2 3 (c) Closing Certificate of each Credit Party. The Agent shall have received a certificate of the secretary or assistant secretary of each Credit Party certifying, as applicable, that (i) (A) the articles of incorporation and bylaws of such Credit...Credit Agreement • February 17th, 1998 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • North Carolina
RURAL/METRO CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT FOR {{Name_of_Optionee}} AGREEMENTNon-Qualified Stock Option Agreement • October 31st, 2000 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
INDENTURERural Metro Corp /De/ • March 11th, 2005 • Local & suburban transit & interurban hwy passenger trans • New York
RECITALSRegistration Rights Agreement • October 16th, 2002 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • New York
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned, for good and valuable consideration consisting of their mutual commitments stated herein, hereby agree to the...Joint Filing Agreement • August 3rd, 2001 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned, for good and valuable consideration consisting of their mutual commitments stated herein, hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Rural/Metro Corporation and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
1 EXHIBIT 10.6 RURAL/METRO CORPORATION STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the Grant Date, as set forth on the attached Exhibit A, by and between RURAL/METRO CORPORATION, a Delaware corporation (the "Company"), and the...Stock Option Agreement • November 10th, 1998 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans
RECITALSEmployment Agreement • November 14th, 2001 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
1 EXHIBIT 10.52 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE ("Agreement") is made as of this 25th day of February, 1997 BETWEEN:Agreement of Purchase and Sale • July 15th, 1997 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
Exhibit 3.1(c) AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (this "Amendment"), dated as of October 30, 2002, is made between Rural/Metro Corporation, a Delaware corporation (the "Company"), and Computershare Trust...Rights Agreement • February 14th, 2003 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans
EXHIBIT 10.64 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is entered into on this 27th day of September, 2002 by and among RURAL/METRO CORPORATION, a company duly organized and existing under the laws of the State of...Stock Purchase Agreement • October 15th, 2002 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
Rights Agreement Dated as of August 24, 2005Rights Agreement • August 29th, 2005 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Delaware
RIGHTS AGREEMENT, dated as of August 24, 2005 (the “Agreement”), between Rural/Metro Corporation, a Delaware corporation (the “Company”), and American Securities Transfer, Inc., a Colorado corporation (the “Rights Agent”).
1 EXHIBIT 10.56 FIRST AMENDMENT TO PROVISIONAL WAIVER AND STANDSTILL AGREEMENT THIS FIRST AMENDMENT TO PROVISIONAL WAIVER AND STANDSTILL AGREEMENT (this "First Amendment") is made and entered into as of the 13th day of April, 2000, by the Lenders...Standstill Agreement • April 18th, 2000 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • North Carolina
1 Exhibit 10.16(g) EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made this day of September, 1998, by and between JOHN B. FURMAN ("Executive") and RURAL/METRO CORPORATION, its subsidiaries, affiliates, joint ventures and partnerships...Employment Agreement • September 29th, 1998 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
1 2 Rural/Metro reserves the right, in its sole discretion, to change or modify Executive's position, title and duties during the term of this Agreement, at which time Executive may be entitled to terminate this Agreement for Good Reason as provided...Employment Agreement • November 15th, 1999 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
1 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...Credit Agreement • February 14th, 1997 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • North Carolina
1 Exhibit 10.37(b) MASTER SECURITY AGREEMENT This Master Security Agreement provides a set of terms and conditions that the parties hereto intend to be applicable to various loan transactions secured by personal property. Each such loan and security...Master Security Agreement • September 29th, 1998 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans
AGREEMENT AND PLAN OF MERGER Dated as of March 28, 2011 among WP ROCKET HOLDINGS LLC WP ROCKET MERGER SUB, INC. and RURAL/METRO CORPORATIONAgreement and Plan of Merger • March 29th, 2011 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2011 (this “Agreement”), is by and among WP Rocket Holdings LLC, a Delaware limited liability company (“Parent”), WP Rocket Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Rural/Metro Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 8.12.
CREDIT AGREEMENT dated as of June 30, 2011, among WP ROCKET HOLDINGS INC., as Holdings, WP ROCKET MERGER SUB, INC., RURAL/METRO CORPORATION, as Borrower, The Lenders Party Hereto and CREDIT SUISSE AG, as Administrative AgentCredit Agreement • July 5th, 2011 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • New York
CREDIT AGREEMENT dated as of June 30, 2011 (this “Agreement”), among WP ROCKET HOLDINGS INC., a Delaware corporation (“Initial Holdings”), WP ROCKET MERGER SUB, INC., a Delaware corporation (to be merged with and into RURAL/METRO CORPORATION, a Delaware corporation (the “Company”), on the date hereof with the Company as the survivor) (the “Borrower”), the LENDERS party hereto and CREDIT SUISSE AG, as Administrative Agent.
