Reaffirmation and First Amendment to Second Amended and Restated Credit Agrmt.



 Exhibit 10.67 
  
 REAFFIRMATION AND FIRST AMENDMENT TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  
 This REAFFIRMATION AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), effective as of September 26, 2003 (the “First Amendment Effective
Date”), is entered into by and among RURAL/METRO CORPORATION, a Delaware corporation, as borrower (“Borrower”), the Subsidiaries of Borrower signatory hereto, as subsidiary guarantors (the “Subsidiary
Guarantors”), the banks and other financial institutions signatory to or that join the Credit Agreement (defined below) as a Lender from time to time (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a First
Union National Bank), a national banking association, as the Agent for the Lenders (in such capacity, the “Agent”). 
  
 RECITALS 
  
 WHEREAS, the Lenders agreed to extend certain credit facilities to the Borrower pursuant to the Second Amended and Restated Credit Agreement dated as of
September 30, 2002 by and among the Borrower, the Lenders and the Agent (as amended, restated, renewed, extended, modified, supplemented, deferred or otherwise changed from time to time, the “Credit Agreement”); 
  
 WHEREAS, the Borrower and the Credit Parties acknowledge, stipulate and agree
that certain Defaults and Events of Default under the Credit Agreement have occurred and are continuing as of the First Amendment Effective Date, as set forth on Schedule A attached hereto (collectively, the “Acknowledged
Defaults”); 
  
 WHEREAS, the Borrower has requested that
the Agent and the Lenders waive the Acknowledged Defaults and amend the Credit Agreement in accordance with the terms and conditions set forth herein; and 
  
 WHEREAS, the Agent and the Lenders desire to waive the Acknowledged Defaults and to amend the Credit Agreement upon the terms and conditions set forth
herein. 
  
 NOW, THEREFORE, in consideration of the foregoing and
the mutual promises and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 
  
 1. Defined Terms. Except as specifically amended in this First Amendment, all defined
terms in the Credit Agreement shall have the same meanings when used in this First Amendment. 
  
 2. Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3, the Credit Agreement shall be amended as follows: 







 (a) Section 1.1 of the Credit Agreement is amended by adding the following defined terms in
alphabetical order or amending and restating the following defined terms in their entirety, as applicable: 
  
 (i) “Annualized Basis” means for purposes of determining the Consolidated EBITDA, the Consolidated EBIRTA and Consolidated Fixed Charges
calculation in Sections 10.1 and 10.3: (a) for the fiscal quarter ending September 30, 2003, such amount for such fiscal quarter multiplied by four (4), (b) for the fiscal quarter ending December 31, 2003, such amount for such fiscal quarter
together with the immediately preceding fiscal quarter multiplied by two (2), (c) for the fiscal quarter ending March 31, 2004, such amount for such fiscal quarter, together with the immediately preceding two (2) fiscal quarters multiplied by
four-thirds (4/3), and (d) for the fiscal quarter ending June 30, 2004 and for each subsequently occurring fiscal quarter, such amount for such fiscal quarter, together with the three (3) immediately preceding fiscal quarters on a rolling four (4)
fiscal quarter basis. 
  
 (ii) “Business Plan”
means the “Fiscal 2003 Business and Financial Plan,” a copy of which has been provided to the Agent and the Lenders on September 17, 2002 and any modifications, revisions or updates to such plan as approved and adopted by resolution of the
Board of Directors of the Borrower including, but not limited to, the Updated Business Plan (as defined in the First Amendment). 
  
 (iii) “Certificate of Designation” means the Certificate of Designation, Preferences and Rights of Series B Preferred Stock in the form
set forth in Annex A, as the same may be amended, restated, modified or otherwise changed from time to time. 
  
 (iv) EBIRTA” means, for any period, (a) Net Income for such period, (b) plus the sum of the following, without duplication, to the
extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense, (iii) amortization and other non-cash charges (including stock compensation expenses, impairment write-downs of goodwill, amortization of debt
issuance or similar costs, amortization or impairment write-downs of intangible assets, but excluding write-downs of receivables and accruals of or reserves for items for which cash expenditures will be made in any future period), (iv) Net Rental
and Operating Lease Expense, (v) non-cash expenses incurred in connection with any employee stock ownership plan of the Borrower, (vi) asset impairment charges, (vii) the cumulative effect of changes in accounting principle, and (viii)
extinguishment losses recognized as a result of entering into the Second Amended and Restated Credit Agreement dated as of September 30, 2002 and the First Amendment in an amount not to exceed $9,500,000 in the aggregate, and (c) plus losses or
minus gains attributable to any fixed asset sales which have been included in arriving at Net Income for such period. The calculation of EBIRTA shall be based solely upon the operations of the Borrower and its Domestic Subsidiaries, determined on a
consolidated basis. 
  
 (v) “EBITDA” means, for
any period, (a) Net Income for such period, (b) plus the sum of the following, without duplication, to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense, (iii) amortization,
depreciation and other non-cash charges (including stock compensation expenses, impairment write-downs of goodwill, amortization of debt issuance or similar costs, amortization or impairment write-downs 
  

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 of intangible assets, but excluding write-downs of receivables and accruals of or reserves for items for which cash
expenditures will be made in any future period), (iv) non-cash expenses incurred in connection with any employee stock ownership plan of the Borrower, (v) asset impairment charges, (vi) extinguishment losses recognized as a result of entering into
the Second Amended and Restated Credit Agreement dated as of September 30, 2002 and the First Amendment in an amount not to exceed $9,500,000 in the aggregate, and (vii) the cumulative effect of changes in accounting principle, and (c) plus
losses or minus gains attributable to any fixed asset sales which have been included in arriving at Net Income for such period. The calculation of EBITDA shall be based solely upon the operations of the Borrower and its Domestic Subsidiaries,
determined on a consolidated basis. 
  
 (vi) “First
Amendment” means that certain Reaffirmation and First Amendment to Second Amended and Restated Credit Agreement by and among the Borrower, the Lenders and the Agent. 
  
 (vii) “First Amendment Effective Date” means September 26, 2003. 
  
 (viii) “Series B Preferred Stock” means, collectively, (a)
the Preferred Stock of the Borrower, designated as the Series B-1 Voting Preferred Stock, par value $.01 per share, (b) the Preferred Stock of the Borrower, designated the Series B-2 Non-Voting Preferred Stock, par value $.01 per share and (c) the
Preferred Stock of the Borrower, designated the Series B-3 Preferred Stock, par value $.01 per share, which Preferred Stock shall be held by the Lenders, or to a designee of any Lender, on the First Amendment Effective Date, as applicable, in
accordance with Annex D. 
  
 (ix) “Series C
Preferred Stock” means the Preferred Stock of Borrower designated as Series C Preferred Stock, par value $.01 per share which Preferred Stock shall by held by the Lenders, or to a designee of any Lender, on the First Amendment Effective
Date, as applicable, in accordance with Annex E. 
  
 (x)
“Series C Certificate of Designation” means the Certificate of Designation, Preferences and Rights of Series C Preferred Stock in the form set forth in Annex F, as the same may be amended, restated, modified or otherwise changed
from time to time. 
  
 (xi) “Tangible Net Worth”
means stockholder’s equity of the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP less (i) the total book value of all assets classified as intangible assets in accordance with GAAP, including such items as
goodwill, trademarks, trade names, service marks, brand names, copyrights, patents and licenses, and rights with respect to the foregoing, and (ii) the total book value of capitalized debt issuance costs. Notwithstanding the foregoing, the
calculation of Tangible Net Worth for purposes of Article 10 shall exclude extinguishment losses recognized as a result of entering into the Second Amended and Restated Credit Agreement dated as of September 30, 2002 and the First Amendment in an
amount not to exceed $9,500,000 in the aggregate, and the non-cash effects of (i) changes in accounting principle, (ii) the issuance of the Preferred Stock and (iii) the Latin American Divestiture. 
  
 (b) Section 3.3(b)(ii) of the Credit Agreement is hereby amended and
restated in its entirety as follows: 
  

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 (ii) The Aggregate Commitment shall be reduced and the Loans repaid by an amount equal to one hundred
percent (100%) of the gross cash proceeds, net of all reasonable cost of sale and taxes paid or payable as a result thereof by the Borrower and its Subsidiaries and net of such other liabilities, costs and expenses as are reasonably acceptable to
the Agent and the Lenders, from the sale or other disposition of any assets or equity ownership interests by the Borrower or any of its Subsidiaries in accordance with this Agreement; provided, that the Borrower shall not be obligated to
repay the Loans pursuant to this Section 3.3(b) unless and to the extent (x) such net proceeds are greater than $650,000 in the aggregate per fiscal quarter as permitted by Section 11.6 or (y) notwithstanding anything to the contrary in Section
11.6, the proceeds of assets sold, conveyed, leased, assigned, transferred or otherwise disposed of pursuant to a condemnation or taking are not reinvested in a Credit Party within 180 days following the receipt of such proceeds. Repayment of any of
the Loans in connection with the reduction of the Aggregate Commitment pursuant to this clause (ii) shall be applied to the repayment of the Extensions of Credit in the manner and in the order set forth in subparagraph (i) directly above.

  
 (c) Section 3.6 of the Credit Agreement is hereby
amended and restated in its entirety as follows: 
  
 Section 3.6
Termination of Credit Facility. The Credit Facility shall terminate on the earliest of (a) December 31, 2006, (b) the date of permanent reduction of the Aggregate Commitment in whole pursuant to Section 3.5, or (c) the date of termination by
the Agent on behalf of the Lenders pursuant to Section 12.2(a). The termination of the Credit Facility shall not affect the survival of any of provision of this Agreement, the Existing Credit Agreement or the other Loan Documents which by its terms
is intended to survive such termination. 
  
 (d) The last sentence
of Section 4.1(b) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
  
 The parties agree that notwithstanding any other term of this Agreement, each of the Letters of Credit shall contain provisions allowing for the automatic
extension of its expiration date, absent notice from the Issuing Bank, and the Issuing Bank shall, so long as it has not received written notice of the occurrence of a Default or Event of Default that is outstanding, allow such extension unless, not
later than fifteen (15) Business Days prior to the last day upon which notice of termination may be given under such Letter of Credit, the Required Lenders provide written instruction to the Issuing Bank to send such a notice; provided, that
in no event shall (i) Wachovia Bank be required to extend the expiration of any Letter of Credit issued by Wachovia Bank beyond December 31, 2004 and (ii) any Issuing Bank, other than Wachovia Bank, be required to extend the expiration of any Letter
of Credit beyond the Termination Date. 
  
 (e) Section 4.3
of the Credit Agreement is hereby amended by inserting an “(a)” before the first sentence thereof and inserting a new clause (b) to read as follows: 
  

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 (b) Notwithstanding anything to the contrary in this Agreement, the Borrower and the L/C Participants
agree that if any Letter of Credit issued by Wachovia Bank under this Agreement is not replaced by another financial institution acceptable to the Borrower and the Lenders on or before October 15, 2004 and Wachovia Bank has honored a draft in
accordance with the terms of any such Letter of Credit as a result thereof, then each of the L/C Participants shall pay Wachovia Bank for its respective Commitment Percentage of the Reimbursement Obligations arising with respect to each such draft
in accordance with Section 4.2. The Borrower shall pay the Reimbursement Obligations arising in respect of such drafts honored by Wachovia Bank on or before the Termination Date. Each such payment shall be made to the Agent at its address for
notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all Reimbursement Obligations remaining unpaid by the Borrower from the date such amounts are paid to the beneficiary of the Letters of
Credit until payment in full to the Agent at the same interest rate applicable to the Term Loans. 
  
 (f) Section 7.1(ee) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
  
 (ee) Registration Exemption. Assuming the accuracy of the
representations and warranties of the Lenders contained in Section 14.22 and Section 14.25, the offer and sale of the Series B Preferred Stock and the Series C Preferred Stock are exempt from the registration requirements of the Securities Act of
1933, as amended. 
  
 (g) Section 7.1 of the Credit
Agreement is hereby amended by adding the following new clause (ff): 
  
 (ff) Series C Preferred Stock and Common Stock Issuable Upon Conversion. The Series C Preferred Stock is duly authorized and, when issued in compliance with the provisions of this Agreement, will be validly
issued and outstanding, fully paid and nonassessable. Upon conversion of the Series C Preferred Stock into the common stock of the Borrower in accordance with the Series C Certificate of Designation, such common stock will be duly authorized,
validly issued, fully paid and nonassessable. 
  
 (h) Section
8.1(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
  
 (a) Monthly Financial Statements. As soon as practicable and in any event within twenty (20) days after the end of each month of any given fiscal quarter of the Borrower (i) an unaudited Consolidated balance
sheet of the Borrower and its Subsidiaries as of the close of such fiscal month, (ii) unaudited Consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal month and that portion of the
Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding budgeted figures set forth in the Business Plan for the portion of the Fiscal Year 
  

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 then ended and the corresponding figures for the preceding Fiscal Year for the portion of the Fiscal Year
then ended and prepared by the Borrower in accordance with GAAP, subject to year end adjustments and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of
accounting principles and practices during the period which present fairly in all material respects the financial condition of the Borrower and its Subsidiaries as of their respective dates and the results of operations of the Borrower and its
Subsidiaries for the respective periods then ended, subject to normal year end adjustments; 
  
 (i) Section 8.1(g) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
  
 (g) Accounts Payable and Accounts Receivable Report. No later than twenty (20) days after the last day of each fiscal month, a written report of
accounts receivable and accounts payable including, without limitation, a written report with respect to the accounts receivable reserve by aging category, for the fiscal month then ending; and 
  
 (j) Section 9 of the Credit Agreement is hereby amended by adding the
following new Section 9.18: 
  
 Section 9.18 SEC
Filings. No later than September 29, 2003, the Borrower shall file with the SEC (i) the Borrower’s Form 10-K for the Fiscal Year ended June 30, 2003 and (ii) the Borrower’s Form 10-Q for the fiscal quarter ended March 31, 2003, each
with footnotes and financial statements, not materially different from the drafts provided to the Lenders dated September 26, 2003. If required to be filed with the SEC or NASDAQ, the Borrower shall file with the SEC or NASDAQ on such date as
required (i) an amended Borrower’s Form 10-K for the Fiscal Year ended June 30, 2001 and (ii) an amended Borrower’s Form 10-K for the Fiscal Year ended June 30, 2002. 
  
 (k) Section 9 of the Credit Agreement is hereby amended by adding the following new Section 9.19: 

 
 Section 9.19 Shareholder Approval. The Borrower shall use its best
efforts to obtain the requisite stockholder approval, including using its best efforts to present a proposal to increase its authorized but unissued shares of common stock of the Borrower two times during calendar year 2004 (if the proposal is not
approved upon first presentation). 
  
 (l) Section 10.1 of
the Credit Agreement is hereby amended and restated in its entirety as follows: 
  
 Section 10.1 Total Debt Leverage Ratio. As of any date of determination during any fiscal quarter as set forth below, permit the ratio of (a) the Consolidated Debt of the Borrower and its Domestic Subsidiaries
on such date of determination to (b) 
  

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 Consolidated EBITDA of the Borrower and its Domestic Subsidiaries measured on an Annualized Basis for the
fiscal quarter most recently ended on or before such date of determination, to exceed: 
  

	 Fiscal Quarter Ending

	 	 Required Ratio


	 September 30, 2003
	 	6.88:1.00
	 December 31, 2003
	 	7.61:1.00
	 March 31, 2004
	 	7.49:1.00
	 June 30, 2004
	 	7.45:1.00
	 September 30, 2004
	 	7.53:1.00
	 December 31, 2004
	 	7.34:1.00
	 March 31, 2005
	 	7.13:1.00
	 June 30, 2005
	 	6.93:1.00
	 September 30, 2005
	 	6.76:1.00
	 December 31, 2005
	 	6.62:1.00
	 March 31, 2006
	 	6.47:1.00
	 June 30, 2006
	 	6.33:1.00
	 September 30, 2006
	 	6.24:1.00
	 December 31, 2006
	 	6.16:1.00

  
 (m) Section
10.2 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
  
 Section 10.2 Minimum Tangible Net Worth. Permit the Tangible Net Worth of the Borrower and its Domestic Subsidiaries on a Consolidated basis in accordance with GAAP at the end of each fiscal quarter, of less
than -$280,000,000. 
  
 (n) Section 10.3 of the Credit
Agreement is hereby amended and restated in its entirety as follows: 
  
 Section 10.3 Fixed Charge Coverage Ratio. As of the end of each fiscal quarter as set forth below, permit the ratio of (a) Consolidated EBIRTA of the Borrower and its Domestic Subsidiaries on such fiscal quarter end to (b)
Consolidated Fixed Charges of the Borrower and its Domestic Subsidiaries, in each case measured on an Annualized Basis for such fiscal quarter, to be less than: 
  


	 Fiscal Quarter Ending

	 	 Required Ratio


	 September 30, 2003
	 	1.10:1.00
	 December 31, 2003
	 	1.01:1.00
	 March 31, 2004
	 	1.04:1.00
	 June 30, 2004
	 	1.05:1.00
	 September 30, 2004
	 	1.03:1.00
	 December 31, 2004
	 	1.05:1.00
	 March 31, 2005
	 	1.05:1.00
	 June 30, 2005
	 	1.04:1.00
	 September 30, 2005
	 	1.05:1.00

  

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	 December 31, 2005
	 	1.05:1.00
	 March 31, 2006
	 	1.06:1.00
	 June 30, 2006
	 	1.08:1.00
	 September 30, 2006
	 	1.11:1.00
	 December 31, 2006
	 	1.10:1.00

  
 (o) Section
10.4 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
  
 Section 10.4 Limitation on Capital Expenditures. The Borrower and its Domestic Subsidiaries on a consolidated basis shall not make Capital Expenditures during the following periods that exceed in the aggregate
the amounts set forth opposite each of such periods: 
  

	 Fiscal Year

	 	 Maximum Capital Expenditures per Fiscal Year


	 2004
	 	$11,000,000
	 2005
	 	$11,500,000
	 2006
	 	$12,000,000
	 2007
	 	$  6,500,000

  
 (p) Section
11.4(f) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
  
 (f) investments by any Credit Party in the form of acquisitions of all or substantially all of the business or a line of business (whether by the
acquisition of capital stock, assets, any combination thereof or any “pooling of interests”) of any other Person if each such acquisition meets all of the following requirements: (i) the Person to be acquired shall engage in the business
conducted by the Borrower and its Subsidiaries as of the Closing Date or any other business reasonably related to the foregoing, (ii) a Wholly-Owned Subsidiary of the Borrower shall be the surviving Person and no Default or Event of Default shall
have occurred and be continuing both before and after giving effect to the acquisition, (iii) the Borrower shall have certified to the Agent that it is in pro forma compliance with each covenant contained in Section 9.11, Article 10
and Article 11 hereof prior to consummating the acquisition and, if any Lender requests in its sole discretion, the Borrower shall have provided evidence to the Agent of such pro forma compliance, (iv) the Fair Market Value of all
Consideration (as defined below) paid in connection with such acquisition (or series of related acquisitions in the same Fiscal Year) shall not exceed $2,000,000; provided, that the Fair Market Value of all Consideration paid in connection
with such acquisition of (x) a Foreign Subsidiary or of assets located outside of the United States or Canada shall not exceed $250,000 and (y) a Foreign Subsidiary or of assets located in Canada shall not exceed $750,000, and (v) the Fair Market
Value of all Consideration paid in connection with all such acquisitions shall not exceed $3,000,000 in the aggregate for each Fiscal Year; provided that the Fair Market Value of all Consideration paid in connection with any such acquisitions
of (x) 
  

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 Foreign Subsidiaries and assets located outside of the United States or Canada shall not exceed $250,000
in the aggregate for each Fiscal Year and (y) Foreign Subsidiaries and assets located in Canada shall not exceed $750,000 in the aggregate for each such Fiscal Year; 
  
 (q) Section 11.7 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
  
 Section 11.7 Limitations on Dividends and Distributions. Declare or
pay any dividends upon any of its capital stock or purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its
capital stock; provided that (a) any Credit Party may pay dividends solely in shares of its own capital stock, (b) any Subsidiary may pay cash dividends to a Credit Party, (c) the Borrower may redeem the Series B Preferred Stock and the
Series C Preferred Stock in accordance with the mandatory redemption provisions set forth in the Certificate of Designation and the Series C Certificate of Designation, as the case may be, (d) the Borrower may make contributions of (i) any amount of
capital stock and (ii) cash in an aggregate amount not to exceed $1,000,000, in any Fiscal Year to its Employee Stock Ownership Plan; provided that, in connection with any distribution or payment pursuant to clauses (b), (c) and (d) above, no
Default or Event of Default shall have occurred before and after giving effect to any such dividend or payment. 
  
