and (6) 65% of the fair market value
(calculated in the same manner as in the applicable acquisition or
investment contract, such calculation to be reasonably satisfactory to
the Agent) of any restricted stock (stock which cannot by agreement be
sold or transferred for a period of at least 2 years or is otherwise
deemed to be restricted by the Agent, in its reasonable discretion)
issued or transferred in a pooling of interest or otherwise and minus
(7) any cash balances assumed in such acquisition or investment.
(m) Section 10.6 shall be modified by deleting the word "and" after
clause (e) thereof; deleting the period at the end of clause (f) thereof; and
adding the following at the end thereof:
";(g) any conveyance, sale, lease, assignment, transfer or
other disposition of assets to Governmental Authorities in connection
with contingent lease agreements executed or assumed by a Credit Party
after the date of the First Amendment, in form and substance
satisfactory to the Agent in its reasonable discretion, which
agreements permit such Governmental Authorities to lease or purchase
existing inventory and equipment used in connection with emergency
service contracts between Credit Parties and such Governmental
Authorities upon the early termination of such contracts for a period
not to exceed twelve (12) months after such termination; provided, that
the aggregate fair saleable value of all assets so conveyed, sold,
leased, assigned or transferred by a Credit Party after the date of the
First Amendment shall not exceed $4,000,000; and
(h) Capital Leases and operating leases for fair market value
to any Person in which a Credit Party made an investment pursuant to
Section 10.4(j) above; provided, that the aggregate fair saleable value
of all assets so leased shall not exceed $3,000,000.
(n) Section 10.7 shall hereby be deleted in its entirety and the
following Section 10.7 shall be substituted in lieu thereof:
"SECTION 10.7. Limitations on Dividends and Distributions.
Declare or pay any dividends upon any of its capital stock or purchase,
redeem, retire or otherwise
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acquire, directly or indirectly, any shares of its capital stock, or
make any distribution of cash, property or assets among the holders of
shares of its capital stock; provided that (a) any Credit Party may pay
dividends solely in shares of its own capital stock, (b) any Subsidiary
may pay cash dividends to a Credit Party, (c) Rural/Metro may make a
dividend distribution to its shareholders of "Rights" to purchase
"Series A Junior Participating Preferred Stock" of Rural/Metro,
pursuant to the terms and conditions of a Rights Agreement dated as of
August 23, 1995 between Rural/Metro and American Securities Transfer,
Inc., as Rights Agent, (d) Rural/Metro may pay cash dividends in any
fiscal quarter in an aggregate amount not to exceed 25% of Net Income
for the most recently ended fiscal quarter, (e) Rural/Metro may redeem
shares of its capital stock; provided, that (i) the fair market value
of any such shares of capital stock redeemed in any fiscal quarter,
together with any and all cash dividends made pursuant to clause (d)
above, shall not exceed 25% of Net Income for the most recently ended
fiscal quarter and (ii) the fair market value of all such shares of
capital stock redeemed shall not exceed $5,000,000 in the aggregate and
(f) Rural/Metro may make contributions of (i) any amount of capital
stock and (ii) cash in an aggregate amount not to exceed $1,000,000, in
any of the Fiscal Years ending on June 30, 1996, June 30, 1997 and June
30, 1998 to its Employee Stock Ownership Plan; provided that, in
connection with any distribution or payment pursuant to clauses (d) and
(e) above, no Default or Event of Default shall have occurred before
and after giving effect to any such dividend or payment."
(o) Section 10.11 shall hereby be deleted in its entirety and the
following Section 10.11 shall be substituted in lieu thereof
"SECTION 10.11. Restrictive Agreements. Enter into any
agreement after the Closing Date which restricts, limits or otherwise
encumbers its ability to incur Liens on or with respect to any of its
assets or properties; provided, that any contingent lease agreement
permitted pursuant to Sections 10.3(l) and 10.6(g) may restrict or
limit the ability of the Credit Party party to such contingent lease
agreement to incur Liens on or otherwise encumber the assets subject to
such contingent lease agreement."
(p) Exhibit D to the Credit Agreement shall be deleted in its entirety
and the Exhibit D attached hereto shall be substituted in lieu thereof.
(q) Exhibit M attached hereto shall be added as Exhibit M to the Credit
Agreement.
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4. Waivers of the Credit Agreement and Loan Documents. The Lenders
hereby waive any Default or Event of Default which may have occurred as a result
of the Borrower's failure to comply with the maximum Capital Expenditures
limitations set forth in Section 9.7 for the fiscal quarter ending September 30,
1996; provided, that nothing contained herein shall be construed to be a waiver
of the Capital Expenditures limitations set forth in Section 9.7 (as amended
herein) for the Fiscal Year ending June 30, 1997 (which shall include any and
all Capital Expenditures incurred during the fiscal quarter ending September 30,
1996).
5. Representations and Warranties/No Default. By their execution
hereof, the Credit Parties hereby certify that each of the representations and
warranties set forth in the Credit Agreement and the other Loan Documents is
true and correct as of the date hereof as if fully set forth herein and that as
of the date hereof no Default or Event of Default has occurred and is
continuing.
6. Expenses. The Credit Parties shall pay all reasonable out-of-pocket
expenses of the Agent in connection with the preparation, execution and delivery
of this First Amendment, including without limitation, the reasonable fees and
disbursements of counsel for the Agent.
7. Governing Law. This First Amendment shall be governed by and
construed in accordance with the laws of the State of North Carolina.
8. Counterparts. This First Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the date and year first above written.
BORROWERS:
THE AID AMBULANCE COMPANY, INC.
By:________________________________
Name:___________________________
Title:__________________________
AID AMBULANCE AT VIGO COUNTY, INC.
