Exhibit 99.1
WAIVER NO. 1
WAIVER NO. 1 (this “
Waiver ”), dated as of March 13, 2007, under that
certain Credit Agreement, dated as of March 4, 2005, as
amended prior to the date hereof (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 provisions of the Credit Agreement to be
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. Waiver and
Acknowledgment .
(a) The Lenders hereby waive the
Default arising out of (i) the Borrower’s failure to
comply with Section 5.01(b) and (c) of the Credit
Agreement with respect to the fiscal quarter ended
December 31, 2006 and any failure of Borrower to provide the
related notification required by 5.01(g) with respect thereto and
(ii) any Default under Section 7.01(e) due to a default
under any Material Indebtedness arising solely out of the failure
to timely file a quarterly report on 10-Q, or otherwise provide
financial information or certification, for the quarter ended
December 31, 2006; provided that t