 (r) Section 12.1(c) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
  
 (c) Default in Performance of Certain Covenants. (i) The Borrower
shall default in the performance or observance of any covenant or agreement contained in Sections 8.2, 8.5(d), 9.1 (only if the default in the performance or observance of such covenant could reasonably be expected to have a Material Adverse
Effect), 9.3, 9.11, 9.14 and Articles 10 and 11 of this Agreement and (ii) the Borrower shall default in the performance of Section 9.18 of this Agreement and such default shall continue for a period of fifteen (15) days after the occurrence
thereof. 
  
 (s) Section 12.1(o) of the Credit Agreement is
hereby amended and restated in its entirety as follows: 
  
 (o)
Redemption of Preferred Stock. The Borrower shall fail to redeem the Series B Preferred Stock or the Series C Preferred Stock by December 31, 2006. 
  
 (t) Section 14 of the Credit Agreement is hereby amended by adding the following new Section 14.25:

  

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 Section 14.25 Representations Regarding the Series C Preferred Stock. Each Lender, on its own
behalf or on behalf of its designee who is to receive any shares of Series C Preferred Stock, represents and warrants to the Borrower that: 
  
 (a) Purchase Entirely for Own Account. Such Lender, or such designee, is purchasing the Series C Preferred Stock for its own account, for
investment purposes and not with a view to the resale or distribution of any part thereof. Such Lender, or such designee, will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the Series
C Preferred Stock or the common stock issuable upon conversion thereof, except in compliance with the Securities Act of 1933, as amended. By executing this Agreement, each Lender further represents that such Lender, or such designee, does not have
any contract, undertaking, agreement or arrangement with any person to sell or transfer to such person or to any third person, the Series C Preferred Stock. 
  
 (b) Disclosure of Information. Such Lender, or such designee, further represents that it has had an opportunity to ask questions and receive
answers from the Borrower regarding the terms and conditions of the Series C Preferred Stock and the business, properties and financial condition of the Borrower and to obtain additional information (to the extent the Borrower possessed such
information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to such Lender or its designee solely in connection with the acquisition of the Series C Preferred Stock. The
foregoing, however, does not limit or modify the representations and warranties of the Borrower in Article 7 of this Agreement or the right of such Lender or its designee to rely thereon. 
  
 (c) Investment Experience. Such Lender, or such designee, represents
that it is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended. Such Lender, or its designee, can bear the economic risk of its investment and has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits and risks of the investment in the Series C Preferred Stock. Such Lender, or its designee, also represents it has not been organized solely for the purpose of acquiring the
Series C Preferred Stock. 
  
 (d) Restricted Securities.
Such Lender, or its designee, understands that shares of the Series C Preferred Stock are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Borrower in a transaction not
involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended, only in certain limited circumstances. In addition, such Lender, or its
designee, represents that it is familiar with SEC Rule 144, as currently in effect and understands the resale limitations imposed thereby. Each Lender, or its designee, understands that no 
  

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 public market currently exists for the Series C Preferred Stock and that there are no assurances that any
such market will be created. 
  
 (u) Section 14 of the
Credit Agreement is hereby amended by adding the following new Section 14.26: 
  
 Section 14.26 Covenant Regarding Voting the Series C Preferred Stock. At any meeting of Borrower’s stockholders prior to conversion of the Series C Preferred Stock, each Lender hereby agrees to vote, or
cause its designee to vote, each share of its Series C Preferred Stock in favor of any proposal to increase Borrower’s authorized common stock to facilitate the conversion of the Series C Preferred Stock. 
  
 (v) Annex D of the Credit Agreement (Preferred Stock) is hereby
amended and restated in its entirety as attached hereto. 
  
 (w)
Annex E of the Credit Agreement (Series C Preferred Stock) and Annex F of the Credit Agreement (Series C Certificate of Designation) are each hereby added to the Credit Agreement as attached hereto. 
  
 3. Conditions to Effectiveness. The effectiveness of this First Amendment shall be
subject to the satisfaction of the following conditions precedent: 
  
 (a) Execution and Delivery. Executed copies of the following, in form and substance reasonably satisfactory to the Agent, the Issuing Bank and each Lender: 
  
 (i) This First Amendment; and 
  
 (ii) an amended and restated Term Note for each Term Loan Lender (collectively, the “Amended and Restated Term Notes”). 
  
 (b) Opinion of Counsel. The Agent shall have received a favorable
opinion of counsel to the Borrower and the Subsidiary Guarantors addressed to the Agent and Lenders with respect to the Borrower, certain Subsidiary Guarantors, the Loan Documents and such other matters as the Lenders shall reasonably request,
substantially in form and substance acceptable to the Issuing Bank and the Lenders. 
  
 (c) Payment at Closing. There shall have been paid by the Borrower to the Agent, the Issuing Bank and the Lenders (A) any accrued and unpaid interest, letter of credit fees and any other fees, charges or
expenses due under the Credit Agreement, (B) all reasonable out-of-pocket expenses incurred by the Agent, the Issuing Bank and any of the Lenders in connection with the preparation, negotiation and documentation of the First Amendment, (C) all
reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP incurred in connection with the preparation, negotiation, documentation and execution of the First Amendment for which written statements have been delivered to the Borrower,
and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and 
  

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 other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan
Documents. 
  
 (d) Updated Business Plan. The Agent and the
Lenders shall have received an update to the Business Plan (the “Updated Business Plan”) previously provided to the Agent and the Lenders on September 17, 2002 entitled “Fiscal 2003 Business and Financial Plan” which shall
include projected quarterly financial statements of the Borrower and its Subsidiaries for the Fiscal Years 2004, 2005 and 2006 and the first two fiscal quarters of Fiscal Year 2007, substantially in a form acceptable to the Issuing Bank and the
Lenders, such projections to be accompanied by a certificate of the chief financial officer and chief executive officer of the Borrower to the effect that such projections, in the reasonable judgment of the Borrower, are (A) based on estimates and
assumptions, all of which are reasonable in light of the conditions which existed at the time such projections were made, (B) have been prepared on the basis of the assumptions stated therein, and reflect, as of the time so furnished and the First
Amendment Effective Date, the reasonable estimate of the Borrower of the results of the operations and other information projected therein, and (C) are consistent with the Updated Business Plan. 
  
