0001193125-03-057727 Sample Contracts

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 3rd, 2003 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Delaware

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”).

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REAFFIRMATION AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 3rd, 2003 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • New York

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”).

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • October 3rd, 2003 • Rural Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans

This Amendment No. 2 to Rights Agreement (this “Amendment”), dated as of September 26, 2003, is made between Rural/Metro Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, Inc., a Colorado corporation (f/k/a American Securities Transfer, Inc.) (the “Rights Agent”).

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