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 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.
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.
Pursuant to the Sixth Amendment to the Provisional Waiver and Standstill
Agreement dated as of August 1, 2001 (the "Sixth Amendment"), the Borrower, the
Lenders and the Agent agreed, among other things, to further continue to waive
the Acknowledged Defaults provisionally until December 3, 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 Seventh Amendment. This
Seventh 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 Sixth Amendment, 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 Seventh
Amendment are specific and limited and shall not constitute a modification,
acceptance or waiver of any other provision of the Sixth Amendment, 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.
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2. CAPITALIZED TERMS. All capitalized undefined terms used in this Seventh
Amendment shall have the meanings assigned thereto in the Waiver Agreement.
3. AMENDMENT OF WAIVER AGREEMENT. The Waiver Agreement shall be hereby amended
as follows:
a. 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 January 15, 2002 are in an amount
equal to $141,778,898.00 (the "Existing Loans"), the Deferred Interest
outstanding as of January 15, 2002 is in an amount equal to $4,825,644.58,
and the L/C Obligations outstanding as of January 15, 2002 are in an amount
equal to $6,215,000.00 (the "Existing L/C Obligations", and together with
the Existing Loans and Deferred Interest, 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 and is an
Obligation, as such term is defined in the Credit Agreement."
b. 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) April 1, 2002 which shall be reduced to March 1, 2002 if the Agent, on
behalf of Required Lenders, has provided the Borrower with at least 10
business days' prior written notice effective as of such date declaring the
Waiver Maturity Date, which notice may be given by Required Lenders in
their sole and absolute discretion if Required Lenders have determined in
their sole and absolute discretion that the Borrower has not made adequate
progress towards the Restructuring (as defined in SECTION 4(P) below); (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 up to the
Waiver Maturity Date; (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, the Sixth
Amendment and this Seventh 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."
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c. Section 3 shall hereby be amended by adding the following paragraph
(h) to the end of Section 3:
"(h) Any principal payments due to the Lenders pursuant to the Waiver
Agreement, as amended, prior to the Waiver Maturity Date may be
deferred by the Borrower until the Waiver Maturity Date."
d. Section 4 shall hereby be amended by adding the following paragraphs
(p) and (q) at the end of Section 4.
"(p) the Borrower shall diligently pursue a consensual restructuring
of the capital structure of the Credit Parties (the "Restructuring")
with the Lenders and the holders of the notes that are the subject of
the Senior Note Indenture ("Senior Noteholders"). No later than the
30th day of each month, the Borrower shall provide the Agent and
Lenders with a compliance certificate, in the form set forth on
Exhibit B hereto, that discloses its efforts to effectuate the
Restructuring for the previous thirty day period.
(q) If a steering committee comprised of some or all of the Lenders
and Senior Noteholders ("the Steering Committee") is formed, the
Borrower shall provide the Steering Committee with all information,
and access to records and senior management, as is reasonably
requested by the Steering Committee and timely pay the reasonable fees
and expenses incurred by any professionals employed by or on behalf of
the Steering Committee pursuant to the terms of the professionals'
engagement letters with the Steering Committee (collectively the
"Steering Committee's Professionals' Letters")
4. 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, affiliates, shareholders,
partners, successors and assigns (the Agent, the Lenders and their directors,
officers, employees, agents, attorneys, financial advisors, accountants, legal
representatives, affiliates, shareholders, partners, 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,
remises, acquits, satisfies and forever discharges the Lender Group from any
liability whatsoever should any Claims that directly or indirectly arise out of
or are based upon or in any manner connected with any Prior Event 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 Seventh Amendment and occurred, existed, was taken,
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permitted or begun in accordance with, pursuant to or by virtue of any terms of
this Seventh Amendment, the transactions referred to herein, any Loan Document
or oral or written agreement relating to any of the foregoing, including without
limitation any approval or acceptance given or denied.
5. 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).