 (e) SEC Filings. The Agent shall have received a draft of (i) the
Borrower’s Form 10-K for the Fiscal Year ended June 30, 2003 and (ii) the Borrower’s Form 10-Q for the fiscal quarter ended June 30, 2003, each with footnotes and financial statements. 
  
 (f) Mandatory Prepayment. The Borrower shall have prepaid the Loans in
accordance with Section 3.3(b)(i) in an amount equal to $1,000,000 which amount shall reflect the MedStar Area Metropolitan Ambulance Authority settlement. 
  
 (g) Series C Certificate of Designation. The Borrower shall provide evidence satisfactory to the Agent that the
Series C Certificate of Designation in form and substance satisfactory to the Agent has been filed with the Secretary of State of the State of Delaware relating to the issuance of the Series C Preferred Stock described in clause (h) below.

  
 (h) Issuance of Series C Preferred Stock. (i) Cerberus
Partners, L.P. (“Cerberus”) shall have received 114,855 shares of Series C Preferred Stock to be issued by the Borrower to Cerberus or its nominee issued pursuant to the Series C Certificate of Designation, (ii) Special Value Bond
Fund II, LLC (“Special Value”) shall have received 133,812 shares of Series C Preferred Stock to be issued by the Borrower to Special Value or its nominee issued pursuant to the Series C Certificate of Designation and (iii) and
Special Value Absolute Return Fund, LLC (“SVARF”) shall have received 35,312 shares of Series C Preferred Stock to be issued by the Borrower to SVARF or its nominee issued pursuant to the Series C Certificate of Designation.

  
 (i) Consent to Issuance of Series C Preferred Stock.
The Borrower shall provide to the Agent written evidence, in form and substance satisfactory to the Agent, that a majority of the holders of the Series B Preferred Stock have consented to the authorization and the issuance of the Series C Preferred
Stock described in clause (h) above. 
  
 (j) Amendment to
Registration Rights Agreement. The Borrower shall provide to the Agent a duly executed amendment to the Registration Rights Agreement, in form and substance satisfactory to the Agent. 
  

 12 








 (k) Amendment to Rights Agreement. The Borrower shall provide to the Agent a duly executed
amendment, in form and substance satisfactory to the Agent, to that certain Rights Agreement by and between the Borrower and Computershare Trust Company, Inc. (f/k/a American Securities Transfer, Inc.), dated as of August 23, 1995, as amended by
that certain Amendment No. 1 to Rights Agreement, dated as of October 30, 2002. 
  
 (l) Amendment Fee. The Borrower shall have paid to the Agent an amendment fee in the amount of (i) $311,702.98 for the account of General Electric Capital Corporation and (ii) $203,033.41 for the account of PAM
Capital Funding LP. 
  
 (m) Approvals. The Agent shall have
received (i) satisfactory evidence that the Credit Parties have obtained all required consents and approvals of all Persons including all requisite Governmental Authorities, to the execution, delivery and performance of this First Amendment, the
other Loan Documents and any other documents or consents delivered in connection herewith or (ii) an officer’s certificate in form and substance reasonably satisfactory to the Agent affirming that no such consents or approvals are required.

  
 (n) Other Documents. The Borrower shall deliver such
other documents as the Agent may reasonably request. 
  
 4. Acknowledgments and
Agreements. 
  
 (a) To induce the Agent, the Issuing Bank and
the Lenders to execute this First Amendment, each Credit Party hereby acknowledges, stipulates and agrees as follows: 
  
 (i) The Acknowledged Defaults constitute “Events of Default” under the Loan Agreement that have occurred, remain uncured and are continuing as
of time of this First Amendment, subject to the waiver of such Acknowledged Defaults as provided in this First Amendment. 
  
 (ii) Except as provided in this First Amendment, as of the date of satisfaction of all the conditions precedent to the effectiveness of this First
Amendment, nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect any rights or remedies of the Agent, the Issuing Bank or the Lenders, or any of them, have or may have
arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the other Loan Documents or Applicable Law. 
  
 (iii) As of the First Amendment Effective Date, (i) the aggregate outstanding principal amount of the Term Loans, including the amount referenced in
Section 4(b)(i) herein, is $152,555,019.08, (ii) the aggregate outstanding principal amount of the New Facility Loans is $0 and (iii) the L/C Obligations are $2,500,000, which amounts constitute Obligations of the Borrower. 
  
 (iv) The obligations of the Credit Parties under this First Amendment of any
nature whatsoever, whether now existing or hereafter arising, are “Obligations” as defined in the Credit Agreement. 
  

 13 








 (v) Neither the Agent, the Issuing Bank nor any Lender has at any time directed or participated in any
aspect of the management of the Credit Parties or any of their respective Affiliates or the conduct of the businesses of the Credit Parties or any of their respective Affiliates, and the Credit Parties and any of their respective Affiliates, have
made all of their respective business decisions independently of the Agent, the Issuing Bank or any Lender. Notwithstanding any other provision of this First Amendment, the Credit Agreement, the other Loan Documents, or any other contract or
instrument between the Credit Parties or any of their respective Affiliates, on the one hand, and the Agent, the Issuing Bank and the Lenders, or any of them, on the other hand other than with respect to the Series B Preferred Stock (but solely to
the extent set forth in any agreements governing the Series B Preferred Stock): (i) the relationship between the Agent, the Issuing Bank or any Lender, on the one hand, and each of the Credit Parties, or any of their respective Affiliates, on the
other hand, shall be limited to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither the Agent, the Issuing Bank nor any Lender is or shall be construed as a partner, joint venturer, alter-ego, manager,
controlling person or other business associate or participant of any kind of the Credit Parties or any of their respective Affiliates (or any other Person), and neither the Agent, the Issuing Bank nor any Lender intends to assume any such status at
any time; and (iii) neither the Agent, the Issuing Bank nor any Lender shall be deemed responsible for (or a participant in) any acts, omissions or decisions of the Credit Parties or any of their respective Affiliates, or any other Lender or, in the
case of Lenders or Issuing Bank, the Agent. 
  
 (vi) The Credit
Parties have no claims, demands, defenses, damages, suits, cross complaints, counterclaims, conditions, causes of action, debts, offsets, disgorgements or assertions of any kind or nature whatsoever, whether known or unknown, and whenever or however
arising that can be asserted to reduce or eliminate all or any part of their respective liability to repay the Obligations, or to seek any affirmative relief or damages of any kind or nature from the Agent, the Issuing Bank or Lenders, or any of
them, that arises out of or relates to any Prior Event (the “Claims”), and to the extent any such Claims exist, they are fully and forever released as provided in Section 7 below. 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 First Amendment and
occurred, existed, was taken, permitted or begun in accordance with, pursuant to or by virtue of any terms of this First Amendment, the Credit Agreement, the other Loan Documents, the transactions referred to herein and/or therein, or oral or
written agreement relating to any of the foregoing, including without limitation any approval or acceptance given or denied. To the extent any such Claims exist, they are fully, forever and irrevocably released as provided in Section 7.

