EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of a Statement on Schedule 13G (including any and all amendments
thereto) with respect to the Common Stock of Rural/Metro Corporation, and
further agree that this Agreement shall be included as an exhibit to such joint
filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13G and any amendments thereto,
and for the completeness and accuracy of the information concerning such party
contained therein; provided that no party is responsible for the completeness or
accuracy of the information concerning the other party, unless such party knows
or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such counterparts
together shall constitute but one agreement.
[Signature Page Follows]
In evidence thereof the undersigned, being duly authorized, hereby execute
this Joint Filing Agreement this 10th day of February, 2004.
Xxxxxxxxxx Capital Partners, LLC, a Delaware
limited liability company
By: Xxxxxxxxxx & Co., LLC
Its: Managing Member
SVIM/MSM II, LLC, a Delaware limited
liability company
By: Xxxxxxxxxx & Co., LLC
Its: Managing Member
SVAR/MM, LLC, a Delaware limited liability
company
By: Xxxxxxxxxx & Co., LLC
Its: Managing Member
Xxxxxxxxxx & Co., LLC, a Delaware limited
liability company
Each of the above by:
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Its: Managing Member
XXXXXXX X. XXXXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxxx