8-K

Item 1.01 Entry into a Material Definitive Agreement.

Indentures

On March 4 2005, Rural/Metro Corporation (the “Company”) entered into an indenture (the “Discount Notes Indenture”) with Wells Fargo Bank, N.A., as trustee, relating to the issuance by the Company of $93,500,000 aggregate principal amount at maturity of its 12-3/4% senior discount notes due 2016. Also on March 4, 2005, Rural/Metro Operating Company, LLC (“Rural/Metro LLC”), a newly formed wholly owned subsidiary of the Company and Rural/Metro (Delaware) Inc. (together with Rural/Metro LLC, the “Senior Subordinated Notes Issuers”), also a newly formed company, and a wholly owned subsidiary of Rural/Metro LLC, and the Company and certain subsidiaries of Rural/Metro LLC (the “Guarantors”) entered into an indenture (the “Subordinated Notes Indenture”) with Wells Fargo Bank, N.A., as trustee, relating to the issuance by the Subordinated Notes Issuers of $125,000,000 aggregate principal amount of their 9-7/8% Senior Subordinated Notes due 2015. The Company may withdraw its guarantee of the senior subordinated notes at any time at its sole discretion.

The senior subordinated notes and the senior discount notes were sold in private placement transactions, have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold absent registration or an applicable exemption from registration requirements.

The senior subordinated notes will mature on March 15, 2015. Interest on the senior subordinated notes is payable on March 15 and September 15 of each year, beginning on September 15, 2005. The Senior Subordinated Notes Issuers may redeem some of or all the senior subordinated notes at any time on or after March 15, 2010 at redemption prices of 104.938%, 103.292% and 101.646% of the principal amount thereof if the redemption occurs during the 12-month periods beginning on March 15 of the years 2010, 2011 and 2012, respectively, and at a redemption price of 100% of the principal amount thereof on and after March 15, 2013, in each case, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to March 15, 2008, the Senior Subordinated Notes Issuers may redeem up to 35% of the senior subordinated notes with the proceeds from certain equity offerings at a redemption price of 109.875% of the principal amount of the senior subordinated notes to be redeemed. If the Senior Subordinated Notes Issuers experience a change of control, they may be required to offer to purchase the senior subordinated notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

The senior subordinated notes are unsecured senior subordinated obligations of the Senior Subordinated Notes Issuers and the Guarantors and will be subordinated to all their existing and future senior indebtedness, including the new senior secured credit facility (described below). Each of Rural/Metro LLC’s direct and indirect subsidiaries that have guaranteed obligations under the new senior secured credit facility, other than Rural/Metro (Delaware) Inc., have guaranteed the senior subordinated notes. These

guarantees are unsecured and will be subordinated to all existing and future senior obligations of the Guarantors, including their guarantees of the new senior secured credit facility.

The senior discount notes will mature on March 15, 2016. No cash interest will accrue on the notes prior to March 15, 2010. Thereafter, interest on the senior discount notes is payable in cash on March 15 and September 15 of each year, beginning on September 15, 2010. The senior discount notes had an initial accreted value of $536.99 per $1,000 principal amount at maturity. The accreted value of each senior discount note will increase from the date of issuance until March 15, 2010 at a rate of 12-3/4% per annum compounded semiannually such that the accreted value will equal the principal amount at maturity of each senior discount note on that date. The Company may redeem some of or all the senior discount notes at any time on or after March 15, 2010 at redemption prices of 106.375%, 104.250% and 102.125% of the accreted principal amount thereof if the redemption occurs during the 12-month periods beginning on March 15 of the years 2010, 2011 and 2012, respectively, and at a redemption price of 100% of the accreted principal amount thereof on and after March 15, 2013, in each case, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to March 15, 2008, the Company may redeem up to 35% of the senior discount notes with the proceeds from certain equity offerings at a redemption price of 112.75% of the principal amount of the senior discount notes to be redeemed. If the Company experiences a change of control, it may be required to offer to purchase the senior discount notes at a purchase price equal to 101% of their accreted value plus accrued and unpaid interest.

The senior discount notes are the Company’s unsecured senior obligations and will rank equally in right of payment with all its existing and future unsecured senior obligations and senior to its subordinated indebtedness. The senior discount notes will be effectively subordinated to the Company’s existing and future secured indebtedness, including its guarantee of the new senior secured credit facility, to the extent of the assets securing that indebtedness. The senior discount notes are not guaranteed by any of the Company’s subsidiaries and will be structurally subordinated to all obligations of the Company’s subsidiaries, including the senior subordinated notes, the new senior secured credit facility and the guarantees of the other guarantors of the senior subordinated notes and the new senior secured credit facility.

The Senior Subordinated Notes Indenture and the Senior Discount Notes Indenture (the “Indentures”) include covenants that limit the ability of the Company, the Senior Subordinated Notes Issuers and their restricted subsidiaries to, among other things: incur additional debt; pay dividends on their capital stock or repurchase their capital stock; make certain investments; enter into certain types of transactions with affiliates; limit dividends or other payments by their restricted subsidiaries to the Company and the Senior Discount Notes Issuers; use assets as security in other transactions; and sell certain assets or merge with or into other companies. The restricted covenants are subject to a number of important exceptions and qualifications set forth in the Indentures.

2

The Indentures provide for customary events of default, including failure to make required payments; failure to comply with certain agreements or covenants; failure to pay, or acceleration of, certain other material indebtedness; certain events of bankruptcy and insolvency; and failure to pay certain judgments. An event of default under the Indentures will allow either the trustee or the holders of at least 25% in principal amount of the then-outstanding senior subordinated notes or senior discount notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the senior subordinated notes or senior discount notes.

The Company used the proceeds from the offerings of the senior subordinated notes and senior discount notes and borrowings under the new senior secured credit facility, together with cash on hand, to finance the tender offer for and consent solicitation relating to the Company’s 7-7/8% $150,000,000 Senior Notes due 2008 (the “Old Notes”), to redeem the existing senior notes not acquired in the tender offer, to repay amounts outstanding under the Company’s existing senior credit facility and to pay certain fees and expenses related to the refinancing transactions. The cash tender offer and consent solicitation with respect to the Old Notes expired at 11:59 p.m., New York City time, on March 3, 2005 (the “Expiration Time”). As of the Expiration Time, the Company had accepted tenders of notes from holders of approximately 92% of the Old Notes outstanding pursuant to the Offer to Purchase and Consent Solicitation Statement dated February 3, 2005 and the related Consent and Letter of Transmittal.

The foregoing description of the senior subordinated notes and the senior discount notes and the Indentures is qualified in its entirety by reference to the Indentures (including the form of senior subordinated notes and the senior discount notes attached thereto), copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Report.

Registration Rights Agreements

In connection with the issuance of the senior subordinated notes, the Senior Subordinated Notes Issuers, the Guarantors and the initial purchasers of the Senior Subordinated Notes entered into a registration rights agreement dated March 4, 2005 (the “Senior Subordinated Notes Registration Rights Agreement”). Under the Senior Subordinated Notes Registration Rights Agreement, the Senior Subordinated Notes Issuers and the Guarantors agree, among other things, to use their reasonable best efforts to file and cause to become effective an exchange offer registration statement with the Securities and Exchange Commission (“SEC”) with respect to a registered offer (the “Senior Subordinated Notes Exchange Offer”) to exchange the senior subordinated notes for notes of the senior subordinated notes Issuers substantially identical in all material respects to the senior subordinated notes. Under certain circumstances, in lieu of a registered exchange offer, the Senior Subordinated Notes Issuers and the Guarantors have agreed to file a shelf registration statement with the SEC with respect to the resale of the senior subordinated notes. In the event that the Senior Subordinated Notes Exchange Offer is not filed within 240 days or consummated within 300 days of the original issue date of the senior subordinated notes, the annual interest rate borne by the Senior

3

Subordinated Notes shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such registration default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum.

In connection with the issuance of the senior discount notes, the Company and the initial purchasers of the Senior Discount Notes entered into a registration rights agreement dated March 4, 2005 (the “Senior Discount Notes Registration Rights Agreement”). Under the Senior Discount Notes Registration Rights Agreement, the Company agrees, among other things, to use its reasonable best efforts to file and cause to become effective an exchange offer registration statement with the SEC with respect to a registered offer (the “Senior Discount Notes Exchange Offer”) to exchange the senior discount notes for notes of the Company substantially identical in all material respects to the senior discount notes. Under certain circumstances, in lieu of a registered exchange offer, the Company has agreed to file a shelf registration statement with the SEC with respect to the resale of the Senior Discount Notes. In the event that the Senior Discount Notes Exchange Offer is not filed within 240 days or consummated within 300 days of the original issue date of the Senior Discount Notes, the annual interest rate borne by the senior discount notes shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of such registration default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum.

The foregoing descriptions of the Senior Subordinated Notes Registration Rights Agreement and the Senior Discount Notes Registration Rights Agreement are qualified in their entirety by reference to the Senior Subordinated Notes Registration Rights Agreement and the Senior Discount Notes Registration Rights Agreement, copies of which are filed as Exhibit 4.3 and Exhibit 4.4 to this Report.

Credit Agreement

On March 4, 2005, Rural/Metro LLC entered into a credit agreement, dated as of March 4, 2005 (the “Credit Agreement”), with the Lenders party thereto, Citicorp North America, Inc., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Lead Bookrunners. The Credit Agreement provides for a $135 million term loan B facility maturing in 2011, a $35 million prefunded letter of credit facility maturing in 2011 and a $20 million revolving credit facility maturing in 2010.

Indebtedness under the Credit Agreement is guaranteed by the Company and each of Rural/Metro LLC’s current and future direct and indirect domestic subsidiaries (the “Guarantors”) and is secured by a lien on substantially all Rural/Metro LLC’s and the Guarantors’ current and future property, including all equity interests in Rural/Metro LLC and its current subsidiaries and 65% of the equity interests in any future foreign subsidiaries.

4

The Term Loan B facility and each advance under the revolving credit facility will bear interest at variable rates based on LIBOR plus 2.50%, in the case of the Term Loan B facility, and LIBOR plus 3.25% in the case of revolving loans. The Term Loan B facility will amortize at a rate of 1% per year with the balance due at maturity. The Credit Agreement allows Rural/Metro LLC to prepay loans at its option at any time without premium or penalty except breakage costs.

Rural/Metro LLC will be required to pay a fee equal to 0.50% per annum of the undrawn commitments under the revolving facility.

The revolving credit facility provides that up to $10.0 million of letters of credit may be issued thereunder. The separate prefunded letter of credit facility (the “L/C Facility”) is available to support and/or replace existing and future bonding and insurance deductible arrangements of Rural/Metro LLC and the Guarantors. Each of the lenders under the L/C Facility (the “L/C Lenders”) deposited cash in an amount equal to their commitments under the L/C Facility (the “Credit-Linked Deposits”) in an account held by the Agent Bank under its exclusive dominion and control (the “Credit-Linked Account”). Neither Rural/Metro LLC nor any of its subsidiaries has the right, title or interest in or to the Credit-Linked Account and no L/C Lender has the right to withdraw any funds in the Credit-Linked Account. If the issuing lender under the L/C Facility makes a payment under any letter of credit that is not reimbursed by Rural/Metro LLC within one business day, the Agent Bank will reimburse such lender for such payment with funds from the Credit-Linked Deposits. The Agent Bank will invest the Credit-Linked Deposits so that they will earn a return (the “Return on Deposits”) per annum equal to (i) LIBOR minus (ii) a fee (which shall initially be 15 basis points and shall thereafter be subject to adjustment by the Agent Bank based on market conditions, herein referred to as the “Cost Amount”). The Agent will pay the Return on Deposits to the L/C Lenders monthly in arrears and upon any termination or reduction of the L/C Facility. Rural/Metro LLC will pay the L/C Lenders a participation fee equal to 2.50% per annum of the aggregate amount of the L/C Facility plus the Cost Amount. Rural/Metro LLC will also be permitted to seek commitments for an additional $10.0 million of capacity under the letter of credit facility.