  
 (b) The Agent, the Issuing Bank, the Lenders and each Credit
Party each hereby acknowledge, stipulate and agree as follows: 
  
 (i) As of the First Amendment Effective Date, the Loans and Reimbursement Obligations have accrued interest at the default rate as set forth in Section 5.1(c) of the Credit Agreement for the period commencing on May 15, 2003 through,
but excluding, the First Amendment Effective Date in an aggregate amount of $1,134,684.71; which amount shall be capitalized as additional principal to the amount of the Term Loan Commitment as reflected in the Amended and Restated Term Note of each
Term Loan Lender on a pro rata basis. 
  

 14 








 (ii) Upon the satisfaction (or waiver by the Lenders and the Issuing Bank) of the conditions precedent to
effectiveness of this First Amendment and upon the issuance of the Amended and Restated Term Notes evidencing the Obligations under the Credit Agreement after giving effect to the amendments thereof pursuant to this First Amendment, all Term Notes
previously executed by the Borrower to evidence the Obligations shall be deemed cancelled and of no further force and effect and shall be superseded by the Amended and Restated Term Notes executed and delivered to the Lenders by the Borrower
pursuant to this First Amendment. 
  
 (iii) Beginning no later
than June 1, 2004, each of the Borrower and the Lenders agree to use reasonable best efforts to replace all then outstanding Letters of Credit with letters of credit issued by an institution other than Wachovia Bank, National Association, which
replacement shall occur no later than December 31, 2004. Wachovia Bank, National Association has advised Lenders and Borrower of its intention to take steps regarding presently existing Letters of Credit to insure that the term of each of them
expires on or before December 31, 2004. Each of the Lenders and the Borrower have consented to such steps, which may include notices of termination of so-called evergreen Letters of Credit which, in turn, may result in presentation of draws under
those Letters of Credit if they are not replaced. 
  
 5. Waiver of Acknowledged
Defaults; Onetime Waiver, etc. 
  
 (a) The Borrower and the
other Credit Parties have requested that Agent and Lenders waive the exercise of their respective rights and remedies under the Credit Agreement and the other Loan Documents in respect of the Acknowledged Defaults. Effective upon the fulfillment of
each condition set forth in Section 3 above, Agent and each Lender agrees (x) to waive only the Acknowledged Defaults and (y) to waive the exercise of any rights or remedies arising solely by the occurrence of the Acknowledged Defaults.
Nothing contained in this First Amendment, the Credit Agreement or any other Loan Document shall constitute or be construed to be (i) a waiver or obligation to forbear in respect of any Default or Event of Default that is not an Acknowledged Default
or which may hereafter occur, whether of identical nature to the Acknowledged Defaults (including, without limitation, any Event of Default in respect of the covenants set forth in Section 10 of the Credit Agreement for any period after the
date hereof) or otherwise or (ii) a waiver of a continuing covenant, representation or warranty set forth in the Credit Agreement or any other Loan Document, all of which are hereby expressly reserved. 
  
 (b) Each of the waivers set forth in this Section 5 does not preclude
any exercise or further exercise of any other right, power, privilege or remedies under or in respect of the Credit Agreement or the other Loan Documents, at law, in equity or otherwise in connection with the obligations owing by Borrower
thereunder, and all collateral security and/or guarantees thereof, all of which are expressly reserved, including without limitation, the taking of any action or remedy based upon any Default or Event of Default other than the Acknowledged Defaults.

  
 (c) This First Amendment shall not be deemed or otherwise
construed to be a commitment or any other undertaking or expression of any willingness to engage in any discussions with any Credit Party or any other Person with respect to any waiver, amendment, modification or any change to the Credit Agreement
or the other Loan Documents or any rights or remedies arising in favor of the Agent, the Issuing Bank or the Lenders, or any of them, under or with respect to any such documents; or to be a waiver of, or consent to or a modification or 

 

 15 








 amendment of, any other term or condition of any other agreement by and among any Credit Party, on the one hand, and the
Agent, the Issuing Bank or any other Lender, on the other hand. 
  
 6.
Ratification of Obligations, Etc. By its execution of this First Amendment, each Credit Party (a) ratifies and reaffirms their obligations under the Credit Agreement (as modified by this First Amendment), the Subsidiary Guaranty and the other
Loan Documents to which it is a party in all respects, and confirms that each such agreement to which it is a party is valid and enforceable against such Credit Party, as applicable, and (b) agrees that there are no oral agreements or understandings
among any Credit Party and Agent or any Lender relating to this First Amendment, the Credit Agreement or any other Loan Document. 
  
 7. Release of Liability. (a) In consideration for the agreements of the Agent, the Issuing Bank and the Lenders set forth in this First Amendment, each Credit
Party and each of their respective Subsidiaries, any Person claiming by, through or under any Credit Party or their respective Subsidiaries and all of their respective, predecessors, successors and assigns (each, a “Releasor” and
collectively, the “Releasors”), hereby fully release, remise, waive and forever discharge Agent, the Issuing Bank and the Lenders, the parents of the Agent, the Issuing Bank and the Lenders, any or all of the Agent’s, the Issuing
Bank’s and the Lenders’ Subsidiaries and all other Affiliates, predecessors and successors of the Agent, the Issuing Bank and the Lenders, and all past and present Subsidiaries, Affiliates, officers, directors, agents, employees, servants,
partners, shareholders, attorneys, financial advisors, representatives and managers of the Agent, the Issuing Bank and the Lenders, for, from, and against any and all claims, counterclaims, liens, demands, defenses, causes of action, controversies,
offsets, obligations, losses, damages and liabilities of every kind and character whatsoever, set forth in, relating to or arising out of, or in any way connected with or resulting from the Commitments, any Extensions of Credit, the Obligations, the
Loan Documents or this First Amendment, including, without limitation, any action, omission, misrepresentation or other basis of liability founded either in tort or contract and the duties arising thereunder, that the Releasors, or any one or more
of them, has had in the past, or now has, whether known or unknown, whether asserted or unasserted, by reason of any matter, cause or thing. This section shall survive the termination of this First Amendment, the Credit Agreement or any other Loan
Document. 
  
 (b) Each Releasor has been advised by counsel with
respect to the release contained in Section 7(a). Each Releasor hereby affirms its intent to waive unknown claims and to waive any statutory protection available in any applicable jurisdiction with respect thereto. 
  