6. CONDITIONS. The effectiveness of this Seventh Amendment shall be
conditioned upon the following:
a. 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:
(i) this Seventh Amendment, duly executed and delivered by the Credit
Parties, the Agent and the Lenders constituting Required Lenders;
(ii) a cash flow projection (the "Cash Flow Projection") for the
Borrower and its Subsidiaries for each week commencing on December 3,
2001 up through and including April 1, 2002 which shall be attached
hereto as Exhibit "A" and which shall be in the form and substance
satisfactory to the Lender Financial Consultant; and
(iii) such other documents, certificates and instruments as the Agent
reasonably requests.
b. 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.
c. The Borrower shall have approved and executed the Steering Committee's
Professionals' Letters.
7. GOVERNING LAW. THE WAIVER AGREEMENT, AS AMENDED BY THE FIRST AMENDMENT, THE
SECOND AMENDMENT, THE THIRD AMENDMENT, THE FOURTH AMENDMENT, THE FIFTH
AMENDMENT, THE SIXTH AMENDMENT AND AS AMENDED HEREIN, AND EACH OTHER LOAN
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DOCUMENT, UNLESS OTHERWISE EXPRESSLY SET 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.
8. MISCELLANEOUS.
a. 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, the Sixth 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.
b. 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, the Sixth Amendment and as amended herein, the Notes or any
other Loan Documents ("Disputes"), between or among parties to this
Seventh 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.
c. 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, THE SIXTH 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.
d. 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, the Sixth Amendment and as amended
herein, shall survive the Waiver Maturity Date.
e. 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.
f. FEES AND EXPENSES. The Agent and Lenders shall make reasonable efforts
to avoid having their advisors, consultants, attorneys and other professionals
incur fees and expenses payable by the Borrower that are unnecessarily
duplicative of the fees and expenses incurred by the advisors, consultants,
attorneys and other professionals for the Steering Committee payable by the
Borrower.
9. COUNTERPARTS. This Seventh 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 Seventh 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
------------------------------------------------
Name: Xxxx X. Xxxxx III
Title: Senior Vice President and General Counsel
[Signature pages follow.]
LENDERS:
FIRST UNION NATIONAL BANK,
as Agent and Lender
By: /s/ Xxx X. Xxxxxxxx
----------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Senior Vice President
PAMCO CAYMAN LTD., as Lender and as
successor to Fleet Bank, N.A.
By: HIGHLAND CAPITAL MANAGEMENT, L.P.
Its Collateral Manager
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: President
XXX CAPITAL FUNDING LP, as Lender and as
successor to Fleet Bank, N.A.
By: HIGHLAND CAPITAL MANAGEMENT, L.P.
Its Collateral Manager
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: President
SPECIAL VALUE BOND FUND II, LLC, as Lender
and as successor to Oaktree Capital
Management, LLC and Bank of America N.A.
and partial successor to First Union
National Bank
By: SVIM/MSM II, LLC
Its Managing Member
By: XXXXXXXXXX & CO., LLC
Its Managing Member
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Principal
XXXXX FAMILY FUND, LP, as Lender and as
successor to Bank of America, N.A.
By: SPECIAL VALUE INVESTMENT MANAGEMENT, LLC
Investment Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Principal
CERBERUS PARTNERS, L.P., as Lender
and as partial successor to BNP Paribas
By: /s/ Xxxxx X. Genda
----------------------------------------
Name: Xxxxx X. Genda
Title: Managing Director
XXXXX FARGO BANK, as Lender
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Duly Authorized Signatory
CONTINENTAL CASUALTY COMPANY, as Lender and
as partial successor to ABN AMRO Bank N.V.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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 Seventh Amendment; acknowledge that
the Senior Debt as defined in and with respect to the Intercompany Subordination
Agreement include the obligations under this Seventh 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 DECEMBER 4, 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
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
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Name: Xxxx X. Xxxxx III
Title: Secretary
EXHIBIT A
FORM OF CASH FLOW PROJECTION
EXHIBIT B
FORM OF RESTRUCTURING
COMPLIANCE CERTIFICATE
Steering Committee
Dear Steering Committee Members:
We hereby represent that we are actively cooperating in good faith in
negotiations intended to restructure the capital structure of Rural/Metro
Corporation, including its credit facilities and Senior Notes and all amounts
owed with respect thereto and its equity. Upon request, we will provide you with
tangible evidence of our cooperation.
Sincerely,
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Xxxx Xxxxxxx
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Xxxx Xxxxx