The Credit Agreement requires Rural/Metro LLC and its subsidiaries to meet certain financial tests, including a minimum interest coverage ratio, a maximum total leverage ratio and a minimum fixed charge coverage ratio. The Credit Agreement also contains covenants which among other things limit the incurrence of additional indebtedness, dividends, transactions with affiliates, asset sales, acquisitions, mergers, prepayments of other indebtedness, liens and encumbrances, capital expenditures, business activities limitations on the Company, as a holding company, and other matters customarily restricted in such agreements.

The Credit Agreement contains customary events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain

5

other indebtedness, certain events of bankruptcy and insolvency, the occurrence of a change in control and judgment defaults.

On March 4, 2005, Rural/Metro LLC borrowed $135.0 million under the Term Loan B Facility. As described under “Indentures” above, the Company used such initial borrowings and the proceeds from the sale of the Senior Subordinated Notes and the Senior Discount Notes and available cash to fund the payment of consideration and certain costs relating to the Company’s cash tender offer and consent solicitation with respect to its outstanding Old Notes and to repay amounts outstanding under its previous revolving credit facility (the Amended and Restated Credit Agreement dated as of March 16, 1998, as amended or modified from time to time, by and among the Company as borrower, certain of its subsidiaries as Guarantors, the lenders referred to therein, and First Union National Bank, as agent and as lender).

The foregoing descriptions of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Report.

Item 1.02 Termination of a Material Definitive Agreement.

The information included in Item 1.01 of this Report with respect to the previous revolving credit facility and Old Notes is incorporated by reference into this Item 1.02

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Report is incorporated by reference into this Item 2.03

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit Description

4.1   Indenture, dated as of March 4, 2005, between Rural/Metro Corporation as issuer and Wells Fargo Bank, National Association as trustee.

4.2   Indenture, dated as of March 4, 2005, among Rural/Metro Operating Company, LLC and Rural/Metro (Delaware) Inc. as issuers, Rural/Metro Corporation as guarantor, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

4.3   Registration Rights Agreement, dated as of March 4, 2005, among Rural/Metro Corporation and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.

4.4   Registration Rights Agreement, dated as of March 4, 2005, among Rural/Metro Corporation, Rural/Metro Operation Company, LLC, Rural/Metro (Delaware) Inc., the

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guarantors named therein and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.

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Exhibit Index

Exhibit No. Description

4.1 Indenture, dated as of March 4, 2005, between Rural/Metro Corporation as issuer and Wells Fargo Bank, National Association as trustee.

4.2 Indenture, dated as of March 4, 2005, among Rural/Metro Operating Company, LLC and Rural/Metro (Delaware) Inc. as issuers, Rural/Metro Corporation as guarantor, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

4.3 Registration Rights Agreement, dated as of March 4, 2005, among Rural/Metro Corporation and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.

4.4 Registration Rights Agreement, dated as of March 4, 2005, among Rural/Metro Corporation, Rural/Metro Operation Company, LLC, Rural/Metro (Delaware) Inc., the guarantors named therein and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.

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EX-4.1

                                                                     EXHIBIT 4.1

================================================================================

                            RURAL/METRO CORPORATION,


                                    as Issuer

                     12 3/4% Senior Discount Notes due 2016

                            ________________________


                                    INDENTURE


                            ________________________

                            Dated as of March 4, 2005

                            ________________________


                             WELLS FARGO BANK, N.A.,
                                   as Trustee






================================================================================



                                TABLE OF CONTENTS

                                                                                                     

                                                                                                                 Page
                                                                                                                 ----

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.        Definitions...................................................................................1
Section 1.02.        Other Definitions............................................................................21
Section 1.03.        Incorporation by Reference of Trust Indenture Act............................................23
Section 1.04.        Rules of Construction........................................................................23

                                    ARTICLE 2
                                    THE NOTES

Section 2.01.        Amount of Notes; Issuable in Series..........................................................24
Section 2.02.        Form and Dating..............................................................................25
Section 2.03.        Execution and Authentication.................................................................25
Section 2.04.        Registrar and Paying Agent...................................................................26
Section 2.05.        Paying Agent to Hold Money in Trust..........................................................27
Section 2.06.        Holder Lists.................................................................................27
Section 2.07.        Transfer and Exchange........................................................................27
Section 2.08.        Replacement Notes............................................................................28
Section 2.09.        Outstanding Notes............................................................................28
Section 2.10.        Temporary Notes..............................................................................29
Section 2.11.        Cancellation.................................................................................29
Section 2.12.        Defaulted Interest...........................................................................29
Section 2.13.        CUSIP Numbers, ISINs, etc....................................................................29

                                    ARTICLE 3
                                   REDEMPTION

Section 3.01.        Optional Redemption..........................................................................30
Section 3.02.        Redemption with Proceeds of Equity Offerings.................................................30
Section 3.03.        Method and Effect of Redemption..............................................................30
Section 3.04.        Deposit of Redemption Price..................................................................32

                                    ARTICLE 4
                                    COVENANTS

Section 4.01.        Payment of Notes.............................................................................32
Section 4.02.        Reports and Other Information................................................................33
Section 4.03.        Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock....................34
Section 4.04.        Limitation on Restricted Payments............................................................36
Section 4.05.        Dividend and Other Payment Restrictions Affecting Subsidiaries..............................38
Section 4.06.        Asset Sales..................................................................................40




                                       i




                                                                                                                Page
                                                                                                                ----
                                                                                                           
Section 4.07.        Transactions with Affiliates.................................................................42
Section 4.08.        Change of Control............................................................................43
Section 4.09.        Compliance Certificate.......................................................................45
Section 4.10.        Further Instruments and Acts.................................................................45
Section 4.11.        Liens........................................................................................45
Section 4.12.        [Reserved]...................................................................................45
Section 4.13.        Maintenance of Office or Agency..............................................................45
Section 4.14.        Business Activities..........................................................................46
Section 4.15.        Payment for Consent..........................................................................46
Section 4.16.        [Reserved]...................................................................................46
Section 4.17.        Limitation on Designations of Unrestricted Subsidiaries.....................................46

                                    ARTICLE 5
                     MERGER, CONSOLIDATION OR SALE OF ASSETS

Section 5.01.        Consolidation, Merger or Sale of Assets of the Issuer........................................47

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01.        Events of Default............................................................................49
Section 6.02.        Acceleration.................................................................................50
Section 6.03.        Other Remedies...............................................................................52
Section 6.04.        Waiver of Past Defaults......................................................................52
Section 6.05.        Control by Majority..........................................................................52
Section 6.06.        Limitation on Suits..........................................................................52
Section 6.07.        Rights of the Holders to Receive Payment.....................................................53
Section 6.08.        Collection Suit by Trustee...................................................................53
Section 6.09.        Trustee May File Proofs of Claim.............................................................53
Section 6.10.        Priorities...................................................................................53
Section 6.11.        Undertaking for Costs........................................................................54
Section 6.12.        Waiver of Stay or Extension Laws.............................................................54
Section 6.13.        Waiver of Substantive Consolidation Claims...................................................54

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.        Duties of Trustee............................................................................55
Section 7.02.        Rights of Trustee............................................................................56
Section 7.03.        Individual Rights of Trustee.................................................................57
Section 7.04.        Trustee's Disclaimer.........................................................................57
Section 7.05.        Notice of Defaults...........................................................................57
Section 7.06.        Reports by Trustee to the Holders............................................................57
Section 7.07.        Compensation and Indemnity...................................................................57
Section 7.08.        Replacement of Trustee.......................................................................58
Section 7.09.        Successor Trustee by Merger..................................................................59



                                       ii




                                                                                                                Page
                                                                                                                ----
                                                                                                           
Section 7.10.        Eligibility; Disqualification................................................................59
Section 7.11.        Preferential Collection of Claims Against Issuer.............................................60

                                    ARTICLE 8
                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01.        Discharge of Liability on Notes..............................................................60
Section 8.02.        Defeasance...................................................................................60
Section 8.03.        Conditions to Defeasance.....................................................................61
Section 8.04.        Application of Trust Money...................................................................63
Section 8.05.        Repayment to Issuer..........................................................................63
Section 8.06.        Indemnity for Government Obligations.........................................................63
Section 8.07.        Reinstatement................................................................................63

                                    ARTICLE 9
                             AMENDMENTS AND WAIVERS

Section 9.01.        Without Consent of the Holders...............................................................63
Section 9.02.        With Consent of the Holder...................................................................64
Section 9.03.        Compliance with Trust Indenture Act..........................................................65
Section 9.04.        Revocation and Effect of Consents and Waivers................................................65
Section 9.05.        Notation on or Exchange of Notes.............................................................66
Section 9.06.        Trustee to Sign Amendments...................................................................66
Section 9.07.        Additional Voting Terms; Calculation of Principal Amount.....................................66

                                   ARTICLE 10
                                   [RESERVED]


                                   ARTICLE 11
                                   [RESERVED]


                                   ARTICLE 12
                                   [RESERVED]


                                   ARTICLE 13
                                  MISCELLANEOUS

Section 13.01.       Trust Indenture Act Controls.................................................................67
Section 13.02.       Notices......................................................................................67
Section 13.03.       Communication by the Holders with Other Holders..............................................68
Section 13.04.       Certificate and Opinion as to Conditions Precedent...........................................68
Section 13.05.       Statements Required in Certificate or Opinion................................................68
Section 13.06.       When Notes Disregarded.......................................................................69
Section 13.07.       Rules by Trustee, Paying Agent and Registrar.................................................69
Section 13.08.       Legal Holidays...............................................................................69
Section 13.09.       Governing Law................................................................................69
Section 13.10.       Jurisdiction; Consent to Service of Process..................................................69



                                      iii




                                                                                                                Page
                                                                                                                ----
                                                                                                           
Section 13.11.       No Recourse Against Others...................................................................70
Section 13.12.       Successors...................................................................................70
Section 13.13.       Multiple Originals...........................................................................70
Section 13.14.       Table of Contents; Headings..................................................................70
Section 13.15.       Indenture Controls...........................................................................70
Section 13.16.       Severability.................................................................................70

Appendix A  -         Provisions Relating to Initial Notes, Additional Notes and
                      Exchange Notes

EXHIBIT INDEX

Exhibit A   -         Initial Note
Exhibit B   -         Exchange Note
Exhibit C   -         Form of Transferee Letter of Representation


                                       iv


                              CROSS-REFERENCE TABLE

TIA                                                                  Indenture
Section                                                              Section
- -------                                                              -------

310(a)(1)........................................................    7.10
     (a)(2)......................................................    7.10
     (a)(3)......................................................    N.A.
     (a)(4)......................................................    N.A.
     (b).........................................................    7.08; 7.10
     (c).........................................................    N.A.
311(a)...........................................................    7.11
     (b).........................................................    7.11
     (c).........................................................    N.A.
312(a)...........................................................    2.06
     (b).........................................................    13.03
     (c).........................................................    13.03
313(a)...........................................................    7.06
     (b)(1)......................................................    N.A.
     (b)(2)......................................................    7.06
     (c).........................................................    7.06
     (d).........................................................    4.02; 4.09
314(a)...........................................................    4.02; 4.09
     (b).........................................................    N.A.
     (c)(1)......................................................    13.04
     (c)(2)......................................................    13.04
     (c)(3)......................................................    N.A.
     (d).........................................................    N.A.
     (e).........................................................    13.05
     (f).........................................................    4.10
315(a)...........................................................    7.01
     (b).........................................................    7.05
     (c).........................................................    7.01
     (d).........................................................    7.01
     (e).........................................................    6.11
316(a) (last sentence)...........................................    13.06
     (a)(1)(A)...................................................    6.05
     (a)(1)(B)...................................................    6.04
     (a)(2)......................................................    N.A.
     (b).........................................................    6.07
317(a)(1)........................................................    6.08
     (a)(2)......................................................    6.09
     (b).........................................................    2.05
318(b)...........................................................    13.01

N.A. Means Not Applicable.

