Amendment to the Registration Rights Agreement. dated as of 09/26/03



 Exhibit 4.5(a) 
  
 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT 
  
 This Amendment to Registration Rights Agreement (this “Amendment”), dated as of September 26, 2003, is made by and
among Rural/Metro Corporation, a Delaware corporation (the “Company”), and the Persons listed on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). 
  
 WHEREAS, the Company and the Holders are parties to that certain Registration
Rights Agreement, dated as of September 30, 2002 (the “Registration Rights Agreement”); 
  
 WHEREAS, the Company and the Holders are parties to that certain Reaffirmation and First Amendment to the Second Amended and Restated Credit Agreement,
dated as of the date hereof (the “Amendment to the Credit Agreement”); and 
  
 WHEREAS, the parties hereto acknowledge that the terms of the Amendment to the Credit Agreement require a corresponding amendment to the Registration Rights Agreement and agree that the terms of such amendment shall
be governed hereunder. 
  
 NOW THEREFORE, the parties hereto
mutually agree as follows: 
  
 1. Amendment to Recitals.
Paragraphs A and B are hereby amended and restated, in their entirety, to read as follows: 
  
 “A. The Holders acquired approximately 211,549 shares of Series B-1 Voting Preferred Stock, Series B-2 Non-Voting Preferred Stock,
and Series B-3 Preferred Stock, par value $.01 per share, of the Company (collectively, the “Series B Preferred Stock”) and are acquiring 283,979 shares of Series C Preferred Stock (the “Series C Preferred Stock”),
which Series B Preferred Stock and Series C Preferred Stock are convertible into shares of Common Stock of the Company, par value $.01 per share (the “Common Stock”), pursuant to the terms of that certain Second Amended and Restated Credit
Agreement, dated as of September 30, 2002, and as amended by that certain Reaffirmation and First Amendment to the Second Amended and Restated Credit Agreement, dated September 26, 2003 (the “Credit Agreement”). 
  
 B. It is a condition to the obligations of the lenders party
to the Credit Agreement that this Agreement be executed by the parties hereto in order to provide the Holders with certain registration rights with respect to the Registrable Securities (as defined below), and the parties are willing to execute this
Agreement and to be bound by the provision hereof.” 
  
 2.
Amendment to Section 1. The definition of “Registrable Securities” is hereby amended and restated, in its entirety, to read as follows: 







 ““Registrable Securities” means (i) all of the shares of Common Stock issuable upon
conversion of the Series B Preferred Stock and Series C Preferred Stock owned by the Holders; (ii) any Common Stock issued in respect of the shares described in clause (i) upon any stock split, stock dividend, recapitalization or other similar event
or otherwise on account of or in exchange for such securities; (iii) all of the shares of Series B Preferred Stock or Series C Preferred Stock owned or hereafter acquired by the Holders; (iv) any Series B Preferred Stock or Series C Preferred Stock
issued in respect of the shares described in clause (i) upon any stock split, stock dividend, recapitalization or other similar event or otherwise on account of or in exchange for such securities. Registrable Securities will cease to be Registrable
Securities when (a) they have been registered under the Securities Act, the registration statement in connection therewith has been declared effective and they have been disposed of pursuant to such effective registration statement, (b) they are
distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, (c) the Holder thereof may sell all of such Holder’s Registrable Securities without restriction pursuant to Rule 144(k) under the
Securities Act, or (d) they have been otherwise transferred and new certificates or other evidences of ownership for them (not bearing a legend to the effect that such securities have not been registered under the Securities Act and may not be sold
or transferred in the absence of registration or an exemption therefrom under the Securities Act, and not subject to any stop transfer order or other restriction on transfer) have been delivered by or on behalf of the Company, and they may be resold
without subsequent registration under the Securities Act.” 
  
 3. Amendment to Section 6(d). Section 6(d) of the Registration Rights Agreement is hereby amended and restated, in its entirety, to read as follows: 
  

(d) in connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2 hereof, the Company
will enter into any underwriting agreement reasonably necessary to effect the offer and sale of the Series B Preferred Stock, the Series C Preferred Stock and/ or the Common Stock, provided such underwriting agreement contains customary underwriting
provisions and is entered into by the Holders participating in such registration and provided further that, if the underwriter so requests, the underwriting agreement will contain customary contribution provisions on the part of the Company;

  
 4. Amendment to Section 15(b). Section 15(b) of the
Registration Rights Agreement is hereby amended and restated, in its entirety, to read as follows: 
  
 (b) Parties in Interest; Assignment. Except as otherwise set forth herein, all covenants, agreements, representations, warranties and undertakings contained in this Agreement shall be binding on and shall inure to the
benefit of the respective successors and assigns of the parties hereto (including transferees of any Registrable Securities) whether so expressed or not. The rights granted to a Holder of Series B Preferred Stock, Series C Preferred Stock or Common
Stock under this Agreement may be transferred by 







 such Holder (or his successor) to any affiliate or transferee of such Holder; provided, however, that the Company is
given written notice by the transferee at the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which such rights are being assigned. 
  
 5. Survival of Terms and Provisions of Registration Rights Agreement.
Except as expressly modified and superseded by this Amendment, all terms and provisions of the Registration Rights Agreement shall continue in full force and effect. The parties hereto agree that the Registration Rights Agreement, as amended hereby,
shall continue to be legal, valid, binding and enforceable against each party hereto, in accordance with the terms of the Registration Rights Agreement, as amended hereby. 
  
 6. Final Agreement. The Registration Rights Agreement, as amended hereby, represents the entire expression of the
parties with respect to the subject matter therein and herein, on the date this Amendment is executed. 
  
 7. Counterparts. This Amendment may be executed in any number of counterparts or via facsimile, all of which taken together, shall constitute an
original and one and the same instrument. 
  
 [Remainder of this
page intentionally left blank.] 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on date set forth above. 

 

	 COMPANY:
 RURAL/METRO CORPORATION, A DELAWARE
 CORPORATION

		
	 By:
	 	/s/    JOHN S. BANAS III
	 	

	 Name:
	 	 John S. Banas III


	 Title:
	 	 Senior Vice President












	HOLDERS:
	
	 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