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Exhibit 10.59
THIRD AMENDMENT TO
PROVISIONAL WAIVER AND STANDSTILL AGREEMENT
THIS THIRD AMENDMENT TO PROVISIONAL WAIVER AND STANDSTILL AGREEMENT
(this "Third Amendment") is made and entered into as of the 16th day of October,
2000, 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. 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 Third Amendment.
This Third Amendment shall be deemed to be one of the Loan Documents under and
pursuant to the Credit Agreement.
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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 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 Third Amendment
are specific and limited and shall not constitute a modification, acceptance or
waiver of any other provision of 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 Paragraph 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
Third 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 the date hereof are in an
amount equal to $146,306,602.00 (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."
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) January 31, 2001; (b) the
occurrence of any Event of
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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 and December 31, 2000; (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 and this Third
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."
c. Section 4 shall hereby be further amended by adding the following
paragraph 4(b)(viii) to the end of paragraph 4(b):
"(viii) commencing on October 31, 2000 and no later than the
last calendar day of each month thereafter, the
Borrower shall submit a written report acceptable in
form and substance to the Lender Financial
Consultant, calculating the amounts received by the
Borrower and its Subsidiaries for the preceding
calendar month with respect to the amounts due to the
Agent and Lenders pursuant to paragraph 3(b)(i)(C)
herein, and such report shall include a
reconciliation of net cash proceeds receipts as
compared to the final "Phase I, Shutdown Plan or if
applicable Phase II, Monitoring/Restructuring Plan"
presented to the Lender Financial Consultant, the
Agent and the Lenders."
d. Section 4 shall hereby be further amended by deleting the first
sentence of paragraph 4(j) and replacing the first sentence of paragraph 4(j) in
its entirety with the following:
"No later than (i) August 12, 2000 the Borrower shall have engaged an
investment banker (the "Investment Banker") for the purpose of identifying and
disposing of non-core business operations of the Borrower and its Subsidiaries,
and (ii) October 31, 2000 the Investment Banker shall have completed an offering
memorandum in respect of the sale of such operations and thereafter shall
promptly transmit such offering memorandum to the Agent and the Lenders."
e. Section 4 shall hereby be further amended by deleting paragraphs
4(k) and 4(l) and replacing paragraphs 4(k) and 4(l) in their entirety with the
following:
"(k) No later than January 15, 2001, the Borrower on behalf of
itself and its Subsidiaries shall have completed and delivered a final
written global proposal for the restructuring of the debt evidenced by
the Credit Agreement.
(l) No later than October 31, 2000, the Borrower and its
Subsidiaries shall have completed and delivered their "Phase II
Monitoring/Restructuring Plan" to the Agent and Lenders."
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f. Section 9 shall hereby be amended by adding the following sentence
to the end of paragraph 9(a):
"No later than the date of this Third Amendment, the Borrower
shall pay to the Agent and the Lenders, for distribution to the Lenders
pro rata in accordance with their Commitment Percentages, a fee in an
amount equal to $125,000.00."
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, 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 Third Amendment and occurred, existed, was taken,
permitted or begun in accordance with, pursuant to or by virtue of any terms of
this Third 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 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 release or filings with the
Securities and Exchange Commission, provided that such press releases and
filings were provided to SSL for the benefit of the Agent).
6. Conditions. The effectiveness of this Third 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 Third Amendment, duly executed and delivered by
the Credit Parties, the Agent and the Lenders
constituting Required Lenders;
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(ii) a cash flow projection (the "Cash Flow Projection")
for the Borrower and its Subsidiaries for each week
up through and including January 31, 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
(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 Stroock & Stroock & Lavan LLP and the Lender
Financial Consultant.
7. Governing Law. THE WAIVER AGREEMENT, AS AMENDED BY THE FIRST
AMENDMENT, THE SECOND AMENDMENT AND AS AMENDED HEREIN, AND EACH OTHER LOAN
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 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 and as amended
herein, the Notes or any other Loan Documents ("Disputes"),
between or among parties to this Third 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
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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.
(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 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 and as amended herein,
shall survive the Waiver Maturity Date.
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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.
9. Counterparts. This Third 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.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed as of the date and year first above written.
BORROWER:
RURAL/METRO CORPORATION, a Delaware
corporation
By:/s/ John S. Banas, III
____________________________
Name: John S. Banas, III
____________________________
Title:Senior Vice President
and General Counsel
____________________________
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LENDERS:
FIRST UNION NATIONAL BANK,
as Agent and Lender
By:/s/ Ron R. Ferguson
____________________________
Name: Ron R. Ferguson
____________________________
Title: Senior Vice President
____________________________
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FLEET BANK, N.A., as Lender
By:/s/ Donald R. Nicholson
____________________________
Name: Donald R. Nicholson
____________________________
Title: Senior Vice President
____________________________
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BANK ONE, NA, as Lender
By:/s/ Bonnie Wilson
____________________________
Name: Bonnie Wilson
____________________________
Title: First Vice President
____________________________
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ABN AMRO BANK NV, as Lender
By:/s/ William Teresky Jr.
____________________________
Name: William Teresky Jr.
____________________________
Title: Group Vice President
____________________________
By:/s/ William J. Fitzgerald
____________________________
Name: William J. Fitzgerald
____________________________
Title: Senior Vice President
____________________________
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WELLS FARGO BANK, as Lender
By:/s/ Ernie Pinder
____________________________
Name: Ernie Pinder
____________________________
Title: Relationship Manager
____________________________
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GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
By:/s/ William S. Richardson
____________________________
Name: William S. Richardson
____________________________
Title: Duly Authorized Signatory
____________________________
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Lender
By:/s/ Robert J. Likos
____________________________
Name: Robert J. Likos
____________________________
Title: Vice President
____________________________
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BNP PARIBAS, as Lender
By:_________________________________
Name:____________________________
Title:_____________________________
By:_________________________________
Name:____________________________
Title:_____________________________
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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 Third Amendment; acknowledge that
the Senior Debt as defined in and with respect to the Intercompany Subordination
Agreement include the obligations under this Third 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 OCTOBER 16, 2000. 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, KEEFE & KEEFE, INC., a New York corporation,
KEEFE & KEEFE 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, MYERS
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/ John S. Banas, III
________________________________
Name: John S. Banas, 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 NEVADA,
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/ John S. Banas, III
_____________________________
Name: John S. Banas, III
_____________________________
Title: Secretary
_____________________________
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