Note:    This Cross-Reference Table shall not, for any purposes, be deemed to be
         part of this Indenture.



           INDENTURE dated as of March 4, 2005 between RURAL/METRO CORPORATION,
a Delaware corporation, as issuer (the "ISSUER") and WELLS FARGO BANK, N.A., a
national banking association, as trustee.

           Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of (a) $93,500,000 aggregate
principal amount at maturity (issued at a discount to generate approximately
$50,208,565 in gross proceeds) of the Issuer's 12 3/4% Senior Discount Notes due
2016 (the "ORIGINAL NOTES") issued on the date hereof (together with the Senior
Subordinated Notes, the "OFFERINGS"), (b) any Additional Notes (as defined
herein) that may be exchanged for Original Notes or otherwise issued after the
date hereof in the form of Exhibit A (all such securities in clauses (a) and
(b), excluding the Senior Subordinated Notes, being referred to collectively as
the "INITIAL NOTES"), and (c) if and when issued as provided in the Registration
Rights Agreement (as defined in Appendix A hereto (the "APPENDIX")) or otherwise
registered under the Securities Act (as defined in the Appendix) and issued, the
Issuer's 12 3/4% Senior Discount Notes due 2016 (the "EXCHANGE NOTES" and,
together with the Initial Notes, the "NOTES") issued in the Registered Exchange
Offer (as defined in the Appendix) in exchange for any Initial Notes or
otherwise registered under the Securities Act and issued in the form of Exhibit
B. Subject to the conditions and compliance with the covenants set forth in this
Indenture, the Issuer may issue an unlimited aggregate principal amount at
maturity of Additional Notes.

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE


           Section 1.01. Definitions.

           "ACCRETED VALUE" means, as of any date (the "SPECIFIED DATE"), the
amount provided below for each $1,000 principal amount at maturity of Notes:

               (1) if the Specified Date occurs on one of the following dates
          (each, a "SEMI-ANNUAL ACCRUAL DATE"), the Accreted Value will equal
          the amount set forth below for such Semi-Annual Accrual Date:

                  SEMI-ANNUAL ACCRUAL DATE             ACCRETED VALUE

                  September 15, 2005                   $     573.38
                  March 15, 2006                       $     609.93
                  September 15, 2006                   $     648.82
                  March 15, 2007                       $     690.18
                  September 15, 2007                   $     734.18
                  March 15, 2008                       $     780.98
                  September 15, 2008                   $     830.77
                  March 15, 2009                       $     883.73
                  September 15, 2009                   $     940.07
                  March 15, 2010                       $   1,000.00


          the foregoing Accreted Values shall be increased, if necessary, to
          reflect any accretion of Registration Default Damages;

               (2) if the Specified Date occurs before the first Semi-Annual
          Accrual Date, the Accreted Value will equal the sum of (A) the
          original issue price of a Note and (B) an amount equal to the product
          of (x) the Accreted Value for the first Semi-Annual Accrual Date less
          such original issue price multiplied by (y) a fraction, the numerator
          of which is the number of days from the Issue Date to the Specified
          Date, using a 360-day year of twelve 30-day months, and the
          denominator of which is the number of days elapsed from the Issue Date
          to the first Semi-Annual Accrual Date, using a 360-day year of twelve
          30-day months;

               (3) if the Specified Date occurs between two Semi-Annual Accrual
          Dates, the Accreted Value will equal the sum of (A) the Accreted Value
          for the Semi-Annual Accrual Date immediately preceding such Specified
          Date and (B) an amount equal to the product of (x) the Accreted Value
          for the immediately following Semi-Annual Accrual Date less the
          Accreted Value for the Semi-Annual Accrual Date immediately preceding
          such Specified Date multiplied by (y) a fraction, the numerator of
          which is the number of days from the immediately preceding Semi-Annual
          Accrual Date to the Specified Date, using a 360-day year of twelve
          30-day months, and the denominator of which is 180; or

               (4) if the Specified Date occurs on or after the Full Accretion
          Date, the Accreted Value will equal $1,000.

           "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary,
or at the time it merges or consolidates with the Issuer or any of the
Restricted Subsidiaries or Indebtedness assumed by the Issuer or any Restricted
Subsidiary in connection with the acquisition of assets from such Person and in
each case whether or not incurred by such Person in connection with, or in
anticipation or contemplation of, such Person becoming a Restricted Subsidiary
or such acquisition, merger or consolidation.

           "ADDITIONAL NOTES" means additional 12 3/4% Senior Discount Notes due
2016 issued under the terms of this Indenture in accordance with Section 4.03.

           "AFFILIATE" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person..
The term "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative of the
foregoing.

           "APPLICABLE PREMIUM" means with respect to any Note on any applicable
redemption date, the excess of:

               (x) the present value at such redemption date of the redemption
          price of such Notes at March 15, 2010 (such redemption price being set
          forth in the table appearing in Section 3.01) computed using a
          discount rate equal to the Treasury Rate as of such redemption date
          plus 50 basis points; over


                                       2


               (y) the then Accreted Value of the Note being redeemed.

           "ASSET ACQUISITION" means (1) an Investment by Issuer or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
become a Restricted Subsidiary, or shall be merged with or into the Issuer or
any Restricted Subsidiary, or (2) the acquisition by the Issuer or any
Restricted Subsidiary of the assets of any Person (other than a Restricted
Subsidiary) which assets are used or useful in a Permitted Business, other than
in the ordinary course of business.

           "ASSET SALE" means any direct or indirect sale, issuance, conveyance,
lease (other than operating leases entered into in the ordinary course of
business), assignment or other transfer (other than the granting of a Lien in
accordance with this Indenture) for value by the Issuer or any of the Restricted
Subsidiaries (including any Sale and Leaseback Transaction) to any Person other
than the Issuer or a Restricted Subsidiary of (a) any Capital Stock of any
Restricted Subsidiary or (b) any other property or assets of the Issuer or any
Restricted Subsidiary; provided, however, that Asset Sales shall not include:

               (1) a transaction or series of related transactions for which the
          Issuer or the Restricted Subsidiaries receive aggregate consideration
          or which has a Fair Market Value of less than $2.0 million;

               (2) the sale, lease, conveyance, disposition or other transfer of
          all or substantially all of the assets of the Issuer as permitted by
          Article Five or any transaction that constitutes a Change of Control;

               (3) any Restricted Payment made in accordance with Section 4..04
          or a Permitted Investment;

               (4) the designation of a Restricted Subsidiary made in accordance
          with Section 4.17;

               (5) the sale or other disposition of cash or Cash Equivalents;

               (6) the sale of obsolete or worn out equipment or any other
          property (including inventory or equipment) that, in the reasonable
          judgment of the Issuer, is obsolete or worn out and is no longer
          useful in the conduct of the business of the Issuer and its Restricted
          Subsidiaries;

               (7) Permitted Liens; or

               (8) the sale of inventory and products in the ordinary course of
          business.

           "ATTRIBUTABLE INDEBTEDNESS" in respect of a Sale and Leaseback
Transaction means, as at the time of determination, the greater of


                                       3


               (1) the fair value of the property subject to such arrangement;
          and

               (2) the present value (discounted at the rate of interest
          implicit in such transaction, determined in accordance with GAAP) of
          the total obligations of the lessee for rental payments during the
          remaining term of the lease included in such Sale and Leaseback
          Transaction (including any period for which such lease has been
          extended).

           "BENEFICIAL OWNER" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Owns" and "Beneficially Owned" have a
corresponding meaning.

           "BOARD OF DIRECTORS" means, as to any Person, the board of directors
of such Person or any duly authorized committee thereof.

           "BOARD RESOLUTION" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

           "BUSINESS DAY" means a day other than a Saturday, Sunday or other day
on which commercial banking institutions in New York City are authorized or
required by law to close.

           "CAPITAL STOCK" means

               (1) with respect to any Person that is a corporation, any and all
          shares, interests, rights to purchase, warrants, options (whether or
          not currently exercisable), participations or other equivalents
          (however designated and whether or not voting) representing interests
          in corporate stock, including each class of Common Stock and Preferred
          Stock of such Person and

               (2) with respect to any Person that is not a corporation, any and
          all partnership or other Equity Interests of such Person.

           "CAPITALIZED LEASE OBLIGATION" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

           "CASH EQUIVALENTS" means:

               (1) marketable direct obligations issued by, or unconditionally
          guaranteed by, the United States Government or issued by any agency
          thereof and backed by the full faith and credit of the United States,
          in each case maturing within one year from the date of acquisition
          thereof;


                                       4


               (2) marketable direct obligations issued by any state of the
          United States of America or any political subdivision of any such
          state or any public instrumentality thereof maturing within one year
          from the date of acquisition thereof and, at the time of acquisition,
          having one of the two highest ratings obtainable from either Standard
          & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc.
          ("S&P") or Moody's Investors Service, Inc. ("MOODY'S");

               (3) commercial paper maturing no more than one year from the date
          of creation thereof and, at the time of acquisition, having a rating
          of at least A-1 from S&P or at least P-1 from Moody's;

               (4) certificates of deposit or bankers' acceptances maturing
          within one year from the date of acquisition thereof issued by any
          bank organized under the laws of the United States of America or any
          State thereof or the District of Columbia or any U.S. branch of a
          foreign bank having at the date of acquisition thereof combined
          capital and surplus of not less than $250.0 million;

               (5) repurchase obligations with a term of not more than seven
          days for underlying securities of the types described in clause (1)
          above entered into with any bank meeting the qualifications specified
          in clause (4) above; and

               (6) investments in money market funds which invest substantially
          all their assets in securities of the types described in clauses (1)
          through (5) above.

           "CHANGE OF CONTROL" means the occurrence of any of the following
events:

               (1) any "person" or "group" (as such terms are used in Sections
          13(d) and 14(d) of the Exchange Act), is or becomes the beneficial
          owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
          except that for purposes of this clause that person or group shall be
          deemed to have "beneficial ownership" of all securities that any such
          person or group has the right to acquire, whether such right is
          exercisable immediately or only after the passage of time), directly
          or indirectly, of Voting Stock representing 35% or more of the voting
          power of the total outstanding Voting Stock of the Issuer;

               (2) during any period of two consecutive years, individuals who
          at the beginning of such period constituted the Board of Directors of
          the Issuer (together with any new directors whose election to such
          Board of Directors or whose nomination for election by the
          stockholders of the Issuer was approved by a vote of the majority of
          the directors of the Issuer then still in office who were either
          directors at the beginning of such period or whose election or
          nomination for election was previously so approved) cease for any
          reason to constitute a majority of the Board of Directors of the
          Issuer;


                                       5


               (3) (a) all or substantially all of the assets of the Issuer and
          the Restricted Subsidiaries, taken as a whole, are sold or otherwise
          transferred to any Person other than a Wholly-Owned Restricted
          Subsidiary or (b) the Issuer consolidates or merges with or into
          another Person or any Person consolidates or merges with or into the
          Issuer, in either case under this clause (3), in one transaction or a
          series of related transactions in which immediately after the
          consummation thereof Persons owning Voting Stock representing in the
          aggregate a majority of the total voting power of the Voting Stock of
          the Issuer immediately prior to such consummation do not own Voting
          Stock representing a majority of the total voting power of the Voting
          Stock of the Issuer or the surviving or transferee Person;

               (4) the Issuer shall adopt a plan of liquidation or dissolution
          or any such plan shall be approved by the stockholders of the Issuer;
          or

               (5) the Issuer shall cease to directly or indirectly own 100% of
          the Capital Stock of Rural/Metro LLC.

