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Exhibit 10.60
FOURTH AMENDMENT TO
PROVISIONAL WAIVER AND STANDSTILL AGREEMENT
THIS FOURTH AMENDMENT to Provisional Waiver and Standstill Agreement
(this "Fourth Amendment") is made and entered into as of the 31st day of
January, 2001, by the Lenders party to the Credit Agreement identified below and
FIRST UNION NATIONAL BANK, as Agent for the Lenders, and RURAL/METRO
CORPORATION, a corporation organized under the laws of Delaware (the
"Borrower").
Statement of Purpose
Pursuant to the Provisional Waiver and Standstill Agreement dated as of
March 14, 2000 (as amended, restated, supplemented or otherwise modified, the
"Waiver Agreement"), the Borrower, the Agent and the Lenders, each a party to
the Amended and Restated Credit Agreement dated as of March 16, 1998 (as amended
by the First Amendment dated as of June 30, 1998 and as further amended,
restated, supplemented or otherwise modified, the "Credit Agreement"), agreed to
waive the Acknowledged Defaults provisionally for a period of 30 days after
March 14, 2000 and to defer the exercise of remedies during such period, subject
to the express terms and provisions of the Waiver Agreement.
Pursuant to the First Amendment to the Provisional Waiver and
Standstill Agreement dated as of April 13, 2000 (the "First Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to continue to
waive the Acknowledged Defaults provisionally until July 14, 2000, or earlier if
certain other specified events occur, and to continue negotiations with the
Agent and the Lenders to amend or otherwise restructure the Credit Agreement.
Pursuant to the Second Amendment to the Provisional Waiver and
Standstill Agreement dated as of July 14, 2000 (the "Second Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to further
continue to waive the Acknowledged Defaults provisionally until October 16,
2000, or earlier if certain other specified events occur, and to further
continue negotiations with the Agent and the Lenders to amend or otherwise
restructure the Credit Agreement.
Pursuant to the Third Amendment to the Provisional Waiver and
Standstill Agreement dated as of October 16, 2000 (the "Third Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to further
continue to waive the Acknowledged Defaults provisionally until January 31,
2001, or earlier if certain other specified events occur, and to further
continue negotiations with the Agent and the Lenders to amend or otherwise
restructure the Credit Agreement. The Borrower, the Agent and the Lenders are
continuing to negotiate but
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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 Fourth
Amendment. This Fourth Amendment shall be deemed to be one of the Loan Documents
under and pursuant to the Credit Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Effect of Amendment and Acknowledgments by Borrower. Except as
expressly amended hereby, the Third Amendment, the Second Amendment, the First
Amendment, the Waiver Agreement, the Credit Agreement and each other Loan
Document, shall be and remain in full force and effect. The amendments granted
in this Fourth Amendment are specific and limited and shall not constitute a
modification, acceptance or waiver of any other provision of the Third
Amendment, the Second Amendment, the First Amendment, the Waiver Agreement, the
Credit Agreement, the other Loan Documents or any other document or instrument
entered into in connection therewith, or a future modification, acceptance or
waiver of the provisions set forth therein. For avoidance of doubt, but in no
way limiting the scope and breadth of the previous sentences in this paragraph,
each Credit Party hereby reaffirms each of the acknowledgments and agreements
made by it in Sections 1 (except as expressly amended in 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 Fourth 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 $144,336,415.00 (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."
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b. Section 2 shall hereby be amended by deleting Section 2 and
replacing it in its entirety with the following:
"Provisional Waiver and Limited Deferral. The Lenders and the
Agent respectively agree to waive the Acknowledged Defaults
provisionally and to defer the exercise of any rights or remedies
arising by reason of Events of Default that have occurred solely as a
result of the occurrence of the Acknowledged Defaults until that date
(as so extended and as may be further extended, the "Waiver Maturity
Date") which is the earliest to occur of: (a) April 15, 2001; (b) the
occurrence of any Event of Default other than (i) the Acknowledged
Defaults or (ii) any breach of the financial covenants that are the
subject of the Acknowledged Defaults as of the fiscal quarters ending
March 31, 2000, June 30, 2000, September 30, 2000, December 31, 2000
and March 31, 2001; (c) any Event of Default (as such term is defined
in the Senior Note Indenture (as defined below)) that shall have
occurred under the Indenture dated as of March 16, 1998, by and among
the Borrower, the subsidiaries acting as Guarantors thereto, and U.S.