By:________________________________
Name:___________________________
Title:__________________________
THE AID COMPANY, INC.
By:________________________________
Name:___________________________
Title:__________________________
AMERICAN LIMOUSINE SERVICE, INC.
By:________________________________
Name:___________________________
Title:__________________________
BEACON TRANSPORTATION, INC.
By:________________________________
Name:___________________________
Title:__________________________
CITY WIDE AMBULANCE SERVICE, INC.
By:________________________________
Name:___________________________
Title:__________________________
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CORNING AMBULANCE SERVICE INC.
By:________________________________
Name:___________________________
Title:__________________________
E.M.S. VENTURES, INC.
By:________________________________
Name:___________________________
Title:__________________________
EMS VENTURES OF SOUTH CAROLINA, INC.
By:________________________________
Name:___________________________
Title:__________________________
EASTERN AMBULANCE SERVICE, INC.
By:________________________________
Name:___________________________
Title:__________________________
EASTERN PARAMEDICS, INC.
By:________________________________
Name:___________________________
Title:__________________________
THE ▇▇▇▇▇▇ ▇▇▇▇▇▇ CORPORATION
By:________________________________
Name:___________________________
Title:__________________________
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GOLD CROSS AMBULANCE SERVICES, INC.
By:________________________________
Name:___________________________
Title:__________________________
GOLD CROSS AMBULANCE SERVICE OF PA.,
INC.
By:________________________________
Name:___________________________
Title:__________________________
LASALLE AMBULANCE INC.
By:________________________________
Name:___________________________
Title:__________________________
MEDICAL TRANSPORTATION SERVICES, INC.
By:________________________________
Name:___________________________
Title:__________________________
MEDSTAR EMERGENCY MEDICAL SERVICES,
INC.
By:________________________________
Name:___________________________
Title:__________________________
METRO CARE CORP.
By:________________________________
Name:___________________________
Title:__________________________
METROPOLITAN FIRE DEPT., INC.
By:________________________________
Name:___________________________
Title:__________________________
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▇▇▇▇▇ AMBULANCE SERVICE, INC.
By:________________________________
Name:___________________________
Title:__________________________
NATIONAL AMBULANCE & OXYGEN SERVICE,
INC.
By:________________________________
Name:___________________________
Title:__________________________
PHYSICIANS AMBULANCE SERVICE, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO INTERNATIONAL, INC.
By:________________________________
Name:___________________________
Title:__________________________
R/M MANAGEMENT CO., INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO TEXAS HOLDINGS, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO CORPORATION, AN ARIZONA
CORPORATION
By:________________________________
Name:___________________________
Title:__________________________
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▇▇
▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO CORPORATION OF TENNESSEE
By:________________________________
Name:___________________________
Title:__________________________
R/M OF TENNESSEE G.P., INC.
By:________________________________
Name:___________________________
Title:__________________________
R/M OF TENNESSEE L.P., INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF TENNESSEE L.P.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO FIRE DEPT., INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF ALABAMA, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF ARDMORE, INC.
By:________________________________
Name:___________________________
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Title:__________________________
RURAL/METRO OF ARLINGTON, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF ATLANTA, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF CANADA, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF CENTRAL ALABAMA, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF CENTRAL OHIO, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF GEORGIA, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF INDIANA, INC.
By:________________________________
Name:___________________________
Title:__________________________
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RURAL/METRO OF INDIANA, L.P.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF INDIANA II, L.P.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF NEBRASKA, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF NEW YORK, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF NORTH FLORIDA, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF OHIO, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF OREGON, INC.
By:________________________________
Name:___________________________
Title:__________________________
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RURAL/METRO OF SOUTH CAROLINA, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF SOUTH DAKOTA, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF TEXAS, INC.
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF TEXAS, L.P.
By:________________________________
Name:___________________________
Title:__________________________
R/M OF TEXAS, G.P., INC.
By:________________________________
Name:___________________________
Title:__________________________
SIOUX FALLS AMBULANCE, INC.
By:________________________________
Name:___________________________
Title:__________________________
TOWNS AMBULANCE SERVICE, INC.
By:________________________________
Name:___________________________
Title:__________________________
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19
VALLEY FIRE SERVICE, INC.
By:________________________________
Name:___________________________
Title:__________________________
W & W LEASING COMPANY, INC.
By:________________________________
Name:___________________________
Title:__________________________
THE WESTERN NEW YORK EMERGENCY
MEDICAL SERVICES TRAINING
INSTITUTE INC.
By:________________________________
Name:___________________________
Title:__________________________
GUARANTOR:
RURAL/METRO CORPORATION, A DELAWARE
CORPORATION
By:________________________________
Name:___________________________
Title:__________________________
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AGENT:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, as Agent
By:________________________________
Name:___________________________
Title:__________________________
LENDERS:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, as Lender
By:________________________________
Name:___________________________
Title:__________________________
FLEET BANK, N.A. (formerly known as
Natwest Bank N.A.)
By:________________________________
Name:___________________________
Title:__________________________
NBD BANK
By:________________________________
Name:___________________________
Title:__________________________
ABN AMRO BANK N.V.
By:________________________________
Name:___________________________
Title:__________________________
By:________________________________
Name:___________________________
Title:__________________________
FIRST INTERSTATE BANK OF ARIZONA,
N.A.
By:________________________________
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Name:___________________________
Title:__________________________
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED
By:________________________________
Name:___________________________
Title:__________________________
BANK OF AMERICA ARIZONA
By:________________________________
Name:___________________________
Title:__________________________
BANQUE PARIBAS
By:________________________________
Name:___________________________
Title:__________________________
By:________________________________
Name:___________________________
Title:__________________________
21