           "CODE" means the United States Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to the Code are to the Code as in effect on the
date of this Indenture and any subsequent provisions of the Code amendatory
thereof, supplemental thereto or substituted therefor.

           "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, or if at any time after the execution of this
Indenture such Commission is not existing and performing the applicable duties
now assigned to it, then the body or bodies performing such duties at such time.

           "COMMON STOCK" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of such Person's common stock, whether outstanding on the
Issue Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.

           "CONSOLIDATED EBITDA" means, with respect to the Issuer, for any
period, the sum (without duplication) of:

               (1) Consolidated Net Income; and

               (2) to the extent Consolidated Net Income has been reduced
          thereby and with respect to the portion of Consolidated Net Income
          attributable to any Restricted Subsidiary only to the extent that the
          declaration of dividends or similar distributions by that Restricted
          Subsidiary of that income is not restricted by a contract, operation
          of law or otherwise at the date of determination:

                    (A) all income taxes paid or accrued in accordance with GAAP
               for such period;

                    (B) Consolidated Interest Expense, and

                    (C) Consolidated Non-cash Charges,


                                       6


          less any non-cash items increasing Consolidated Net Income (other than
          (i) accruals of revenue in the ordinary course of business and (ii)
          reversals of prior accruals or reserves for non-cash items) for such
          period, all as determined on a consolidated basis for the Issuer and
          the Restricted Subsidiaries in accordance with GAAP.

           "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect to any
Person, the ratio of Consolidated EBITDA of any Person during the four full
fiscal quarters (the "FOUR QUARTER PERIOD") ending on or prior to the date of
the transaction giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio for which financial statements are available (the
"TRANSACTION DATE") to Consolidated Fixed Charges of any Person for the Four
Quarter Period. In addition to and without limitation of the foregoing, for
purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed
Charges" shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:

               (1) the incurrence or repayment of any Indebtedness or issuance
          or redemption of Preferred Stock of any Person or any of the
          Restricted Subsidiaries (and the application of the proceeds thereof)
          giving rise to the need to make such calculation and any incurrence or
          repayment of other Indebtedness or issuance or redemption of Preferred
          Stock (and the application of the proceeds thereof), other than the
          incurrence or repayment of Indebtedness in the ordinary course of
          business for working capital purposes pursuant to working capital
          facilities, occurring during the Four Quarter Period or at any time
          subsequent to the last day of the Four Quarter Period and on or prior,
          to the Transaction Date, as if such incurrence or repayment or
          issuance or redemption, as the case may be (and the application of the
          proceeds thereof), occurred on the first day of the Four Quarter
          Period; and

               (2) any asset sales or other dispositions or Asset Acquisitions
          (including, without limitation, any Asset Acquisition giving rise to
          the need to make such calculation as a result of any Person or one of
          its Restricted Subsidiaries (including any Person who becomes a
          Restricted Subsidiary as a result of the Asset Acquisition) incurring,
          assuming or otherwise being liable for Acquired Indebtedness and also
          including any Consolidated EBITDA (including any pro forma expense and
          cost reductions calculated on a basis consistent with Regulation S-X
          under the Exchange Act or certified as expected to occur within six
          months after such transaction in a Board Resolution of such Person)
          attributable to the assets which are the subject of the Asset
          Acquisition or asset sale or other disposition during the Four Quarter
          Period) occurring during the Four Quarter Period or at any time
          subsequent to the last day of the Four Quarter Period and on or prior
          to the Transaction Date as if such asset sale or other disposition or
          Asset Acquisition (including the incurrence, assumption or liability
          for any such Acquired Indebtedness) occurred on the first day of the
          Four Quarter Period.

           If any Person or any of its Restricted Subsidiaries directly or
indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if such
Person or Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.


                                       7


           "CONSOLIDATED FIXED CHARGES" means, with respect to any Person for
any period, the sum, without duplication, of:

               (1) Consolidated Interest Expense, plus

               (2) the product of (x) the amount of all dividend payments on any
          series of Preferred Stock of such Person or any of its Restricted
          Subsidiaries (other than dividends paid in Qualified Capital Stock)
          paid, accrued and/or scheduled to be paid or accrued during such
          period times (y) a fraction, the numerator of which is one and the
          denominator of which is one minus the then current effective
          consolidated federal, state, foreign and local income tax rate of such
          Person, expressed as a decimal.

           Furthermore, in calculating "Consolidated Fixed Charges":

               (1) interest on outstanding Indebtedness determined on a
          fluctuating basis as of the Transaction Date and which will continue
          to be so determined thereafter shall be deemed to have accrued at a
          fixed rate per annum equal to the rate of interest on such
          Indebtedness in effect on the Transaction Date;

               (2) if interest on any Indebtedness actually incurred on the
          Transaction Date may optionally be determined at an interest rate
          based upon a factor of a prime or similar rate, a eurocurrency
          interbank offered rate, or other rates, then the interest rate in
          effect on the Transaction Date will be deemed to have been in effect
          during the Four Quarter Period; and

               (3) notwithstanding clause (1) above, interest on Indebtedness
          determined on a fluctuating basis, to the extent such interest is
          covered by agreements relating to Interest Swap Obligations, shall be
          deemed to accrue at the rate per annum in effect on the Transaction
          Date resulting after giving effect to the operation of such agreements
          on such date.

           "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
any period, the sum of, without duplication:

               (1) the aggregate of the interest expense of such Person and the
          Restricted Subsidiaries for such period determined on a consolidated
          basis in accordance with GAAP, including without limitation or
          duplication,

                    (A) any amortization of debt discount and amortization or
               write-off of deferred financing costs (other than the write-off
               of deferred financing charges as a result of the Refinancing and
               the amortization of deferred financing charges arising from the
               Refinancing),

                    (B) the net payments and receipts under Interest Swap
               Obligations,

                    (C) all capitalized interest,


                                       8


                    (D) commissions, discounts and other fees and charges owed
               with respect to letters of credit securing financial obligations,
               bankers' acceptance financing and receivables financings,

                    (E) all other non-cash interest expense, and

                    (F) all interest payable with respect to discontinued
               operations;

               (2) the interest component of Capitalized Lease Obligations and
          Attributable Indebtedness paid, accrued and/or scheduled to be paid or
          accrued by such Person and its Restricted Subsidiaries during such
          period as determined on a consolidated basis in accordance with GAAP.

           "CONSOLIDATED NET INCOME" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP; provided that there shall be excluded therefrom:

               (1) net gains and losses from asset sales;

               (2) extraordinary or non-recurring gains, losses and charges
          (determined on an after-tax basis);

               (3) the net income (but not loss) of any Restricted Subsidiary to
          the extent that the declaration of dividends or similar distributions
          by that Restricted Subsidiary of that income is restricted by a
          contract, operation of law or otherwise (other than restrictions
          applicable to Rural/Metro LLC and its Restricted Subsidiaries);

               (4) the net income or loss of any Person, other than a Restricted
          Subsidiary, except, in the case of net income, to the extent of cash
          dividends or distributions paid to any Person or to its Restricted
          Subsidiaries by such Person or, in the case of a loss, to the extent
          such loss is required to be funded in cash;

               (5) any restoration to income of any contingency reserve, except
          to the extent that provision for such reserve was made out of
          Consolidated Net Income accrued at any time following the Issue Date;

               (6) income or loss attributable to discontinued operations
          (including, without limitation, operations disposed of during such
          period whether or not such operations were classified as
          discontinued);

               (7) gains and losses due solely to fluctuations in currency
          values and the related tax effects according to GAAP;

               (8) unrealized gains and losses with respect to Interest Swap
          Obligations;


                                       9


               (9) in the case of a successor to the Issuer by consolidation or
          merger or as a transferee of such Person's assets, any earnings of the
          successor corporation prior to such consolidation, merger or transfer
          of assets;

               (10) cumulative effect of any change in accounting principle; and

               (11) any non-cash compensation arising from the award or exercise
          of stock options, stock awards or restricted stock of such Person.

           "CONSOLIDATED NON-CASH CHARGES" means, with respect to any Person,
for any period, the aggregate depreciation, amortization and other non-cash
expenses or charges of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such charge which
requires an accrual of or a reserve for cash charges for any future period).

           "CREDIT AGREEMENT" means the Credit Agreement to be dated as of the
Issue Date, among the Issuer, the guarantors party thereto, the lenders party
thereto in their capacities as lenders thereunder and JP Morgan Chase Bank, NA,
as syndication agent, and Citicorp North America, Inc., as administrative agent,
together with the related documents thereto (including, without limitation, any
notes, guarantees, collateral and security documents, Interest Swap Obligations
and other instruments and agreements executed in connection therewith), in each
case as such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder (provided that such increase in borrowings is permitted by Section
4.03) or adding Subsidiaries as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

           "CREDIT FACILITIES" means one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders or other investors providing
for revolving credit loans, term loans or letters of credit, in each case as
amended, modified, renewed, refunded, replaced, restated, substituted or
refinanced in whole or in part from time to time.

           "DEFAULT" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice of both would be, an Event of
Default.

           "DISQUALIFIED CAPITAL STOCK" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
mandatorily exchangeable for Indebtedness, or is redeemable or exchangeable for
Indebtedness, at the sole option of the holder thereof on or prior to 91 days
after the final maturity date of the Notes.

           "DTC" means The Depository Trust Company.


                                       10


           "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

           "EQUITY OFFERING" means a sale of common equity capital of the
Issuer.

           "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto, and the rules and regulations of
the Commission promulgated thereunder.

           "FAIR MARKET VALUE" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair Market
Value shall be determined by the Board of Directors of Issuer acting reasonably
and in good faith and shall be evidenced by a Board Resolution of the Board of
Directors of the Issuer.

           "FOREIGN SUBSIDIARY" means a Restricted Subsidiary not organized or
existing under the laws of the United States of America or any state or
territory thereof and any direct or indirect subsidiary of such Restricted
Subsidiary.

           "FOUR QUARTER PERIOD" has the meaning set forth in the definition of
Consolidated Fixed Charge Coverage Ratio.

           "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accounts and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect on the Issue
Date.

           "GOVERNMENT SECURITIES" means securities that are:

               (1) direct obligations of the United States of America for the
          timely payment of which its full faith and credit is pledged; or

               (2) obligations of a Person controlled or supervised by and
          acting as an agency or instrumentality of the United States of America
          the timely payment of which is unconditionally guaranteed as a full
          faith and credit obligation by the United States of America;

which, in either case, are not callable or redeemable at the option of the
issuers thereof, and shall also include a depository receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such Government Securities or a specific payment of principal of or
interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Securities or the specific payment
of principal of or interest on the Government Securities evidenced by such
depository receipt.


                                       11


           "GUARANTEE" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, through letters of credit
or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness or other obligations.

           "HOLDER" means any registered holder, from time to time, of any
Notes.

           "INDEBTEDNESS" means, with respect to any Person, without
duplication:

               (1) all indebtedness of such Person for borrowed money;

               (2) all indebtedness of such Person evidenced by bonds,
          debentures, notes or other similar instruments;

               (3) all Capitalized Lease Obligations of such Person;

               (4) all indebtedness of such Person issued or assumed as the
          deferred purchase price of property, all conditional sale obligations
          and all indebtedness under any title retention agreement (but
          excluding trade accounts payable and other accrued liabilities arising
          in the ordinary course of business that are not overdue by 90 days or
          more or are being contested in good faith by appropriate proceedings
          promptly instituted and diligently conducted);

               (5) all indebtedness for the reimbursement of any obligor on any
          letter of credit, banker's acceptance or similar credit transaction;

               (6) guarantees and other contingent obligations in respect of
          Indebtedness of any other Person referred to in clauses (1) through
          (5) above and clause (8) below;

               (7) all indebtedness of any other Person of the type referred to
          in clauses (1) through (6) which are secured by any Lien on any
          property or asset of such Person, the amount of such indebtedness
          being deemed to be the lesser of the Fair Market Value of such
          property or asset or the amount of the indebtedness so secured;

               (8) all indebtedness under Interest Swap Obligations of such
          Person; and

               (9) all Disqualified Capital Stock of such Person with the amount
          of Indebtedness represented by such Disqualified Capital Stock being
          equal to the greater of its voluntary or involuntary liquidation
          preference and its maximum fixed repurchase price, but excluding
          accrued and unpaid dividends, if any.

