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Exhibit 10.62
EXECUTION COPY
SIXTH AMENDMENT TO
PROVISIONAL WAIVER AND STANDSTILL AGREEMENT
THIS SIXTH AMENDMENT to Provisional Waiver and Standstill Agreement
(this "Sixth Amendment") is made and entered into as of the 1st day of August,
2001, by the Lenders party to the Credit Agreement identified below and FIRST
UNION NATIONAL BANK, as Agent for the Lenders, and RURAL/METRO CORPORATION, a
corporation organized under the laws of Delaware (the "Borrower").
Statement of Purpose
Pursuant to the Provisional Waiver and Standstill Agreement dated as of
March 14, 2000 (as amended, restated, supplemented or otherwise modified, the
"Waiver Agreement"), the Borrower, the Agent and the Lenders, each a party to
the Amended and Restated Credit Agreement dated as of March 16, 1998 (as amended
by the First Amendment dated as of June 30, 1998 and as further amended,
restated, supplemented or otherwise modified, the "Credit Agreement"), agreed to
waive the Acknowledged Defaults provisionally for a period of 30 days after
March 14, 2000 and to defer the exercise of remedies during such period, subject
to the express terms and provisions of the Waiver Agreement.
Pursuant to the First Amendment to the Provisional Waiver and
Standstill Agreement dated as of April 13, 2000 (the "First Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to continue to
waive the Acknowledged Defaults provisionally until July 14, 2000, or earlier if
certain other specified events occur, and to continue negotiations with the
Agent and the Lenders to amend or otherwise restructure the Credit Agreement.
Pursuant to the Second Amendment to the Provisional Waiver and
Standstill Agreement dated as of July 14, 2000 (the "Second Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to further
continue to waive the Acknowledged Defaults provisionally until October 16,
2000, or earlier if certain other specified events occur, and to further
continue negotiations with the Agent and the Lenders to amend or otherwise
restructure the Credit Agreement.
Pursuant to the Third Amendment to the Provisional Waiver and
Standstill Agreement dated as of October 16, 2000 (the "Third Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to further
continue to waive the Acknowledged Defaults provisionally until January 31,
2001, or earlier if certain other specified events occur, and to further
continue negotiations with the Agent and the Lenders to amend or otherwise
restructure the Credit Agreement.
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Pursuant to the Fourth Amendment to the Provisional Waiver and
Standstill Agreement dated as of January 31, 2001 (the "Fourth Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to further
continue to waive the Acknowledged Defaults provisionally until April 15, 2001,
or earlier if certain other specified events occur, and to further continue
negotiations with the Agent and the Lenders to amend or otherwise restructure
the Credit Agreement.
Pursuant to the Fifth Amendment to the Provisional Waiver and
Standstill Agreement dated as of April 23, 2001 (the "Fifth Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to further
continue to waive the Acknowledged Defaults provisionally until August 1, 2001,
or earlier if certain other specified events occur, and to further continue
negotiations with the Agent and the Lenders to amend or otherwise restructure
the Credit Agreement. The Borrower, the Agent and the Lenders are continuing to
negotiate but have not yet reached an agreement on such amendment or
restructuring and the Borrower has, therefore, requested an additional period of
time in which to continue such negotiations.
The Lenders and the Agent are willing to continue to waive the
Acknowledged Defaults provisionally for an additional period of time and to
defer the exercise of remedies in respect of the Acknowledged Defaults during
such period subject to the express terms and provisions of this Sixth Amendment.
This Sixth Amendment shall be deemed to be one of the Loan Documents under and
pursuant to the Credit Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Effect of Amendment and Acknowledgments by Borrower.
