Amendment No. 2 To Rights Agreement



 Exhibit 4.1 
  
  
  
  
 RURAL/METRO CORPORATION 
 and 
 COMPUTERSHARE TRUST COMPANY,
N.A., 
 As Rights Agent 
  
  
  
  
 Amendment No. 2 
 to 
 Rights Agreement 
 Dated as of August 24, 2005 
  
  
  
  







 AMENDMENT NO. 2 
 TO 
 RIGHTS AGREEMENT 
 AMENDMENT NO. 2 (the “Amendment”), dated as of March 19, 2009 (the “Amendment Effective Date”) to that certain Rights Agreement,
dated as of August 24, 2005, as amended effective September 15, 2008 (the “Agreement”), between Rural/Metro Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as successor to
Computershare Trust Company, Inc. (the “Rights Agent”). All capitalized terms used, but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Agreement. 
 RECITALS 
 WHEREAS, the Board of
Directors of the Company has engaged in an ongoing analysis of the effect of Section 382 of the U.S. Internal Revenue Code (“Section 382”) on the Company and its ability to fully utilize its net operating losses in the future; and

 WHEREAS, after careful consideration of the Company’s improving position with respect to change-in-control ownership rules under
Section 382 and the Company’s desire to enhance trading capacity for existing and potential new stockholders, on March 10, 2009, the Board of Directors of the Company determined that it was in the best interests of the Company to
amend the Agreement to change the definition of Acquiring Person to increase the triggering threshold from 5% to 10%; 
 NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 
 Section 1.    Amendment to Definition of Acquiring Person.    Section 1(a) of the Agreement is hereby amended to provide in its entirety as follows: 







 “(a) “Acquiring Person” shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding except the term “Acquiring Person” shall not include (i) the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (ii) any Person who as of the
Amendment Effective Date is the Beneficial Owner of 10% or more of the Common Stock then outstanding (such Persons shall be hereinafter referred to individually as “Grandfathered Stockholder” and the Beneficial Ownership percentage of each
Grandfathered Stockholder as of the date hereof shall be referred to as such stockholder’s “Grandfathered Percentage”), unless and until such Person shall thereafter acquire Beneficial Ownership of an additional share of Common Stock
(other than an acquisition of Common Shares as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated equally), at which time such Person shall be deemed to be an
Acquiring Person; provided, however, that, if the Board of Directors of the Company determines in good faith that a Person that would otherwise qualify as an “Acquiring Person” has become such inadvertently, and such Person divests
as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person,” then such Person shall not be deemed to be or have been an “Acquiring Person” for any purposes
of this Agreement; provided, further, that the Board of Directors 

  

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of the Company may grant a waiver to any Person from the definition to increase such Person’s Beneficial Ownership up to a fixed percentage of the
Company’s outstanding Common Stock, not to exceed 15%, without such Person becoming an Acquiring Person to the extent the Board of Directors of the Company determines in advance that such increase is consistent with the best interest of the
Company and its stockholders. 
 Section 2.    Amendment to Distribution
Date.    Section 3(a) of the Agreement is hereby amended to provide in its entirety as follows: 
 “(a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date),
or (ii) the close of business on the tenth business day (or such later date as the Board shall determine) after the date that a tender or exchange offer by any Person (other than the company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding (unless a waiver is otherwise granted by the
Board of Directors of the Company) (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3)
by the 

  

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certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after
the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of
the Company, one or more right certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event
that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding
adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights
will be evidenced solely by such Rights Certificates. 
 Section 3.    Amendment to Adjustment of Purchase Price,
Number and Kind of Shares or Number of Rights.    Section 11(a)(ii)(B) of the Agreement is hereby amended to provide in its entirety as follows: 
 “(B) any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary
of the 

  

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Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its
Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding (unless such Person is a Grandfathered Stockholder or a waiver is
otherwise granted by the Board of Directors), unless the event causing the 10% threshold to be crossed is a transaction set forth in Section 13(a) hereof, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange
offer for all outstanding shares of Common Stock at a price and on terms determined by the Board of Directors, after receiving advice from one or more investment banking firms, to be (a) at a price which is fair to stockholders (taking into
account all factors which such members of the Board deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and
(b) otherwise in the best interests of the Company and its stockholders, or” 
 Section 4.    Counterparts.    This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. 
 Section 5.    Descriptive
Headings.    Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 
  

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 Section 16.    No Other Changes.    Except as
specifically provided for in this Amendment, the Agreement and each and every provision thereof shall remain in full force and effect. 
  

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

			
	RURAL/METRO CORPORATION
		
	By	 	 
	 Name:
 Title:


  

			
	COMPUTERSHARE TRUST COMPANY, N.A.
		
	By	 	 
	 Name:
 Title:


  

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