           For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness


                                       12


shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the Fair Market Value of such Disqualified
Capital Stock, such Fair Market Value shall be determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital
Stock. For the avoidance of doubt, letters of credit issued pursuant to the
dedicated letter of credit facility contained in the Credit Agreement shall
constitute "Indebtedness" under this definition only as and when they are
required, in accordance with GAAP, to be accounted for as indebtedness on the
face of the Issuer's balance sheet.

           "INDENTURE" means this Indenture as amended or supplemented from time
to time.

           "INDEPENDENT FINANCIAL ADVISOR" means a firm

               (1) which does not, and whose directors, officers and employees
          and Affiliates do not, have a direct or indirect material financial
          interest in or control relationship with the Issuer; and

               (2) which, in the judgment of the Board of Directors of the
          Issuer, is otherwise independent and qualified to perform the task for
          which it is to be engaged.

           "INITIAL PURCHASERS" means, collectively, Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc.

           "INTEREST SWAP OBLIGATIONS" means the obligations of the Issuer and
the Restricted Subsidiaries pursuant to any arrangement with any other Person,
whereby, directly or indirectly, the Issuer or any Restricted Subsidiary is
entitled to receive from time to time periodic payments calculated by applying
either a floating or a fixed rate of interest on a stated notional amount in
exchange for periodic payments made by such other Person calculated by applying
a fixed or a floating rate of interest on the same notional amount and shall
include, without limitation, interest rate swaps, caps, floors, collars and
similar agreements.

           "INVESTMENT" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation,
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person. "Investment" shall exclude extensions of trade credit by
the Issuer and the Restricted Subsidiaries in the ordinary course of business.
If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any
Capital Stock of any Restricted Subsidiary (the "REFERENT SUBSIDIARY") such
that, after giving effect to any such sale or disposition, the Referent
Subsidiary shall cease to be a Restricted Subsidiary, the Issuer shall be deemed
to have made an Investment on the date of any such sale or disposition equal to
the Fair Market Value of the Capital Stock of the Referent Subsidiary not sold
or disposed of.

           "ISSUE DATE" means March 4, 2005, the date of initial issuance of the
Notes.


                                       13


           "LIEN" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

           "MOODY'S" has the meaning set forth in the definition of Cash
Equivalents.

           "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents, including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest), received by the Issuer or any of the Restricted Subsidiaries from
such Asset Sale net of:

               (1) reasonable out-of-pocket expenses and fees relating to such
          Asset Sale (including, without limitation, legal, accounting and
          investment banking fees, sales commissions and relocation expenses);

               (2) taxes paid or payable after taking into account any reduction
          in consolidated tax liability due to available tax credits or
          deductions and any tax sharing arrangements;

               (3) repayments of Indebtedness secured by a Lien permitted by
          this Indenture on the property or assets subject to such Asset Sale
          that is required to be repaid in connection with such Asset Sale;

               (4) appropriate amounts to be determined by the Issuer or any
          Restricted Subsidiary, as the case may be, as a reserve, in accordance
          with GAAP, against any liabilities associated with such Asset Sale and
          retained by the Issuer or any Restricted Subsidiary, as the case may
          be, after such Asset Sale, including, without limitation, pension and
          other post-employment benefit liabilities, liabilities related to
          environmental matters and liabilities under any indemnification
          obligations associated with such Asset Sale;

               (5) any portion of the purchase price from an Asset Sale in
          escrow, whether as a reserve for adjustment of the purchase price, for
          satisfaction of indemnities in respect of such Asset Sale or otherwise
          in connection with that Asset Sale; provided, however, that upon the
          termination of that escrow, Net Cash Proceeds will be increased by any
          portion of funds in the escrow that are released to the Issuer or any
          Restricted Subsidiary; and

               (6) all distributions and other payments required to be made to
          minority interest holders or joint venture partners in Restricted
          Subsidiaries.

           "OBLIGATIONS" means all obligations for principal, premium,
interests, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

           "OFFERING MEMORANDUM" means the offering memorandum relating to the
offering of the Notes dated February 28, 2005.


                                       14


           "OFFICER" means the Chairman of the Board, the Chief Executive
Officer, the President, any Executive Vice President, Senior Vice President or
Vice President, the Treasurer or the Secretary of the Issuer.

           "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Issuer by two Officers of the Issuer, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Issuer, that meets the requirements set
forth in this Indenture.

           "OPINION OF COUNSEL" means a written opinion from legal counsel who
is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Issuer or the Trustee.

           "PARI PASSU DEBT" means any Indebtedness of the Issuer that ranks
pari passu in right of payment with the Notes.

           "PERMITTED INVESTMENTS" means:

               (1) Investments by the Issuer or any Restricted Subsidiary in any
          Person that is or will become immediately after such Investment a
          Restricted Subsidiary or that will merge or consolidate into the
          Issuer or a Restricted Subsidiary;

               (2) Investments in the Issuer by any Restricted Subsidiary;
          provided that any Indebtedness evidencing such Investment is unsecured
          and subordinated, pursuant to a written agreement, to the Issuer's
          obligations under the Notes and this Indenture;

               (3) Investments in Permitted Joint Ventures in an aggregate
          amount not to exceed the greater of (x) $10.0 million and (y) 5% of
          the Issuer's Total Assets;

               (4) Investments in cash and Cash Equivalents;

               (5) loans and advances to employees and officers of the Issuer
          and the Restricted Subsidiaries in the ordinary course of business for
          bona fide business purposes not in excess of an aggregate of $1.0
          million at any one time outstanding;

               (6) Interest Swap Obligations entered into in the ordinary course
          of the Issuer's or a Restricted Subsidiary's businesses and otherwise
          in compliance with this Indenture;

               (7) Investments represented by accounts receivable created or
          acquired in the ordinary course of business;

               (8) Investments existing on the Issue Date;

               (9) Investments in the Notes otherwise permitted under this
          Indenture;


                                       15


               (10) Investments in securities of trade creditors or customers
          received pursuant to any plan of reorganization or similar arrangement
          upon the bankruptcy or insolvency of such trade creditors or
          customers;

               (11) Investments made by the Issuer or the Restricted
          Subsidiaries as a result of consideration received in connection with
          an Asset Sale made in compliance Section 4.06 or upon a disposition of
          assets not constituting an Asset Sale;

               (12) guarantees otherwise permitted under this Indenture;

               (13) Investments acquired in exchange for the Qualified Capital
          Stock of a Restricted Subsidiary of Issuer or Capital Stock of the
          Issuer; and

               (14) additional Investments not to exceed $10.0 million at any
          one time outstanding.

           "PERMITTED JOINT VENTURE" means any joint venture or other business
enterprise entered into between the Issuer or a Restricted Subsidiary and a
county, city, municipality, fire district, other governmental entity (or agency
thereof) or health services provider for the purpose of engaging in a Permitted
Business and approved by a majority of the disinterested members of the Board of
Directors of the Issuer.

           "PERMITTED LIENS" means the following types of Liens:

               (1) Liens securing the Credit Agreement or any other Credit
          Facility;

               (2) Liens for taxes, assessments or governmental charges or
          claims either (A) not delinquent or (B) contested in good faith by
          appropriate proceedings and, in each case, as to which the Issuer or
          any Restricted Subsidiary shall have set aside on its books such
          reserves as may be required pursuant to GAAP;

               (3) statutory Liens of landlords and Liens of carriers,
          warehousemen, mechanics, suppliers, materialmen, repairmen and other
          Liens imposed by law incurred in the ordinary course of business for
          sums not yet delinquent or being contested in good faith, if such
          reserve or other appropriate provision, if any, as shall be required
          by GAAP shall have been made in respect thereof;

               (4) Liens incurred or deposits made in the ordinary course of
          business in connection with workers' compensation, unemployment
          insurance and other types of social security, including any Lien
          securing letters of credit issued in the ordinary course of business
          consistent with past practice in connection therewith, or to secure
          the performance of tenders, statutory obligations, surety and appeal
          bonds, bids, leases, contracts, performance and return-of-money bonds
          and other similar obligations (exclusive of obligations for the
          payment of borrowed money);


                                       16


               (5) judgment Liens not giving rise to an Event of Default so long
          as such Lien is adequately bonded and any appropriate legal
          proceedings which may have been duly initiated for the review of such
          judgment shall not have been finally terminated or the period within
          which such proceedings may be initiated shall not have expired;

               (6) easements, rights-of-way, zoning restrictions and other
          similar charges or encumbrances in respect of real property not
          impairing in any material respect the ordinary conduct of the business
          of the Issuer or any of the Restricted Subsidiaries;

               (7) any interest or title of a lessor under any Capitalized Lease
          Obligation; provided that such Liens do not extend to any property or
          asset which is not leased property subject to such Capitalized Lease
          Obligation;

               (8) Liens upon specific items of inventory or other goods and
          proceeds of any Person securing such Person's obligations in respect
          of bankers' acceptances issued or created for the account of such
          Person to facilitate the purchase, shipment or storage of such
          inventory or other goods;

               (9) Liens securing reimbursement obligations with respect to
          commercial letters of credit or letters of credit permitted under
          Section 4.03(b)(9) which encumber documents and other property
          relating to such letters of credit and products and proceeds thereof;

               (10) Liens encumbering deposits made to secure obligations
          arising from statutory, regulatory, contractual or warranty
          requirements of the Issuer or any of the Restricted Subsidiaries,
          including rights of offset and set-off;

               (11) Liens securing Interest Swap Obligations to the extent such
          Interest Swap Obligations are otherwise permitted to be incurred under
          this Indenture;

               (12) Liens securing Purchase Money Indebtedness permitted
          pursuant to Section 4.03(b)(6); provided, however, that in the case of
          Purchase Money Indebtedness (a) the Indebtedness shall not exceed the
          cost of such property or assets and shall not be secured by any
          property or assets of the Issuer or any Restricted Subsidiary other
          than the property and assets so acquired or constructed and (b) the
          Lien securing such Indebtedness shall be created within 180 days of
          such acquisition or construction or, in the case of a refinancing of
          any Purchase Money Indebtedness, within 180 days of such refinancing;

               (13) Liens securing Acquired Indebtedness (and any Indebtedness
          which Refinances such Acquired Indebtedness) incurred in accordance
          with Section 4.03; provided that

                    (A) such Liens secured the Acquired Indebtedness at the time
               of and prior to the incurrence of such Acquired Indebtedness by
               the Issuer or a Restricted Subsidiary and were not granted in
               connection with, or in anticipation of, the incurrence of such
               Acquired Indebtedness by the Issuer or a Restricted Subsidiary;
               and


                                       17


                    (B) such Liens do not extend to or cover any property or
               assets of the Issuer or of any of the Restricted Subsidiaries
               other than the property or assets that secured the Acquired
               Indebtedness prior to the time such Indebtedness became Acquired
               Indebtedness of the Issuer or a Restricted Subsidiary;

               (14) Liens constituting licenses not otherwise prohibited under
          the terms of this Indenture;

               (15) Liens arising under this Indenture in favor of the Trustee
          for the benefit of the Holders;

               (16) Liens existing on the Issue Date;

               (17) Liens in favor of the Issuer or a Restricted Subsidiary; and

               (18) additional Liens not to exceed $2.0 million at any one time
          outstanding.