Except as expressly amended hereby, the Fifth
Amendment, the Fourth Amendment, the Third Amendment,
the Second Amendment, the First Amendment, the Waiver
Agreement, the Credit Agreement and each other Loan
Document, shall be and remain in full force and
effect. The amendments granted in this Sixth
Amendment are specific and limited and shall not
constitute a modification, acceptance or waiver of
any other provision of the Fifth Amendment, the
Fourth Amendment, the Third Amendment, the Second
Amendment, the First Amendment, the Waiver Agreement,
the Credit Agreement, the other Loan Documents or any
other document or instrument entered into in
connection therewith, or a future modification,
acceptance or waiver of the provisions set forth
therein. For avoidance of doubt, but in no way
limiting the scope and breadth of the previous
sentences in this paragraph, each Credit Party hereby
reaffirms each of the acknowledgments and agreements
made by it in Sections 1 (except as expressly amended
in Section 3(a) below), 6 and 7 of the Waiver
Agreement as if each such acknowledgment and
agreement was made as of the date hereof.
2. Capitalized Terms. All capitalized undefined terms
used in this Sixth Amendment shall have the meanings
assigned thereto in the Waiver Agreement.
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3. Amendment of Waiver Agreement. The Waiver Agreement
shall be hereby amended as follows:
4. Section 1 shall hereby be amended by deleting
paragraph 1(c) and replacing it in its entirety with
the following:
"(c) The Loans outstanding as of the date hereof are in an
amount equal to $143,086,415.00 (the "Existing Loans") and the L/C
Obligations outstanding as of the date hereof are in an amount equal to
$6,515,000.00 (the "Existing L/C Obligations", and, together with the
Existing Loans, the "Existing Extensions of Credit") and no Credit
Party has any defense or right of offset with respect to such amounts.
For avoidance of doubt, Deferred Interest continues to accrue pursuant
to the terms of this Agreement."
5. Section 2 shall hereby be amended by deleting Section
2 and replacing it in its entirety with the
following:
"Provisional Waiver and Limited Deferral. The Lenders and the
Agent respectively agree to waive the Acknowledged Defaults
provisionally and to defer the exercise of any rights or remedies
arising by reason of Events of Default that have occurred solely as a
result of the occurrence of the Acknowledged Defaults until that date
(as so extended and as may be further extended, the "Waiver Maturity
Date") which is the earliest to occur of: (a) December 3, 2001; (b) the
occurrence of any Event of Default other than (i) the Acknowledged
Defaults or (ii) any breach of the financial covenants that are the
subject of the Acknowledged Defaults as of the fiscal quarters ending
March 31, 2000, June 30, 2000, September 30, 2000, December 31, 2000,
March 31, 2001, June 30, 2001 and September 30, 2001; (c) any Event of
Default (as such term is defined in the Senior Note Indenture (as
defined below)) that shall have occurred under the Indenture dated as
of March 16, 1998, by and among the Borrower, the subsidiaries acting
as Guarantors thereto, and U.S. Bank National Association, a national
banking association, successor to the First National Bank of Chicago,
as Trustee (the "Senior Note Indenture"); or (d) the breach of any of
the further conditions or agreements provided in the Waiver Agreement
as amended by the First Amendment, the Second Amendment, the Third
Amendment, the Fourth Amendment, the Fifth Amendment and this Sixth
Amendment, it being agreed that the breach of any such further
condition or agreement shall constitute an immediate Default and Event
of Default under the Credit Agreement."
6. Section 3 shall hereby be further amended by adding
the following paragraph 3(f) to the end of Section 3:
"(f) The Aggregate Commitment shall hereafter be further
reduced permanently and the Existing Loans repaid in an aggregate
amount of one million two hundred fifty thousand dollars ($1,250,000)
no later than October 31, 2001. Such payment shall be distributed to
the Lenders pro rata in accordance with their respective Commitment
Percentages."
7. Section 3 shall hereby be further amended by adding
the following paragraph 3(g) to the end of Section 3:
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"(g) No further payments shall be required pursuant to
paragraphs 3(b)(i) and 3(b)(ii) if the Borrower complies with paragraph
3(f) above, but for the avoidance of doubt, the Borrower shall remain
obligated to make payments pursuant to paragraph 3(b)(iii) and Schedule
1 as referenced therein, which subsection 3(b)(iii) and Schedule 1 were
added by amendment pursuant to the Fifth Amendment."