Bank National Association, a national banking association, successor to
the First National Bank of Chicago, as Trustee (the "Senior Note
Indenture"); or (d) the breach of any of the further conditions or
agreements provided in the Waiver Agreement as amended by the First
Amendment, the Second Amendment, the Third Amendment and this Fourth
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 amended by adding the following
paragraph 4(m) to the end of Section 4:
"(m) A definitive term sheet providing for the repayment
and/or restructuring of the Existing Extensions of Credit shall have been
executed by the Borrower, the Guarantors, the Agent and the Lenders by no later
than the close of business on February 20, 2001."
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 Fourth Amendment and occurred, existed, was
taken, permitted or begun in accordance with, pursuant to or by virtue of any
terms of this Fourth Amendment, the transactions referred to herein, any Loan
Document or oral or written agreement
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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 releases 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 Fourth 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 Fourth Amendment, duly executed and delivered by
the Credit Parties, the Agent and the Lenders
constituting Required Lenders;
(ii) a cash flow projection (the "Cash Flow Projection")
for the Borrower and its Subsidiaries for each week
up through and including April 15, 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 & ▇▇▇▇▇ LLP and the
Lender Financial Consultant.
c. The Borrower shall have made a payment of five hundred
thousand ($500,000.00) dollars to the Agent and the Lenders in respect of
accrued and unpaid Deferred Interest.
7. Governing Law. THE WAIVER AGREEMENT, AS AMENDED BY THE FIRST
AMENDMENT, THE SECOND AMENDMENT, THE THIRD 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
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STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW
PRINCIPLES THEREOF.
8. Miscellaneous.
a. Reversal of Payments. To the extent the Borrower makes a
payment or payments to the Agent for the ratable benefit of Lenders pursuant to
the Waiver Agreement, as amended by the First Amendment, the Second Amendment,
the Third Amendment and as amended herein, the Notes or any other Loan Document
which payments or proceeds or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, state
or federal law, common law or equitable cause, then, to the extent of such
payment or proceeds repaid, the Obligations or part thereof intended to be
satisfied shall be revived and continued in full force and effect as if such
payment or proceeds had not been received by the Agent.
b. Arbitration.
(i) Binding Arbitration. Upon demand of any party,
whether made before or after institution of any judicial
proceeding, any dispute, claim or controversy arising out of,
connected with or relating to the Waiver Agreement, as amended
by the First Amendment, the Second Amendment, the Third
Amendment and as amended herein, the Notes or any other Loan
Documents ("Disputes"), between or among parties to this
Fourth Amendment, the Notes or any other Loan Document shall
be resolved by binding arbitration as provided herein.
Institution of a judicial proceeding by a party does not waive
the right of that party to demand arbitration hereunder.
Disputes may include, without limitation, tort claims,
counterclaims, claims brought as class actions, claims arising
from Loan Documents executed in the future, or claims
concerning any aspect of the past, present or future
relationships arising out or connected with the Loan
Documents. Arbitration shall be conducted under and governed
by the Commercial Financial Disputes Arbitration Rules (the
"Arbitration Rules") of the American Arbitration Association
(the "AAA") and Title 9 of the U.S. Code. All arbitration
hearings shall be conducted in Charlotte, North Carolina. The
expedited procedures set forth in Rule 51, et seq., of the
Arbitration Rules shall be applicable to claims of less than
$1,000,000. All applicable statutes of limitation shall apply
to any Dispute. A judgment upon the award may be entered in
any court having jurisdiction. The panel from which all
arbitrators are selected shall be comprised of licensed
attorneys. The single arbitrator selected for expedited
procedure shall be a retired judge from the highest court of
general jurisdiction, state or federal, of the state where the
hearing will be conducted. The arbitrators shall be appointed
as provided in the Arbitration Rules.