           "PERSON" means an individual, partnership, limited liability company,
corporation, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.

           "PREFERRED STOCK" of any Person means any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person
with respect to dividends or redemptions or upon liquidation.

           "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the Issuer or any
Restricted Subsidiary incurred in the normal course of business for the purpose
of financing all or any part of the purchase price or the cost of installation,
construction or improvement of any property or equipment.

           "QUALIFIED CAPITAL STOCK" means any Capital Stock that is not
Disqualified Capital Stock.

           "REFERENT SUBSIDIARY" has the meaning set forth in the definition of
Investment.

           "REFINANCE" means in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "REFINANCED" and "REFINANCING"
shall have correlative meanings.

           "REFINANCING INDEBTEDNESS" means any Refinancing by the Issuer or any
Restricted Subsidiary of Indebtedness (x) entitled to be incurred pursuant to
Section 4.03(a) or (y) incurred pursuant to Section 4.03(b)(1) or 4.03(b)(3), in
each case that does not:

               (1) result in an increase in the aggregate principal amount of
          any Indebtedness of such Person as of the date of such proposed
          Refinancing (except to the extent of the amount of any premium
          required to be paid under the terms of the instrument governing such
          Indebtedness and the amount of reasonable fees and expenses incurred
          by the Issuer in connection with such Refinancing); or


                                       18


               (2) create Indebtedness with (A) a Weighted Average Life to
          Maturity that is less than the Weighted Average Life to Maturity of
          the Indebtedness being Refinanced or (B) a final maturity earlier than
          the final maturity of the Indebtedness being Refinanced; provided that
          (x) if such Indebtedness being Refinanced is Indebtedness of the
          Issuer, then such Refinancing Indebtedness shall be Indebtedness
          solely of the Issuer and (y) if such Indebtedness being Refinanced is
          subordinate or junior in right of payment to the Notes, then such
          Refinancing Indebtedness shall be subordinate to the Notes at least to
          the same extent and in the same manner as the Indebtedness being
          Refinanced.

           "REPLACEMENT ASSETS" means tangible or intangible assets and property
(including improvements thereto) that will be used in a Permitted Business
(including, without limitation, the Capital Stock of a Person which becomes a
Restricted Subsidiary as a result of the acquisition of such Capital Stock by
the Issuer or a Restricted Subsidiary from any Person other than the Issuer or
an Affiliate of the Issuer).

           "RESTRICTED SUBSIDIARY" means any Subsidiary of a Person that has not
been designated by the Board of Directors of such Person, by a Board Resolution
of such Person delivered to the Trustee.

           "RURAL/METRO LLC" shall mean Rural/Metro Operating Company, LLC, a
Delaware limited liability company.

           "S&P" has the meaning set forth in the definition of Cash
Equivalents.

           "SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Issuer or a Restricted Subsidiary of any property,
whether owned by the Issuer or any Restricted Subsidiary on the Issue Date or
later acquired, which has been or is to be sold or transferred by the Issuer or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced on the security of such property.

           "SECURITIES ACT" means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto, and the rules and regulations of the
Commission promulgated thereunder.

           "SENIOR SUBORDINATED INDENTURE" means the indenture, to be dated
March 4, 2005 by and among Rural/Metro LLC, Rural/Metro (Delaware) Inc., the
Issuer, the other guarantors party thereto and Wells Fargo Bank, N.A., as
trustee, governing the Senior Subordinated Notes.

           "SENIOR SUBORDINATED NOTES" means the 9?% Senior Subordinated Notes
due 2015 issued by Rural/Metro Operating Company, LLC and Rural/Metro (Delaware)
Inc. pursuant to the Senior Subordinated Indenture together with any senior
subordinated notes issued in exchange therefor pursuant to the Senior
Subordinated Indenture.


                                       19


           "SIGNIFICANT SUBSIDIARY" means (1) any Restricted Subsidiary that
would be a "significant subsidiary" as defined in Regulation S-X promulgated
pursuant to the Securities Act as such Regulation is in effect on the Issue Date
and (2) any Restricted Subsidiary that, when aggregated with all other
Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as
to which any event described in Sections 6.01(f) or 6.01(g) has occurred and is
continuing, would constitute a Significant Subsidiary under clause (1) of this
definition.

           "STATED MATURITY" means, with respect to any installment of interest
or principal on any series of Indebtedness, the day on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

           "SUBSIDIARY," with respect to any Person, means

               (1) any corporation of which the outstanding Capital Stock having
          at least a majority of the votes entitled to be cast in the election
          of directors under ordinary circumstances shall at the time be owned,
          directly or indirectly, by such Person or

               (2) any other Person of which at least a majority of the voting
          interest under ordinary circumstances is at the time, directly or
          indirectly, owned by such Person.

           "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa
77bbbb) as in effect on the Issue Date.

           "TOTAL ASSETS" means the total consolidated assets of the Issuer and
its Restricted Subsidiaries, as shown on the most recent balance sheet of the
Issuer.

           "TRANSACTION DATE" has the meaning set forth in the definition of
Consolidated Fixed Charge Coverage Ratio.

           "TREASURY RATE" means, as of the redemption date, the yield to
maturity of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) that has become publicly available at least two Business Days prior to
such redemption date (or, if such Statistical Release is no longer published,
any publicly available source of similar market data)) most nearly equal to the
period from the redemption date to March 15, 2010; provided, however, that if
the period from the redemption date to March 15, 2010 is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year will be used.

           "TRUST OFFICER" means:

               (1) any officer within the corporate trust department of the
          Trustee, including any vice president, assistant vice president,
          assistant treasurer, trust officer or any other officer of the Trustee
          who customarily performs functions similar to those performed by the
          Persons who at the time shall be such officers, respectively, or to
          whom any corporate trust matter is referred because of such person's
          knowledge of and familiarity with the particular subject, and


                                       20


               (2) who shall have direct responsibility for the administration
          of this Indenture.

           "TRUSTEE" means, initially, Wells Fargo Bank, N.A., a national
banking association, in its capacity as Trustee hereunder, and its successors in
such capacity.

           "UNIFORM COMMERCIAL CODE" means the New York Uniform Commercial Code
as in effect from time to time.

           "UNRESTRICTED SUBSIDIARY" of any Person means

               (1) any Subsidiary of such Person that at the time of
          determination shall be or continue to be designated as such pursuant
          to and in compliance with Section 4.17; and

               (2) any Subsidiary of an Unrestricted Subsidiary.

           "VOTING STOCK" with respect to any Person, means securities of any
class of Capital Stock of such Person entitling the holders thereof (whether at
all times or only so long as no senior class of stock or other relevant equity
interest has voting power by reason of any contingency) to vote in the election
of members of the Board of Directors of such Person.

           "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (A) the then
outstanding aggregate principal amount of such Indebtedness into (B) the sum of
the total of the products obtained by multiplying (I) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (II)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

           Section 1.02. Other Definitions.

                                                                  Defined
Term                                                              in Section
- ----                                                              ----------

"Affiliate Transaction".......................................    4.07
"Appendix"....................................................    Preamble
"Bankruptcy Law"..............................................    6.01
"Change of Control Offer".....................................    4.08(a)
"Change of Control Payment"...................................    4.08(a)
"Change of Control Payment Date"..............................    4.08 (b)
"Clearstream".................................................    Appendix A
"Covenant Defeasance".........................................    8.02(b)
"Custodian"...................................................    6.01
"Definitive Note".............................................    Appendix A


                                       21


                                                                  Defined
Term                                                              in Section
- ----                                                              ----------

"Depository"..................................................    Appendix A
"Designation".................................................    4.17
"Euroclear"...................................................    Appendix A
"Event of Default"............................................    6.01
"Exchange Notes"..............................................    Preamble
"Existing Indebtedness".......................................    4.03(b)(3)
"Global Notes Legend".........................................    Appendix A
"IAI".........................................................    Appendix A
"incorporated provision"......................................    13.01
"incur".......................................................    4.03(a)
"Initial Notes"...............................................    Preamble
"Initial Purchasers"..........................................    Appendix A
"Issuer" .....................................................    Preamble
"Legal Defeasance"............................................    8.02
"Net Proceeds Offer"..........................................    4.06(b)
"Net Proceeds Offer Amount"...................................    4.06(b)
"Net Proceeds Offer Payment Date".............................    4.06(b)
"Net Proceeds Offer Trigger Date".............................    4.06(b)
"Notes".......................................................    Preamble
"Offerings"...................................................    Preamble
"Original Notes"..............................................    Preamble
"Paying Agent"................................................    2.04
"Payment Blockage Notice".....................................    10.03(a)
"payment default".............................................    6.01(d)
"Permitted Business"..........................................    4.14
"Permitted Indebtedness"......................................    4.03
"protected purchaser".........................................    2.08
"Purchase Agreement"..........................................    Appendix A
"QIB".........................................................    Appendix A
"Reference Date"..............................................    4.04
"Registered Exchange Offer"...................................    Appendix A
"Registrar"...................................................    2.04
"Registration Default Damages"................................    Appendix A
"Registration Rights Agreement"...............................    Appendix A
"Regulation S"................................................    Appendix A
"Regulation S Securities".....................................    Appendix A
"Restricted Notes Legend".....................................    Appendix A
"Restricted Payment"..........................................    4.04
"Restricted Period"...........................................    Appendix A
"Rule 501"....................................................    Appendix A
"Rule 144A"...................................................    Appendix A
"Rule 144A Notes".............................................    Appendix A
"Securities Custodian"........................................    Appendix A


                                       22


                                                                  Defined
Term                                                              in Section
- ----                                                              ----------

"Shelf Registration Statement"................................    Appendix A
"Subordinated Note Payments"..................................    10.02
"Surviving Entity"............................................    5.01
"Transfer Restricted Notes"...................................    Appendix A
"Unrestricted Definitive Note"................................    Appendix A

           Section 1.03. Incorporation by Reference of Trust Indenture Act. This
Indenture incorporates by reference certain provisions of the TIA. The following
TIA terms have the following meanings:

           "INDENTURE SECURITIES" means the Notes.

           "OBLIGOR" on the indenture securities means the Issuer, and any other
obligor on the Notes.

           All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
have the meanings assigned to them by such definitions.

           Section 1.04. Rules of Construction. Unless the context otherwise
requires:

               (a) a term has the meaning assigned to it;

               (b) an accounting term not otherwise defined has the meaning
          assigned to it in accordance with GAAP;

               (c) "OR" is not exclusive;

               (d) "INCLUDING" means including without limitation;

               (e) words in the singular include the plural and words in the
          plural include the singular;

               (f) unsecured Indebtedness shall not be deemed to be subordinate
          or junior to Secured Indebtedness merely by virtue of its nature as
          unsecured Indebtedness;

               (g) the principal amount of any non-interest bearing or other
          discount security at any date shall be the principal amount thereof
          that would be shown on a balance sheet of the Issuer dated such date
          prepared in accordance with GAAP;

               (h) the principal amount of any Preferred Stock shall be (i) the
          maximum liquidation value of such Preferred Stock or (ii) the maximum
          mandatory redemption or mandatory repurchase price with respect to
          such Preferred Stock, whichever is greater;


                                       23


               (i) unless otherwise specified herein, all accounting terms used
          herein shall be interpreted, all accounting determinations hereunder
          shall be made, and all financial statements required to be delivered
          hereunder shall be prepared in accordance with GAAP;

               (j) "$" and "U.S. DOLLARS" each refer to United States dollars,
          or such other money of the United States of America that at the time
          of payment is legal tender for payment of public and private debts;

               (k) whenever in this Indenture there is mentioned, in any
          context, principal, interest or any other amount payable under or with
          respect to any Notes, such mention shall be deemed to include mention
          of the payment of Registration Default Damages, to the extent that, in
          such context, Registration Default Damages are, were, or would be
          payable in respect thereof;

                                    ARTICLE 2
                                    THE NOTES


           Section 2.01. Amount of Notes; Issuable in Series. The aggregate
principal amount at maturity of Original Notes which may be authenticated and
delivered under this Indenture on the Issue Date is $93,500,000. The Notes may
be issued in one or more series. All Notes of any one series shall be
substantially identical except as to denomination.

           The Issuer may from time to time after the Issue Date issue
Additional Notes under this Indenture in an unlimited principal amount at
maturity, so long as (i) the incurrence of the Indebtedness represented by such
Additional Notes is at such time permitted by Section 4.03 and (ii) such
Additional Notes are issued in compliance with the other applicable provisions
of this Indenture. With respect to any Additional Notes issued after the Issue
Date (except for Notes authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07,
2.08, 2.10, 2.11, 3.03(b), 4.08(e) or the Appendix), there shall be (a)
established in or pursuant to a resolution of the Board of Directors of the
Company and (b) (i) set forth or determined in the manner provided in an
Officers' Certificate or (ii) established in one or more indentures supplemental
hereto, prior to the issuance of such Additional Notes:

               (1) whether such Additional Notes shall be issued as part of a
          new or existing series of Notes and the title of such Additional Notes
          (which shall distinguish the Additional Notes of the series from Notes
          of any other series);

               (2) the aggregate principal amount at maturity of such Additional
          Notes which may be authenticated and delivered under this Indenture,

               (3) the issue price and issuance date of such Additional Notes,
          including the date from which interest on such Additional Notes shall
          accrue;


                                       24


               (4) if applicable, that such Additional Notes shall be issuable
          in whole or in part in the form of one or more Global Notes and, in
          such case, the respective depositaries for such Global Notes, the form
          of any legend or legends which shall be borne by such Global Notes in
          addition to or in lieu of those set forth in Exhibit A or Exhibit B
          hereto and any circumstances in addition to or in lieu of those set
          forth in Section 2.2 of the Appendix in which any such Global Notes
          may be exchanged in whole or in part for Additional Notes registered,
          or any transfer of such Global Notes in whole or in part may be
          registered, in the name or names of Persons other than the depositary
          for such Global Notes or a nominee thereof; and

               (5) if applicable, that such Additional Notes that are not
          Transfer Restricted Notes shall not be issued in the form of Initial
          Notes as set forth in Exhibit A, but shall be issued in the form of
          Exchange Notes as set forth in Exhibit B.

           If any of the terms of any Additional Notes are established by action
taken pursuant to a resolution of the Board of Directors, a copy of an
appropriate record of such action shall be certified by the Secretary or any
Assistant Secretary of the Issuer and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate or the indenture supplemental hereto
setting forth the terms of the Additional Notes.

           Section 2.02. Form and Dating. Provisions relating to the Initial
Notes and the Exchange Notes are set forth in the Appendix, which is hereby
incorporated in and expressly made a part of this Indenture. The (i) Initial
Notes and the Trustee's certificate of authentication and (ii) any Additional
Notes (if issued as Transfer Restricted Notes) and the Trustee's certificate of
authentication shall each be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture..
The (i) Exchange Notes and the Trustee's certificate of authentication and (ii)
any Additional Notes issued other than as Transfer Restricted Notes and the
Trustee's certificate of authentication shall each be substantially in the form
of Exhibit B hereto, which is hereby incorporated in and expressly made a part
of this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Issuer is subject,
if any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Issuer). Each Note shall be dated the date of its
authentication. The Notes shall be issuable only in registered form without
interest coupons and only in denominations of $1,000 and integral multiples of
$1,000 in excess thereof.

           Section 2.03. Execution and Authentication. The Trustee shall
authenticate and make available for delivery upon a written order of the Issuer
signed by one Officer (a) Original Notes for original issue on the date hereof
in an aggregate principal amount at maturity of $93,500,000, (b) subject to the
terms of this Indenture, Additional Notes in an aggregate principal amount at
maturity to be determined at the time of issuance and specified therein and (c)
the Exchange Notes for issue in a Registered Exchange Offer pursuant to the
Registration Rights Agreement for a like principal amount at maturity of Initial
Notes exchanged pursuant thereto or otherwise pursuant to an effective
registration statement under the Securities Act. Such order shall specify the
amount of the Notes to be authenticated, the date on which the original issue of
Notes is to be authenticated and whether the Notes are to be Initial Notes or
Exchange Notes. Notwithstanding anything to the contrary in this Indenture or
the Appendix, any issuance of Additional Notes after the Issue Date shall be in


                                       25


a principal amount at maturity of at least $1,000 and integral multiples of
$1,000 in excess thereof, whether such Additional Notes are of the same or a
different series than the Original Notes. One Officer shall sign the Notes for
the Issuer by manual or facsimile signature.

           If an Officer whose signature is on a Note no longer holds that
office at the time the Trustee authenticates the Note, the Note shall be valid
nevertheless.

           A Note shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Note. The
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.

           The Trustee may appoint one or more authenticating agents reasonably
acceptable to the Issuer to authenticate the Notes. Any such appointment shall
be evidenced by an instrument signed by a Trust Officer, a copy of which shall
be furnished to the Issuer. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any
Registrar, Paying Agent or agent for service of notices and demands.

           The Trustee is hereby authorized to enter into a letter of
representations with the Depository in the form provided by the Issuer and to
act in accordance with such letter.

           Section 2.04. Registrar and Paying Agent. (a) The Issuer shall
maintain (i) an office or agency where Notes may be presented for registration
of transfer or for exchange (the "REGISTRAR") and (ii) an office or agency where
Notes may be presented for payment (the "PAYING AGENT"). The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Issuer may
have one or more co-registrars and one or more additional paying agents. The
term "Registrar" includes any co-registrars. The Issuer initially appoints the
Trustee as (i) Registrar and Paying Agent in connection with the Notes and (ii)
the Securities Custodian with respect to the Global Notes. (b).....The Issuer
shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture, which shall incorporate the terms of the
TIA. The agreement shall implement the provisions of this Indenture that relate
to such agent. The Issuer shall notify the Trustee of the name and address of
any such agent. If the Issuer fail to maintain a Registrar or Paying Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.07. The Issuer or any of its Subsidiaries may act
as Paying Agent or Registrar.

           (c) The Issuer may remove any Registrar or Paying Agent upon written
notice to such Registrar or Paying Agent and to the Trustee; provided, however,
that no such removal shall become effective until (i) if applicable, acceptance
of an appointment by a successor as evidenced by an appropriate agreement
entered into by the Issuer and such successor Registrar or Paying Agent, as the
case may be, and delivered to the Trustee or (ii) notification to the Trustee
that the Trustee shall serve as Registrar or Paying Agent until the appointment


                                       26


of a successor in accordance with clause (i) above. The Registrar or Paying
Agent may resign at any time upon written notice to the Issuer and the Trustee;
provided, however, that the Trustee may resign as Paying Agent or Registrar only
if the Trustee also resigns as Trustee in accordance with Section 7.08.

           Section 2.05. Paying Agent to Hold Money in Trust. Prior to each due
date of the principal of and interest on any Note, the Issuer shall deposit with
each Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent,
segregate and hold in trust for the benefit of the Persons entitled thereto) a
sum sufficient to pay such principal and interest when so becoming due. The
Issuer shall require each Paying Agent (other than the Trustee) to agree in
writing that a Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by a Paying Agent for the payment of principal of and
interest on the Notes, and shall notify the Trustee of any default by the Issuer
in making any such payment. If the Issuer or a Subsidiary of the Issuer acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it in trust for the benefit of the Persons entitled thereto. The Issuer at any
time may require a Paying Agent to pay all money held by it to the Trustee and
to account for any funds disbursed by such Paying Agent. Upon complying with
this Section, a Paying Agent shall have no further liability for the money
delivered to the Trustee.

           Section 2.06. Holder Lists. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the Issuer
shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at
least five Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Holders.

           Section 2.07. Transfer and Exchange The Notes shall be issued in
registered form and shall be transferable only upon the surrender of a Note for
registration of transfer and in compliance with the Appendix. When a Note is
presented to the Registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if its requirements therefor are met.
When Notes are presented to the Registrar with a request to exchange them for an
equal principal amount at maturity of Notes of other denominations, the
Registrar shall make the exchange as requested if the same requirements are met.
To permit registration of transfers and exchanges, the Issuer shall execute and
the Trustee shall authenticate Notes at the Registrar's request. The Issuer may
require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to
this Section. The Issuer shall not be required to make, and the Registrar need
not register, transfers or exchanges of Notes selected for redemption (except,
in the case of Notes to be redeemed in part, the portion thereof not to be
redeemed) or of any Notes for a period of 15 days before a selection of Notes to
be redeemed. Prior to the due presentation for registration of transfer of any
Notes, the Issuer, the Trustee, each Paying Agent and the Registrar may deem and
treat the Person in whose name a Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of and interest, if
any, on such Note and for all other purposes whatsoever, whether or not such
Note is overdue, and the Issuer, the Trustee, a Paying Agent or the Registrar
shall be affected by notice to the contrary.


                                       27


           Any Holder of a beneficial interest in a Global Note shall, by
acceptance of such beneficial interest, agree that transfers of beneficial
interests in such Global Note may be effected only through a book-entry system
maintained by (a) the Holder of such Global Note (or its agent) or (b) any
Holder of a beneficial interest in such Global Note, and that ownership of a
beneficial interest in such Global Note shall be required to be reflected in a
book entry.

           All Notes issued upon any transfer or exchange pursuant to the terms
of this Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Notes surrendered upon such transfer or
exchange.

           Section 2.08. Replacement Notes. If a mutilated Note is surrendered
to the Registrar or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall
authenticate a replacement Note if the requirements of Section 8-405 of the
Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer
or the Trustee within a reasonable time after such Holder has notice of such
loss, destruction or wrongful taking and the Registrar does not register a
transfer prior to receiving such notification, (b) makes such request to the
Issuer or the Trustee prior to the Note being acquired by a protected purchaser
as defined in Section 8-303 of the Uniform Commercial Code (a "PROTECTED
PURCHASER") and (c) satisfies any other reasonable requirements of the Trustee.
If required by the Trustee or the Issuer, such Holder shall furnish an indemnity
bond sufficient in the judgment of the Trustee to protect the Issuer, the
Trustee, a Paying Agent and the Registrar from any loss that any of them may
suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder
for their expenses in replacing a Note (including without limitation, attorneys'
fees and disbursements in replacing such Note). In the event any such mutilated,
lost, destroyed or wrongfully taken Note has become or is about to become due
and payable, the Issuer in its discretion may pay such Note instead of issuing a
new Note in replacement thereof. Every replacement Note is an additional
obligation of the Issuer.

           The provisions of this Section 2.08 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

           Section 2.09. Outstanding Notes. (a) Notes outstanding at any time
are all Notes that have been authenticated by the Trustee except for:

               (1) Notes cancelled by the Trustee or delivered to it for
          cancellation;

               (2) any Note which has been replaced pursuant to Section 2.08
          unless and until the Trustee and the Issuer receive proof satisfactory
          to them that the replaced Note is held by a protected purchaser; and

               (3) on or after the maturity date or any redemption date or date
          for purchase of the Notes pursuant to an offer to purchase, those
          Notes payable or to be redeemed or purchased on that date for which
          the Trustee (or Paying Agent, other than the Issuer or an Affiliate of
          the Issuer) holds money sufficient to pay all amounts then due.