8. Section 4 shall hereby be amended by adding the
following paragraph 4(o) to the end of Section 4:
"(o) No later than thirty (30) days from the date of this
Sixth Amendment, the Borrower shall have engaged Imperial Capital or
other nationally recognized financial advisor (the "Financial Advisor")
to pursue the restructuring alternatives for the Borrower and its
domestic Subsidiaries presented in the Imperial Capital report to the
Borrower previously provided to the Agent and the Lenders pursuant to
this Agreement. The Agent and the Lenders shall be provided with an
executed copy of the engagement letter between the Borrower and the
Financial Advisor promptly upon such letter's execution. The Financial
Advisor shall provide to the Borrower, with a copy to the Agent and the
Lenders by no later than October 29, 2001 a written report detailing
the status of its pursuit of the restructuring alternatives. The Agent
and the Lenders shall be permitted to have reasonable access to, and
discussions with, the Financial Advisor. Further, notwithstanding any
other provision in this Agreement, the Agent and the Lenders shall be
able to speak directly with the Financial Advisor without the
Borrower's consent, provided that Borrower or its representative has
the right to participate in all such discussions.
9. Release. Each Credit Party, on behalf of itself and
any Person claiming by, through, or under such Credit
Party, acknowledges that it has no claim,
counterclaim, setoff, action or cause of action of
any kind or nature whatsoever ("Claims") against all
or any of the Agent, the Lenders or any of the
Agent's or the Lenders' directors, officers,
employees, agents, attorneys, financial advisors,
accountants, legal representatives, successors and
assigns (the Agent, the Lenders and their directors,
officers, employees, agents, attorneys, financial
advisors, accountants, legal representatives,
successors and assigns are jointly and severally
referred to as the "Lender Group"), that directly or
indirectly arise out of or are based upon or in any
manner connected with any "Prior Event" (as defined
below), and each Credit Party, on behalf of itself
and any Person claiming by, through or under such
Credit Party, hereby releases the Lender Group from
any liability whatsoever should any Claims
nonetheless exist. As used herein the term "Prior
Event" means any transaction, event, circumstances,
action, failure to act or occurrence of any sort or
type, whether known or unknown, which occurred,
existed, was taken, permitted or begun prior to the
execution of this Sixth Amendment and occurred,
existed, was taken, permitted or begun in accordance
with, pursuant to or by virtue of any terms of this
Sixth Amendment, the transactions referred to herein,
any Loan Document or oral or written agreement
relating to any of
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the foregoing, including without limitation any
approval or acceptance given or denied.
10. Representations and Warranties. By its execution
hereof, the Borrower hereby certifies on behalf of
itself and the other Credit Parties 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 (other than Events of
Default occurring as a result of the occurrence of
the Acknowledged Defaults) has occurred and is
continuing. Additionally, the Borrower on behalf of
itself and the other Credit Parties represents and
warrants that, since July 14, 2000, no event which
has had, or could reasonably be expected to have, a
Material Adverse Effect has occurred, except as
previously disclosed in writing to the Agent (which
includes any public disclosures made in Borrower's
press releases or filings with the Securities and
Exchange Commission, provided that such press
releases and filings were provided to Milbank, Tweed,
Xxxxxx & XxXxxx LLP ("MTHM"), as successor to SSL,
for the benefit of the Agent).
11. Conditions. The effectiveness of this Sixth Amendment
shall be conditioned upon the following:
12. The following documents shall have been duly
authorized and executed by the parties thereto, shall
be in full force and effect and no default shall
exist thereunder, and the Borrower shall have
delivered original counterparts thereof to the Agent:
13. this Sixth Amendment, duly executed and delivered by
the Credit Parties, the Agent and the Lenders
constituting Required Lenders;
14. a cash flow projection (the "Cash Flow Projection")
for the Borrower and its Subsidiaries for each week
up through and including November 28, 2001 which
shall be attached hereto as Exhibit "A" and which
shall be in the form and substance satisfactory to
the Lender Financial Consultant; and
15. such other documents, certificates and instruments as
the Agent reasonably requests.
