Exhibit 99.1
AMENDMENT NO. 6 AND WAIVER
AMENDMENT NO.
6 AND WAIVER (this “ Amendment ”), dated as of
October 11, 2007, to that certain Credit Agreement, dated as
of March 4, 2005, (the “ Credit Agreement
”; capitalized terms used herein and not defined herein shall
have the meaning set forth in the Credit Agreement), among
RURAL/METRO OPERATING COMPANY, LLC, a Delaware limited liability
company (“ Borrower ”); the Lenders; CITIBANK,
N.A., as LC Facility issuing bank (in such capacity, the “
LC Facility Issuing Bank ”); CITICORP NORTH AMERICA,
INC., as administrative agent (in such capacity, the “
Administrative Agent ”) for the Lenders; JPMORGAN
CHASE BANK, N.A. (“ JPMCB ”), as syndication
agent (in such capacity, the “ Syndication Agent
”); and CITIGROUP GLOBAL MARKETS INC. (“ CGMI
”) and J.P. MORGAN SECURITIES INC. (“ JPMSI
”), as joint lead arrangers and joint lead bookrunners (in
such capacities, the “ Joint Lead Arrangers
”).
W I T N E S S
E T H:
WHEREAS,
Section 9.08 of the Credit Agreement permits the Credit
Agreement to be amended and waived from time to time;
NOW,
THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION ONE.
Amendments .
(a) The
following definitions shall be added in Section 1.01:
“ Amendment No. 6 Effective Date ” means
the date upon which Amendment No. 6 and Waiver to the Credit
Agreement becomes effective pursuant to the terms thereof.
“ Repricing Transaction ” means the refinancing
or repricing by Borrower of the Loans and/or LC Facility Deposits
under this Agreement (x) with any debt or
“synthetic” letter of credit arrangements (including,
without limitation, any new or additional term loans under this
Agreement) or (y) in connection with any amendment to this
Agreement, in either case, (i) having or resulting in an
effective interest rate or weighted average yield (to be determined
by the Administrative Agent, in consultation with Borrower,
consistent with generally accepted financial practice, after giving
effect to margins, upfront or similar fees or original issue
discount shared with all lenders or holders thereof, but excluding
the effect of any arrangement, structuring, syndication or other
fees payable in connection therewith that are not shared with all
lenders or holders thereof) as of the date of such refinancing that
is, or could be by the express terms of such Indebtedness (and not
by virtue of any fluctuation in any “base” rate), less
than the Applicable Margin for, or weighted average yield (to be
determined by the Administrative Agent, in consultation with
Borrower, on the same basis) of the Loans and/or LC Facility
Deposits, as applicable, as of the date of such repricing and
(ii) in the
case of a
refinancing of the Loans and/or LC Facility Deposits, the proceeds
of which are used to repay, in whole or in part, principal of
outstanding Loans and/or reduce the LC Facility Deposits;
provided that “Repricing Transaction” shall not
include the refinancing of all (and not less than all) of the
Loans, Commitments and LC Facility Deposits in connection with a
transaction in which the Equity Interests of Parent are converted
into, or converted into the right to receive, or exchanged for,
cash and/or Equity Interests of another Person.
(b) The
definition of “Applicable Margin” in Section 1.01
shall be replaced in its entirety with the following:
“ Applicable Margin ” means (i) with
respect to Revolving Loans (x) that are Eurodollar Loans, 350
basis points and (y) that are ABR Loans, 250 basis points,
(ii) with respect to Term Loans (x) that are Eurodollar
Loans, 350 basis points and (y) that are ABR Loans, 250 basis
points, and (iii) with respect to LC Facility Deposits, 350
basis points.
(c) The
definition of Obligations shall be amended by adding the words
“and premium, if any,” after the words “unpaid
principal of”.
(d) Section 2.05(c)(ii) of the Credit Agreement shall be
amended by adding at the end of such clause the following
sentence:
“Notwithstanding the foregoing, all of the Net Proceeds of
any Asset Sale permitted by Section 6.05(x) shall applied in
accordance with Section 2.05(e) within five (5) Business
Days of receipt thereof and shall not be permitted to be
reinvested.”
(e) A new
Section 2.05(c)(vi) shall be added as follows:
“If,
prior to the first anniversary of the Amendment No. 6
Effective Date, (x) Borrower effects any prepayment of Loans
or reduction of LC Facility Deposits in connection with any
Repricing Transaction, or (y) effects any amendment of this
Agreement resulting in a Repricing Transaction, Borrower shall pay
to the Administrative Agent, for the ratable account of each
Lender, (I) in the case of clause (x), a prepayment premium of
1% of the amount of Loans and/or LC Facility Deposits being prepaid
or returned, as applicable, and (II) in the case of clause
(y), a payment equal to 1% of the aggregate amount of Loans and/or
LC Facility Deposits outstanding immediately