Exhibit 10.66 ================================================================= =============== SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2002 by and among RURAL/METRO CORPORATION, a Delaware corporation, as Borrower, the...Intercompany Subordination Agreement • October 16th, 2002 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • New York
R E C I T A L SConsulting Agreement • September 29th, 1998 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
1 Exhibit 10.16(h) John B. Furman c/o Rural/Metro Corporation 8401 East Indian School Road Scottsdale, Arizona 85251 CHANGE OF CONTROL AGREEMENT Dear John: Our Board of Directors (the "Board") previously concluded that it is in the best interests of...Control Agreement • November 15th, 1999 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans
Exhibit 10.63 SEVENTH AMENDMENT TO PROVISIONAL WAIVER AND STANDSTILL AGREEMENT THIS SEVENTH AMENDMENT to Provisional Waiver and Standstill Agreement (this "Seventh Amendment") is made and entered into as of the 4th day of December, 2001, by the...Waiver and Standstill Agreement • January 22nd, 2002 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • North Carolina
COLLATERAL AGREEMENT dated as of June 30, 2011, among WP ROCKET HOLDINGS INC., WP ROCKET MERGER SUB, INC., RURAL/METRO CORPORATION, THE OTHER GRANTORS PARTY HERETO and CREDIT SUISSE AG, as Administrative AgentCollateral Agreement • July 5th, 2011 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • New York
COLLATERAL AGREEMENT dated as of June 30, 2011 (this “Agreement”), among WP ROCKET HOLDINGS INC., WP ROCKET MERGER SUB, INC., RURAL/METRO CORPORATION, the other GRANTORS from time to time party hereto and CREDIT SUISSE AG, as Administrative Agent.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 1998 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2008 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
This Employment Agreement (“Agreement”) is made and entered into by and between KRISTINE B. PONCZAK (“Executive”) and RURAL/METRO CORPORATION, a Delaware corporation (and/or one or more of its subsidiaries, affiliates, joint ventures and partnerships as applicable, “Rural/Metro”). The Effective Date of this Agreement is February 8, 2008 (the “Effective Date”).
RECITALSEmployment Agreement • November 15th, 1999 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
RURAL/METRO CORPORATION $93,500,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY 12 3/4% SENIOR DISCOUNT NOTES DUE 2016 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2005 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Exhibit 10.16(o) ---------------------- c/o Rural/Metro Corporation 8401 East Indian School Road Scottsdale, Arizona 85251 Re: CHANGE OF CONTROL AGREEMENT Dear _________: In the past, our Board of Directors (the "Board") concluded that it was in the...Control Agreement • February 14th, 2003 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 9th, 2010 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
This Executive Employment Agreement (this “Agreement”) is entered into as of June 9, 2010, by and between M. Bryan Gibson (“Executive”), an individual, and Rural/Metro Corporation, a Delaware corporation (the “Company”).
CHANGE OF CONTROL AGREEMENT Effective , 2010Change of Control Agreement • September 21st, 2010 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
The Board of Directors (the “Board”) of Rural/Metro Corporation (“Rural/Metro”) believes that it is in the best interests of Rural/Metro and its shareholders to take appropriate steps to allay any concerns you (sometimes referred to herein as “Executive”) may have about your future employment opportunities with Rural/Metro. As a result, the Board has decided to offer to you the benefits described below.
RURAL/METRO CORPORATION RESTRICTED STOCK UNITS AGREEMENT (FOR ELIGIBLE EMPLOYEES) (UNDER THE 2008 INCENTIVE STOCK PLAN)Restricted Stock Units Agreement • July 16th, 2010 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
THIS RESTRICTED STOCK UNITS AGREEMENT (“Agreement”) is dated this 12th day of July, 2010 (the “Grant Date”), between Rural/Metro Corporation, a Delaware corporation (the “Company”), and Michael P. DiMino (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2001 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
This Employment Agreement (“Agreement”) is made and entered into by and between JACK BRUCKER (“Executive”) and RURAL/METRO CORPORATION, its subsidiaries, affiliates, joint ventures and partnerships (“Rural/Metro”). The Effective Date of this Agreement is April 19, 2001.
RURAL/METRO CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT (FOR ELIGIBLE EMPLOYEES) (UNDER THE 2008 INCENTIVE STOCK PLAN)Stock Appreciation Rights Agreement • July 16th, 2010 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Arizona
THIS STOCK APPRECIATION RIGHTS AGREEMENT (“Agreement”) is dated this 12th day of July, 2010 (the “Grant Date”), between RURAL/METRO CORPORATION, a Delaware corporation (the “Company”), and Michael P. DiMino (“Grantee”).
RURAL/METRO OPERATING COMPANY, LLC AND RURAL/METRO (DELAWARE) INC. 9 7/8% SENIOR SUBORDINATED NOTES DUE 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2005 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
CREDIT AGREEMENT Dated as of March 4, 2005 among RURAL/METRO OPERATING COMPANY, LLC, as Borrower, THE LENDERS REFERRED TO HEREIN, CITICORP NORTH AMERICA, INC., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and CITIGROUP...Credit Agreement • March 11th, 2005 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 4, 2005, among RURAL/METRO OPERATING COMPANY, LLC, a Delaware limited liability company (“Borrower”); the Lenders; CITIBANK, N.A., as LC Facility issuing bank (in such capacity, the “LC Facility Issuing Bank”); CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders; JPMORGAN CHASE BANK, N.A. (“JPMCB”), as syndication agent (in such capacity, the “Syndication Agent”); and CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and J.P. MORGAN SECURITIES INC. (“JPMSI”), as joint lead arrangers and joint lead bookrunners (in such capacities, the “Joint Lead Arrangers”).