16. The Borrower shall have paid all outstanding fees and
expenses, to the extent that the Borrower has
received an invoice for such fees and expenses,
through the date hereof of MTHM and the Lender
Financial Consultant.
17. Governing Law. THE WAIVER AGREEMENT, AS AMENDED BY
THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD
AMENDMENT, THE FOURTH AMENDMENT, THE FIFTH AMENDMENT
AND AS AMENDED HEREIN, AND EACH OTHER LOAN DOCUMENT,
UNLESS OTHERWISE EXPRESSLY SET
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FORTH THEREIN, SHALL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NORTH CAROLINA, WITHOUT REFERENCE TO THE CONFLICTS OR
CHOICE OF LAW PRINCIPLES THEREOF.
18. Miscellaneous.
19. Reversal of Payments. To the extent the Borrower
makes a payment or payments to the Agent for the
ratable benefit of Lenders pursuant to the Waiver
Agreement, as amended by the First Amendment, the
Second Amendment, the Third Amendment, the Fourth
Amendment, the Fifth Amendment and as amended herein,
the Notes or any other Loan Document which payments
or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid
to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or
equitable cause, then, to the extent of such payment
or proceeds repaid, the Obligations or part thereof
intended to be satisfied shall be revived and
continued in full force and effect as if such payment
or proceeds had not been received by the Agent.
20. Arbitration.
(i) Binding Arbitration. Upon demand of any party,
whether made before or after institution of any judicial
proceeding, any dispute, claim or controversy arising out of,
connected with or relating to the Waiver Agreement, as amended
by the First Amendment, the Second Amendment, the Third
Amendment, the Fourth Amendment, the Fifth Amendment and as
amended herein, the Notes or any other Loan Documents
("Disputes"), between or among parties to this Sixth
Amendment, the Notes or any other Loan Document shall be
resolved by binding arbitration as provided herein.
Institution of a judicial proceeding by a party does not waive
the right of that party to demand arbitration hereunder.
Disputes may include, without limitation, tort claims,
counterclaims, claims brought as class actions, claims arising
from Loan Documents executed in the future, or claims
concerning any aspect of the past, present or future
relationships arising out or connected with the Loan
Documents. Arbitration shall be conducted under and governed
by the Commercial Financial Disputes Arbitration Rules (the
"Arbitration Rules") of the American Arbitration Association
(the "AAA") and Title 9 of the U.S. Code. All arbitration
hearings shall be conducted in Charlotte, North Carolina. The
expedited procedures set forth in Rule 51, et seq., of the
Arbitration Rules shall be applicable to claims of less than
$1,000,000. All applicable statutes of limitation shall apply
to any Dispute. A judgment upon the award may be entered in
any court having jurisdiction. The panel from which all
arbitrators are selected shall be comprised of licensed
attorneys. The single arbitrator selected for expedited
procedure shall be a retired judge from the highest court of
general jurisdiction, state or federal, of the state where the
hearing will be conducted. The arbitrators shall be appointed
as provided in the Arbitration Rules.
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(ii) Preservation of Certain Remedies.
Notwithstanding the preceding binding arbitration provisions,
the Agent and the Lenders preserve, without diminution,
certain remedies that the Agent and the Lenders may employ or
exercise freely, either alone, in conjunction with or during a
Dispute. The Agent and the Lenders shall have and hereby
reserve the right to proceed in any court of proper
jurisdiction or by self help to exercise or prosecute the
following remedies: (A) all rights to foreclose against any
real or personal property or other security by exercising a
power of sale granted in the Loan Documents or under
applicable law or by judicial foreclosure and sale, (B) all
rights of self help including peaceful occupation of property
and collection of rents, set off, and peaceful possession of
property and (C) obtaining provisions or ancillary remedies
including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and in filing an
involuntary bankruptcy proceeding. Preservation of these
remedies does not limit the power of any arbitrator to grant
similar remedies that may be requested by a party in a
Dispute.
21. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE AGENT, EACH LENDER AND THE
BORROWER HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION,
CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THE WAIVER AGREEMENT, AS AMENDED
BY THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE
THIRD AMENDMENT, THE FOURTH AMENDMENT, THE FIFTH
AMENDMENT AND AS AMENDED HEREIN, THE NOTES OR THE
OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS
HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH
RIGHTS AND OBLIGATIONS.
22. Survival of Terms of Agreement. The waivers,
agreements, covenants, representations and warranties
of each Credit Party in the Waiver Agreement, as
amended by the First Amendment, the Second Amendment,
the Third Amendment, the Fourth Amendment, the Fifth
Amendment and as amended herein, shall survive the
Waiver Maturity Date.
23. Side Letter. The letter from the Borrower to the
Agent dated July 17, 2000 that was executed in
connection with the Second Amendment shall remain in
full force and effect and shall be a Loan Document.
24. Counterparts. This Sixth 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.
25. Additional Acknowledged Default. The Borrower may
have violated Section 4(i) of the Waiver Agreement
through and including June 30, 2001. To the extent
that the Borrower did violate this Section 4(i)
through and including June 30, 2001, such violation
constitutes an Acknowledged Default and is
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therefore waived provisionally by the Agent and
Lenders pursuant to the terms of the Waiver
Agreement. For avoidance of doubt, any violation of
Section 4(i) after June 30, 2001 is not an
Acknowledged Default.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment
to be duly executed as of the date and year first above written.
BORROWER:
RURAL/METRO CORPORATION, a Delaware
corporation
By: /s/ Xxxx X. Xxxxx III
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Name: Xxxx X. Xxxxx III
Title: Senior Vice President and General Counsel
[Signature pages follow.]
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LENDERS:
FIRST UNION NATIONAL BANK,
as Agent and Lender
By: /s/ Xxx X. Xxxxxxxx
------------------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Senior Vice President
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FLEET BANK, N.A., as Lender
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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SPECIAL VALUE BOND FUND II, LLC, as
successor to Oaktree Capital Management, LLC
By: SVIM/MSM II, LLC
Its Managing Member
By: XXXXXXXXXX & CO., LLC
Its Managing Member
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
--------------------------------
Title: Principal
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ABN AMRO BANK NV, as Lender
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Group Vice President
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Group Senior Vice President
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XXXXX FARGO BANK, as Lender
By:
------------------------------------------------
Name:
Title:
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GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
By:
------------------------------------------------
Name:
Title:
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XXXX XX XXXXXXX NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Lender
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
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BNP PARIBAS, as Lender
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Vice President
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By execution hereof, the undersigned Subsidiary Guarantors hereby acknowledge
and agree to the terms hereof; hereby reaffirm their respective obligations
under the Subsidiary Guaranty and the Intercompany Subordination Agreement;
acknowledge that the Guaranty Obligations with respect to the Subsidiary
Guaranty include the obligations under this Sixth Amendment; acknowledge that
the Senior Debt as defined in and with respect to the Intercompany Subordination
Agreement include the obligations under this Sixth Amendment; and hereby agree
that the terms of the Subsidiary Guaranty shall remain in full force and effect
notwithstanding any event or condition which has occurred.
ACCEPTED AND AGREED TO AS OF August 1, 2001.