 8. Representations and Warranties. Each Credit Party, as applicable, represents and
warrants as follows: 
  
 (a) Each Credit Party is duly authorized
and empowered to enter into, to execute and deliver this First Amendment and to perform its obligations hereunder and under the other Loan Documents (as amended, modified, or required hereby) to which it is a party. The execution, delivery, and
performance by the Credit Parties of this First Amendment and the performance by it of each other Loan Document (as amended, modified, or required hereby) to which it is a party (a) have been duly authorized by all necessary corporate action and (b)
do not and will not (i) except as set forth in Schedule 8(a) hereto, require any consent or approval of the stockholders of any Credit Party, (ii) contravene any Credit Party’s charter, certificate of incorporation, operating 

 

 16 








 agreement or by-laws, (iii) violate, or cause to be in default under, any provision of any law, rule, regulation, order,
writ, judgment, injunction, decree, determination, or award in effect having applicability to any Credit Party, except to the extent such violation or default is immaterial individually or in the aggregate, (iv) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which any Credit Party is a party or by which it or its property may be bound or affected, except to the extent that any such breach or default
is immaterial individually or in the aggregate, or (v) result in, or require, the creation or imposition of any Lien (other than Liens expressly permitted under the Credit Agreement) upon or with respect to any of the property now owned or hereafter
acquired by any Credit Party. 
  
 (b) Updated Business
Plan. The Updated Business Plan reflects the sole and final business plan of the Borrower and has been approved and adopted by resolution of the Board of Directors of the Borrower. 
  
 (c) Enforceability. This First Amendment has been duly executed and delivered by Borrower and each Subsidiary
Guarantor. This First Amendment and each other Loan Document (as amended, modified, or required hereby) is the legal, valid and binding obligation of the Credit Parties, enforceable against such Credit Party in accordance with its terms, and is in
full force and effect. 
  
 (d) Representations and
Warranties. The representations and warranties contained in each Loan Document are true, correct, and complete in all material respects on and as of the date hereof as though made on and as of the date hereof (except to the extent such
representations or warranties relate solely to an earlier date). 
  
 (e) No Default. Except for the Acknowledged Defaults, no Default or Event of Default has occurred and is continuing on the date hereof or would result from the consummation of the transactions contemplated herein. 
  
 (f) SEC and NASDAQ Filings. As of the First Amendment Effective Date,
neither the SEC nor NASDAQ requires the Borrower to file (i) an amended Borrower’s Form 10-K for the Fiscal Year ended June 30, 2001 and (ii) an amended Borrower’s Form 10-K for the Fiscal Year ended June 30, 2002. 
  
 9. Miscellaneous. 
  
 (a) Execution in Counterparts. This First Amendment may be executed in any number of counterparts, by original,
facsimile or electronic mail signature, each of which, when so executed and delivered shall be deemed an original, all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of the
signature page of this First Amendment by facsimile or by electronic mail transmission shall be equally effective as delivery of a manually executed counterpart. Any party delivering an executed counterpart of the signature page to this First
Amendment by facsimile or by electronic mail transmission thereafter shall deliver promptly a manually executed counterpart, but the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding
effect of this First Amendment. 
  

 17 








 (b) No Other Amendment. The Credit Agreement, as amended hereby, shall be and remain in full force
and effect in accordance with its terms and hereby is ratified and confirmed in all respects. This First Amendment shall be deemed a part of and hereby is incorporated in the Credit Agreement. 
  
 (c) Governing Law. This First Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York, as more fully set forth in the Credit Agreement. 
  
 (d) Entire Agreement. This First Amendment, together with all other instruments, agreement, and certificates executed by the parties in connection
herewith or with reference thereto, embodies the entire understanding and agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supercedes all prior agreements, understanding, and inducements,
whether express or implied, oral or written. 
  
 (e) Titles and
Captions. Titles and captions of Articles, Sections and subsection in this First Amendment are for convenience only, and neither limit nor amplify the provisions of this First Amendment. 
  

 18 








 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their duly
authorized officers, all as of the day and year first written above. 
  

	
	 BORROWER:

	
	RURAL/METRO CORPORATION, A DELAWARE CORPORATION
		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	Name:	 	John S. Banas III
	 	

	Title:	 	Senior Vice President
	 	











	
	 AGENT:

	
	WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent
		
	By:	 	/s/    MELISSA MCDONALD        
	 	

	Name:	 	Melissa McDonald
	 	

	Title:	 	Vice President
	 	











	
	 LENDERS:

	
	SPECIAL VALUE BOND FUND II, LLC
		
	By:	 	 SVIM/MSM II, LLC

	 	 	 Its Managing Member

		
	By:	 	 TENNENBAUM & CO., LLC

	 	 	 Its Managing Member

		
	By:	 	/s/    HOWARD LEVKOWITZ        
	 	

	Name:	 	Howard Levkowitz
	 	

	Title:	 	Principal
	 	



  

	
	SPECIAL VALUE ABSOLUTE RETURN FUND, LLC
		
	By:	 	 SVAR/MM, LLC

	 	 	 Its Managing Member

		
	By:	 	 TENNENBAUM CAPITAL PARTNERS, LLC

	 	 	 Its Managing Member

		
	By:	 	 TENNENBAUM & CO., LLC

	 	 	 Its Managing Member

		
	By:	 	/s/    HOWARD LEVKOWITZ        
	 	

	Name:	 	Howard Levkowitz
	 	

	Title:	 	Principal
	 	











	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	/s/    WILLIAM E. MAGEE        
	 	

	 Name:
	 	 William E. Magee


	 Title:
	 	 Duly Authorized Signatory












	CERBERUS PARTNERS, L.P.
		
	By:	 	 CERBERUS ASSOCIATES, L.L.C.

	 	 	 Its General Partner

		
	By:	 	/s/    STEPHEN FEINBERG        
	 	

	 Name:
	 	 Stephen Feinberg


	 Title:
	 	 Managing Member












	PAM CAPITAL FUNDING LP
		
	By:	 	 HIGHLAND CAPITAL MANAGEMENT, L.P.,
 as Collateral Manager

		
	By:	 	/s/    TODD TRAVERS        
	 	

	 Name:
	 	 Todd Travers


	 Title:
	 	 Senior Portfolio Manager











 The undersigned are executing this First Amendment for the limited purpose of agreeing to the matters set
forth in Sections 4, 6, 7, 8 and 9 of this First Amendment. 
  