(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
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jurisdiction or by self help to exercise or prosecute the
following remedies: (A) all rights to foreclose against any
real or personal property or other security by exercising a
power of sale granted in the Loan Documents or under
applicable law or by judicial foreclosure and sale, (B) all
rights of self help including peaceful occupation of property
and collection of rents, set off, and peaceful possession of
property and (C) obtaining provisions or ancillary remedies
including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and in filing an
involuntary bankruptcy proceeding. Preservation of these
remedies does not limit the power of any arbitrator to grant
similar remedies that may be requested by a party in a
Dispute.
c. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE AGENT, EACH LENDER AND THE BORROWER HEREBY IRREVOCABLY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER
PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THE WAIVER AGREEMENT,
AS AMENDED BY THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT AND
AS AMENDED HEREIN, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS.
d. Survival of Terms of Agreement. The waivers, agreements,
covenants, representations and warranties of each Credit Party in the Waiver
Agreement, as amended by the First Amendment, the Second Amendment, the Third
Amendment and as amended herein, shall survive the Waiver Maturity Date.
e. Side Letter. The letter from the Borrower to the Agent dated
July 17, 2000 that was executed in connection with the Second Amendment shall
remain in full force and effect and shall be a Loan Document.
9. Counterparts. This Fourth 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.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed as of the date and year first above written.
BORROWER:
RURAL/METRO CORPORATION, a Delaware
corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ III
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ III
Senior Vice President
[Signature pages follow.]
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LENDERS:
FIRST UNION NATIONAL BANK,
as Agent and Lender
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
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FLEET BANK, N.A., as Lender
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
Vice President
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OAKTREE CAPITAL MANAGEMENT, LLC, as
general partner and/or investment manager
of certain funds and accounts it manages.
By:/s/
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Name:
-------------------------------
Title:
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ABN AMRO BANK NV, as Lender
By:/s/
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Name:
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Title:
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▇▇▇▇▇ FARGO BANK, as Lender
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Duly Authorized Signatory
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Lender
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
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BNP PARIBAS, as Lender
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
Managing Director
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
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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 Fourth Amendment; acknowledge that
the Senior Debt as defined in and with respect to the Intercompany Subordination
Agreement include the obligations under this Fourth 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 JANUARY 31, 2001.
AID AMBULANCE AT VIGO COUNTY, INC., an Indiana corporation, AMBULANCE TRANSPORT
SYSTEMS, INC., a New Jersey corporation, AMERICAN LIMOUSINE SERVICE, INC., an
Ohio corporation, ARROW AMBULANCE, INC., an Idaho corporation, BEACON
TRANSPORTATION, INC., a New York corporation, COASTAL EMS, INC., a Georgia
corporation, CORNING AMBULANCE SERVICE INC., a New York corporation, DONLOCK,
LTD., a Pennsylvania corporation, E.M.S. VENTURES, INC., a Georgia corporation,
EMS VENTURES OF SOUTH CAROLINA, INC., a South Carolina corporation, EASTERN
AMBULANCE SERVICE, INC., a Nebraska corporation, EASTERN PARAMEDICS, INC., a
Delaware corporation, GOLD CROSS AMBULANCE SERVICES, INC., a Delaware
corporation, GOLD CROSS AMBULANCE SERVICE OF PA., INC., an Ohio corporation,
▇▇▇▇▇ & ▇▇▇▇▇, INC., a New York corporation, ▇▇▇▇▇ & ▇▇▇▇▇ 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, ▇▇▇▇▇ 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/ ▇▇▇▇ ▇. ▇▇▇▇▇ III
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ III
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/ ▇▇▇▇ ▇. ▇▇▇▇▇ III
---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ III
Secretary
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EXHIBIT A
FORM OF CASH FLOW PROJECTION