AID AMBULANCE AT VIGO COUNTY, INC., an Indiana corporation, AMBULANCE TRANSPORT
SYSTEMS, INC., a New Jersey corporation, AMERICAN LIMOUSINE SERVICE, INC., an
Ohio corporation, ARROW AMBULANCE, INC., an Idaho corporation, BEACON
TRANSPORTATION, INC., a New York corporation, COASTAL EMS, INC., a Georgia
corporation, CORNING AMBULANCE SERVICE INC., a New York corporation, DONLOCK,
LTD., a Pennsylvania corporation, E.M.S. VENTURES, INC., a Georgia corporation,
EMS VENTURES OF SOUTH CAROLINA, INC., a South Carolina corporation, EASTERN
AMBULANCE SERVICE, INC., a Nebraska corporation, EASTERN PARAMEDICS, INC., a
Delaware corporation, GOLD CROSS AMBULANCE SERVICES, INC., a Delaware
corporation, GOLD CROSS AMBULANCE SERVICE OF PA., INC., an Ohio corporation,
XXXXX & XXXXX, INC., a New York corporation, XXXXX & XXXXX AMBULETTE, LTD., a
New York corporation, LASALLE AMBULANCE INC., a New York corporation, MEDI-CAB
OF GEORGIA, INC., a Delaware corporation, MEDICAL EMERGENCY DEVICES AND SERVICES
(MEDS), INC., an Arizona corporation, MEDICAL TRANSPORTATION SERVICES, INC., a
South Dakota corporation, MEDSTAR EMERGENCY MEDICAL SERVICES, INC., a Delaware
corporation, MERCURY AMBULANCE SERVICE, INC., a Kentucky corporation, METRO CARE
CORP., an Ohio corporation, MO-RO-KO, INC., an Arizona corporation, MULTI CAB
INC., a New Jersey corporation, MULTI-CARE INTERNATIONAL, INC., a New Jersey
corporation, MULTI-CARE MEDICAL CAR SERVICE, INC., a New Jersey corporation,
MULTI-HEALTH CORP., a Florida corporation, XXXXX AMBULANCE SERVICE, INC., an
Indiana corporation, NATIONAL AMBULANCE & OXYGEN SERVICE, INC., a New York
corporation, NORTH MISS. AMBULANCE SERVICE, INC., a Mississippi corporation,
PROFESSIONAL MEDICAL SERVICES, INC., an Arkansas corporation, RISC AMERICA
ALABAMA FIRE SAFETY SERVICES, INC., a Delaware corporation, RMFD OF NEW JERSEY,
INC., a Delaware corporation, R/M MANAGEMENT CO., INC., an Arizona corporation,
R/M OF MISSISSIPPI, INC., a Delaware corporation, R/M OF TENNESSEE G.P., INC., a
Delaware corporation, R/M OF TENNESSEE L.P., INC., a Delaware corporation, R/M
OF TEXAS G.P., INC., a Delaware corporation, R/M PARTNERS, INC., a Delaware
corporation, RMC CORPORATE CENTER, L.L.C., an Arizona limited liability company,
By: RURAL/METRO CORPORATION, an Arizona corporation, Its Member, RURAL/METRO
ARGENTINA, L.L.C., an Arizona limited liability company, By: RURAL/METRO
INTERNATIONAL, INC., a Delaware corporation, Its Member, RURAL/METRO BRASIL,
L.L.C., an Arizona limited liability company, By: RURAL/METRO INTERNATIONAL,
INC., a Delaware corporation, Its Member, RURAL/METRO CANADIAN HOLDINGS, INC., a
Delaware corporation, RURAL/METRO COMMUNICATIONS SERVICES, INC., a Delaware
corporation, RURAL/METRO CORPORATION, an Arizona corporation, RURAL/METRO
CORPORATION OF FLORIDA, a Florida corporation, RURAL/METRO CORPORATION OF
TENNESSEE, a Tennessee corporation, RURAL/METRO FIRE DEPT., INC., an Arizona
corporation, RURAL/METRO HOSPITAL SERVICES, INC., a Delaware corporation
By: /s/ Xxxx X. Xxxxx III
----------------------------------------
Name: Xxxx X. Xxxxx III
Title: Secretary
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RURAL/METRO INTERNATIONAL, INC., a Delaware corporation, RURAL/METRO LOGISTICS,
INC., a Delaware corporation, RURAL/METRO MID-ATLANTIC, INC., a Delaware