	 AID AMBULANCE AT VIGO
COUNTY, INC.,
 an Indiana corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 AMBULANCE TRANSPORT SYSTEMS,
INC.,
 a New Jersey corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 AMERICAN LIMOUSINE SERVICE,
INC.,
 an Ohio corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 BEACON TRANSPORTATION, INC.,

a New York corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 COASTAL EMS, INC.,
 a Georgia corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 CORNING AMBULANCE SERVICE
INC.,
 a New York corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 DONLOCK, LTD.,
 a Pennsylvania corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 E.M.S. VENTURES, INC.,
 a Georgia corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 EMS VENTURES OF SOUTH
CAROLINA, INC.,
 a South Carolina corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 EASTERN AMBULANCE SERVICE,
INC.,
 a Nebraska corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 EASTERN PARAMEDICS, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 GOLD CROSS AMBULANCE
SERVICES, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 GOLD CROSS AMBULANCE
SERVICE, OF PA., INC.,
 an Ohio corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 KEEFE & KEEFE, INC.,
 a New York corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 KEEFE & KEEFE AMBULETTE,
LTD.,
 a New York corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 LASALLE AMBULANCE INC.,
 a New York corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 MEDI-CAB OF GEORGIA,
INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 MEDICAL EMERGENCY DEVICES
AND SERVICES (MEDS), INC.,
 an Arizona corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 MEDICAL TRANSPORTATION SERVICES,
INC.,
 a South Dakota corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 MEDSTAR EMERGENCY MEDICAL
SERVICES, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 MERCURY AMBULANCE SERVICE,
INC.,
 a Kentucky corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 METRO CARE CORP., an Ohio corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 MO-RO-KO, INC., an Arizona corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 MULTI CAB INC., a New Jersey corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 MULTI-CARE INTERNATIONAL, INC., a New Jersey
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  
  

	 MULTI-CARE MEDICAL CAR SERVICE,
INC., a New Jersey corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 MULTI-HEALTH CORP., a Florida corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 MYERS AMBULANCE SERVICE, INC., an Indiana
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 NATIONAL AMBULANCE & OXYGEN SERVICE,
INC., a New York corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 NORTH MISS. AMBULANCE SERVICE, INC., a
Mississippi corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 PROFESSIONAL MEDICAL SERVICES, INC., an Arkansas
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 RISC AMERICA ALABAMA FIRE SAFETY SERVICES,
INC., a Delaware corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 R/M MANAGEMENT CO., INC., an Arizona corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 R/M OF MISSISSIPPI, INC., a Delaware corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 R/M OF TENNESSEE G.P., INC., a Delaware corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 R/M OF TENNESSEE L.P., INC., a Delaware corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 R/M OF TEXAS G.P., INC., a Delaware corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 R/M PARTNERS, INC., a Delaware corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RMC CORPORATE CENTER, L.L.C., an Arizona limited liability
company

		
	 By:
	 	 RURAL/METRO CORPORATION, an Arizona corporation, Its Member

		
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RMFD OF NEW JERSEY, INC., a Delaware
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO COMMUNICATIONS SERVICES, INC.,
a Delaware corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 RURAL/METRO CORPORATION, an Arizona corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO CORPORATION OF FLORIDA, a
Florida corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO CORPORATION OF TENNESSEE, a
Tennessee corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO FIRE DEPT., INC., an Arizona
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO HOSPITAL SERVICES, INC., a
Delaware corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 RURAL/METRO LOGISTICS, INC., a Delaware
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO MID-ATLANTIC, INC., a Delaware
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF ALABAMA, INC., a Delaware
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO MID-SOUTH, L.P., a Delaware limited
partnership

		
	 By:
	 	 R/M OF TENNESSEE, a Delaware corporation Its General Partner

		
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO PROTECTION SERVICES, INC., an
Arizona corporation (f/k/a Metropolitan Fire Dept., Inc.)

		
	 	 	 
		
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 RURAL/METRO OF ALABAMA, INC., a Delaware
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF ARKANSAS, INC., a Delaware
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF ARLINGTON, INC., a Delaware
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF BREWERTON, INC., a New York
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF CALIFORNIA, INC., a Delaware
corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF CENTRAL ALABAMA,
INC., a Delaware corporation

		
	 	 	 
	 By:
	 	 /s/    JOHN S. BANAS
III        


	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 RURAL/METRO OF CENTRAL
COLORADO, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF CENTRAL
OHIO, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF COLORADO,
INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF GEORGIA,
INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF GREATER
SEATTLE, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 RURAL/METRO OF INDIANA,
INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF INDIANA,
L.P.,
 a Delaware limited partnership

		
	 By:
	 	 THE AID AMBULANCE COMPANY, INC., a Delaware
corporation, Its General Partner

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF INDIANA
II, L.P.,
 a Delaware corporation

		
	 By:
	 	 THE AID AMBULANCE COMPANY, INC., a Delaware
corporation, Its General Partner

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF KENTUCKY,
INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF
MISSISSIPPI, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 RURAL/METRO OF NEBRASKA,
INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF NEW
YORK, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF NORTH
FLORIDA, INC.,
 a Florida corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF NORTH
TEXAS, L.P.,
 a Delaware limited partnership

		
	 By:
	 	 R/M OF TEXAS G.P. INC.,

a Delaware corporation
 Its General Partner

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF NORTHERN
OHIO, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 RURAL/METRO OF OHIO,
INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF OREGON,
INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF
ROCHESTER, INC.,
 a New York corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF SAN
DIEGO, INC.,
 a California corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF SOUTH
CAROLINA, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 RURAL/METRO OF SOUTH
DAKOTA, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF SOUTHERN
OHIO, INC.,
 an Ohio corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF
TENNESSEE, L.P.,
 a Delaware limited partnership

		
	 By:
	 	 R/M OF TENNESSEE, G.P., INC.,
 a Delaware corporation,
 Its General Partner

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF TEXAS,
INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 RURAL/METRO OF TEXAS,
L.P.,
 a Delaware limited partnership

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO OF
TENNESSEE, L.P.,
 a Delaware limited partnership

		
	 By:
	 	 R/M OF TEXAS G.P., INC.,
 a Delaware corporation,
 Its General Partner

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 RURAL/METRO TEXAS
HOLDINGS, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 SW GENERAL, INC.,
 an Arizona corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 SIOUX FALLS AMBULANCE,
INC.,
 a South Dakota corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 SOUTH GEORGIA EMERGENCY MEDICAL SERVICES, INC.,
 a Georgia corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 SOUTHWEST AMBULANCE OF
CASA GRANDE, INC.,
 an Arizona corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 SOUTHWEST AMBULANCE AND
RESCUE OF ARIZONA,
 an Arizona corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 SOUTHWEST AMBULANCE OF
NEW MEXICO, INC.,
 a New Mexico corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 SOUTHWEST AMBULANCE OF
TUCSON, INC.,
 an Arizona corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 SOUTHWEST GENERAL SERVICES,
INC.,
 an Arizona corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 THE AID AMBULANCE
COMPANY, INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary











	 THE AID COMPANY,
INC.,
 an Indiana corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 TOWNS AMBULANCE SERVICE,
INC.,
 a New York corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 VALLEY FIRE SERVICE,
INC.,
 a Delaware corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary



  

	 W & W LEASING COMPANY,
INC.,
 an Arizona corporation

		
	By:	 	/s/    JOHN S. BANAS III        
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Secretary