corporation, RURAL/METRO MID-SOUTH, L.P., a Delaware limited partnership, By:
R/M OF TENNESSEE G.P., INC., a Delaware corporation, Its General Partner,
RURAL/METRO OF ALABAMA, INC., a Delaware corporation, RURAL/METRO OF ARGENTINA,
INC., a Delaware corporation, RURAL/METRO OF ARKANSAS, INC., a Delaware
corporation, RURAL/METRO OF ARLINGTON, INC., a Delaware corporation, RURAL/METRO
OF BRASIL, INC., a Delaware corporation, RURAL/METRO OF CALIFORNIA, INC., a
Delaware corporation, RURAL/METRO OF CENTRAL ALABAMA, INC., a Delaware
corporation, RURAL/METRO OF CENTRAL COLORADO, INC., a Delaware corporation,
RURAL/METRO OF CENTRAL OHIO, INC., a Delaware corporation, RURAL/METRO OF
COLORADO, a Delaware corporation, RURAL/METRO OF GEORGIA, INC., a Delaware
corporation, RURAL/METRO OF GREATER SEATTLE, INC., a Washington corporation,
RURAL/METRO OF INDIANA, INC., a Delaware corporation, RURAL/METRO OF INDIANA,
L.P., a Delaware limited partnership, By: THE AID AMBULANCE COMPANY, INC., a
Delaware corporation, Its General Partner, RURAL/METRO OF INDIANA II, L.P., a
Delaware limited partnership, By: THE AID AMBULANCE COMPANY, INC., a Delaware
corporation, Its General Partner, RURAL/METRO OF KENTUCKY, INC., a Delaware
corporation, RURAL/METRO OF MISSISSIPPI, INC., a Delaware corporation,
RURAL/METRO OF NEBRASKA, INC., a Delaware corporation, RURAL/METRO OF NEW YORK,
INC., a Delaware corporation, RURAL/METRO OF NORTH FLORIDA, INC., a Florida
corporation, RURAL/METRO OF NORTH TEXAS, L.P., By: R/M OF TEXAS G.P., INC., a
Delaware corporation, Its General Partner, RURAL/METRO OF NORTHERN OHIO, INC., a
Delaware corporation, RURAL/METRO OF OHIO, INC., a Delaware corporation,
RURAL/METRO OF OREGON, INC., a Delaware corporation, RURAL/METRO OF ROCHESTER,
INC., a New York corporation, RURAL/METRO OF SAN DIEGO, INC., a California
corporation, RURAL/METRO OF SOUTH CAROLINA, INC., a Delaware corporation,
RURAL/METRO OF SOUTH DAKOTA, INC., a Delaware corporation, RURAL/METRO OF
SOUTHERN OHIO, INC., an Ohio corporation, RURAL/METRO OF TENNESSEE, L.P., a
Delaware limited partnership, By: R/M OF TENNESSEE G.P., INC., a Delaware
corporation, Its General Partner, RURAL/METRO OF TEXAS, INC., a Delaware
corporation, RURAL/METRO OF TEXAS, L.P., a Delaware limited partnership, By: R/M
OF TEXAS G.P., INC., a Delaware corporation, Its General Partner, RURAL/METRO
PROTECTION SERVICES, INC., an Arizona corporation, RURAL/METRO TEXAS HOLDINGS,
INC., a Delaware corporation, SW GENERAL, INC., an Arizona corporation, SIOUX
FALLS AMBULANCE, INC., a South Dakota corporation, SOUTH GEORGIA EMERGENCY
MEDICAL SERVICES, INC., a Georgia corporation, SOUTHWEST AMBULANCE AND RESCUE OF
ARIZONA, INC., an Arizona corporation, SOUTHWEST AMBULANCE OF CASA GRANDE, INC.,
an Arizona corporation, SOUTHWEST AMBULANCE OF TUCSON, INC., an Arizona
corporation, SOUTHWEST GENERAL SERVICES, INC., an Arizona corporation, THE AID
AMBULANCE COMPANY, INC., a Delaware corporation, THE AID COMPANY, INC., an
Indiana corporation, TOWNS AMBULANCE SERVICE, INC., a New York corporation,
VALLEY FIRE SERVICE, INC., a Delaware corporation, W & W LEASING COMPANY, INC.,
an Arizona corporation
By: /s/ Xxxx X. Xxxxx III
----------------------------------------
Name: Xxxx X. Xxxxx III
Title: Secretary
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EXHIBIT A
FORM OF CASH FLOW PROJECTION