           (b) A Note does not cease to be outstanding because the Issuer or one
of its Affiliates holds the Note, provided that in determining whether the
Holders of the requisite principal amount at maturity of the outstanding Notes
have given or taken any request, demand, authorization, direction, notice,


                                       28


consent, waiver or other action hereunder, Notes owned by the Issuer or any
Affiliate of the Issuer will be disregarded and deemed not to be outstanding,
(it being understood that in determining whether the Trustee is protected in
relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Notes which the Trustee knows to be so
owned will be so disregarded).

           (c) If a Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date, money sufficient to
pay all principal and interest payable on that date with respect to the Notes
(or portions thereof) to be redeemed or maturing, as the case may be, and no
Paying Agent is prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture, then on and after that date such Notes
(or portions thereof) will cease to be outstanding and interest on them ceases
to accrue.

           Section 2.10. Temporary Notes. In the event that Definitive Notes are
to be issued under the terms of this Indenture, until such Definitive Notes are
ready for delivery, the Issuer may prepare and the Trustee shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
Definitive Notes but may have variations that the Issuer consider appropriate
for temporary Notes. Without unreasonable delay, the Issuer shall prepare and
the Trustee shall authenticate Definitive Notes and make them available for
delivery in exchange for temporary Notes upon surrender of such temporary Notes
at the office or agency of the Issuer, without charge to the Holder. Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as Definitive Notes.

           Section 2.11. Cancellation. The Issuer at any time may deliver Notes
to the Trustee for cancellation. The Registrar and each Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment or
cancellation and shall dispose of canceled Notes in accordance with its
customary procedures or deliver canceled Notes to the Issuer pursuant to written
direction by an Officer. The Issuer may not issue new Notes to replace Notes
they have redeemed, paid or delivered to the Trustee for cancellation. The
Trustee shall not authenticate Notes in place of canceled Notes other than
pursuant to the terms of this Indenture.

           Section 2.12. Defaulted Interest. If the Issuer defaults in a payment
of interest on the Notes, the Issuer shall pay the defaulted interest then borne
by the Notes (plus interest on such defaulted interest to the extent lawful), in
any lawful manner. The Issuer may pay the defaulted interest to the Persons who
are Holders on a subsequent special record date. The Issuer shall fix or cause
to be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly mail or cause to be mailed to
each affected Holder a notice that states the special record date, the payment
date and the amount of defaulted interest to be paid.

           Section 2.13. CUSIP Numbers, ISINs, etc. The Issuer in issuing the
Notes may use CUSIP numbers, ISINs and "Common Code" numbers (if then generally
in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and "Common Code"
numbers in notices of redemption as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness of such numbers, either as printed on the Notes or as contained in
any notice of a redemption that reliance may be placed only on the other
identification numbers printed on the Notes and that any such redemption shall
not be affected by any defect in or omission of such numbers. The Issuer shall
advise the Trustee of any change in the CUSIP numbers, ISINs and "Common Code"
numbers.


                                       29


                                    ARTICLE 3
                                   REDEMPTION


           Section 3.01. Optional Redemption. (a) The Notes will be redeemable,
at the Issuer's option, in whole at any time or in part from time to time, on
and after March 15, 2010 at the following redemption prices (expressed as
percentages of the principal amount at maturity thereof) if redeemed during the
twelve-month period commencing on March 15 of the applicable year set forth
below, plus, in each case, accrued and unpaid interest, if any, to the date of
redemption:

YEAR                                                               PERCENTAGE
- ----                                                               ----------

2010.....................................................           106.375%
2011.....................................................           104.250%
2012.....................................................           102.125%
2013 and thereafter......................................           100.000%

           (b) In addition, prior to March 15, 2010, the Issuer may redeem the
Notes at its option, in whole or in part from time to time, upon not less than
30 nor more than 60 days' prior notice mailed by first-class mail to each
holder's registered address, at a redemption price equal to 100% of the Accreted
Value of the Notes redeemed plus the Applicable Premium as of, and accrued and
unpaid interest and Registration Default Damages, if any, to the applicable
redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date).

           Section 3.02. Redemption with Proceeds of Equity Offerings.
Notwithstanding the foregoing, at any time, or from time to time, on or prior to
March 15, 2008, the Issuer may, at its option, use all or any portion of the net
cash proceeds of one or more Equity Offerings to redeem up to 35% of the
aggregate principal amount at maturity of the Notes issued at a redemption price
equal to 112.75% of the Accreted Value thereof plus accrued and unpaid interest,
if any, to the date of redemption; provided that at least 65% of the aggregate
principal amount at maturity of Notes originally issued remains outstanding
immediately after any such redemption. In order to effect the foregoing
redemption with the proceeds of any Equity Offering, the Issuer shall consummate
such redemption not more than 90 days after the consummation of any such Equity
Offering.

           Section 3.03. Method and Effect of Redemption. (a) If the Issuer
elects to redeem Notes, it must notify the Trustee of the redemption date, the
principal amount at maturity of Notes to be redeemed and the redemption price by
delivering an Officers' Certificate and an Opinion of Counsel, to the effect
that such redemption shall comply with the conditions set forth in this Article


                                       30


3, at least 40 but no more than 60 days before the redemption date (unless a
shorter period is satisfactory to the Trustee). If less than all the Notes are
to be redeemed at any time, the Trustee shall select the Notes to be redeemed in
compliance with the principal national securities exchange, if any, on which the
Notes are listed, or if such Notes are not so listed, on a pro rata basis, by
lot or by any other method the Trustee in its sole discretion deems fair and
appropriate; provided, that no Notes of a principal amount at maturity of $1,000
or less shall be redeemed in part; and provided, further, that if a partial
redemption is made with the proceeds of an Equity Offering, selection of the
Notes or portions thereof for redemption shall be made by the Trustee only on a
pro rata basis or on as nearly a pro rata basis as is practicable (subject to
DTC procedures), unless such method is otherwise prohibited. The Trustee shall
notify the Issuer promptly of the Notes or portions of Notes to be called for
redemption. Any such notice may be cancelled at any time prior to notice of such
redemption being mailed to any Holder and shall thereby be void and of no
effect. Notice of redemption must be sent by the Issuer or at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer, to Holders
whose Notes are to be redeemed at least 30 but not more than 60 days before the
redemption date, except that redemption notices may be mailed more than 60 days
prior to a redemption date if the notice is issued in connection with Section
8.01 or Section 8.02 of this Indenture. The notice of redemption will identify
the Notes to be redeemed and will include, state or be governed by the
following:

               (i) the redemption date;

               (ii) the redemption price including the portion thereof
          representing any accrued interest or Registration Default Damages, if
          any;

               (iii) the names and addresses of the Paying Agents where Notes
          are to be surrendered;

               (iv) notes called for redemption must be surrendered to a Paying
          Agent in order to collect the redemption price and any accrued
          interest or Registration Default Damages;

               (v) on the redemption date the redemption price will become due
          and payable on Notes called for redemption and Accreted Value will
          cease to increase, or interest will cease to accrue, as the case may
          be, on Notes and portions thereof called for redemption, on and after
          the redemption date;

               (vi) if fewer than all the outstanding Notes are to be redeemed,
          the certificate numbers and principal amounts at maturity of the
          particular Notes to be redeemed, the aggregate principal amount at
          maturity of Notes to be redeemed and the aggregate principal amount at
          maturity of Notes to be outstanding after such partial redemption;

               (vii) if any Note is to be redeemed in part only, the portion of
          the principal amount at maturity of that Note that is to be redeemed;


                                       31


               (viii) if any Note is to be redeemed in part, on and after the
          redemption date, upon surrender of such Note, new Notes equal in
          principal amount at maturity to the unredeemed part will be issued;

               (ix) the CUSIP number, ISIN and/or "Common Code" number, if any,
          printed on the Notes being redeemed; and

               (x) that no representation is made as to the correctness or
          accuracy of the CUSIP number or CINS number, or "common number" listed
          in such notice or printed on the Notes and that the Holder should rely
          only on the other identification numbers printed on the Notes.

           (b) Once notice of redemption pursuant to this Section 3.03 is mailed
to the Holders, Notes called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to any Paying Agent, the Issuer shall redeem such Notes at the redemption price,
plus accrued and unpaid interest and Registration Default Damages, if any,
through the redemption date. Failure to give notice or any defect in the notice
to any Holder shall not affect the validity of the notice to any other Holder.
Upon surrender of any Note redeemed in part, the holder will receive a new note
equal in principal amount to the unredeemed portion of the surrendered Note.

           Section 3.04. Deposit of Redemption Price. Prior to 10:00 a.m., New
York City time, on the redemption date, the Issuer shall deposit with the Paying
Agent (or, if the Issuer or a Subsidiary is a Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price of and accrued
interest on all Notes or portions thereof to be redeemed on that date other than
Notes or portions of Notes called for redemption that have been delivered by the
Issuer to the Trustee for cancellation. On and after the redemption date,
interest shall cease to accrue on Notes or portions thereof called for
redemption so long as the Issuer has deposited with the Paying Agent funds
sufficient to pay the principal of, plus accrued and unpaid interest on, the
Notes to be redeemed, unless a Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture; provided, however, that if the
redemption date is after a regular record date and on or prior to a cash
interest payment date, the accrued interest and Registration Default Damages, if
any, shall be payable to the Holder of the redeemed Notes registered on the
relevant record date.

                                    ARTICLE 4
                                    COVENANTS


           Section 4.01. Payment of Notes. The Issuer agrees to pay the
principal of and interest on the Notes on the dates and in the manner provided
in the Notes and this Indenture. Not later than 10:00 A.M. (New York City time)
on the due date of any principal of or interest on any Notes, or any redemption
or purchase price of the Notes, the Issuer will deposit with the Trustee (or
Paying Agent) money in immediately available funds sufficient to pay such
amounts, provided that if the Issuer is acting as Paying Agent, they will, on or
before each due date, segregate and hold in a separate trust fund for the
benefit of the Holders a sum of money sufficient to pay such amounts until paid


                                       32


to such Holders or otherwise disposed of as provided in this Indenture. In each
case the Issuer will promptly notify the Trustee of its compliance with this
paragraph. An installment of principal or interest will be considered paid on
the date due if the Trustee (or Paying Agent, other than the Issuer) holds on
that date money designated for and sufficient to pay the installment. If the
Issuer acts as Paying Agent, an installment of principal or interest will be
considered paid on the due date only if paid to the Holders.

           The Issuer shall pay interest on overdue principal at the rate
specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate borne by the Notes to the extent
lawful.

           Section 4.02. Reports and Other Information. Notwithstanding that the
Issuer may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, or otherwise report on an annual and quarterly basis on
forms provided for such annual and quarterly reporting pursuant to rules and
regulations promulgated by the Commission, the Issuer will furnish to the
Holders and the Trustee:

               (1) all quarterly and annual financial information that would be
          required to be contained in a filing with the Commission on Forms 10-Q
          and 10-K if the Issuer was required to file such Forms, including a
          "Management's Discussion and Analysis of Financial Condition and
          Results of Operations" that describes the financial condition and
          results of operations of the Issuer and its consolidated Subsidiaries
          (showing in reasonable detail, either on the face of the financial
          statements or in the footnotes thereto and in Management's Discussion
          and Analysis of Financial Condition and Results of Operations, the
          financial condition and results of operations of the Issuer and its
          Restricted Subsidiaries separate from the financial condition and
          results of operations of the Unrestricted Subsidiaries of the Issuer,
          if any) and, with respect to the annual information only, a report
          thereon by the Issuer's certified independent accounts, in each case
          within the time periods in which such report would be required to be
          filed as specified in the Commission's rules and regulations; and

               (2) all current reports that would be required to be filed with
          the Commission on Form 8-K if the Issuer was required to file such
          reports, in each case within the time periods in which such report
          would be required to be filed as specified in the Commission's rules
          and regulations.

           In addition, following the consummation of the Registered Exchange
Offer contemplated by the Registration Rights Agreement, whether or not required
by the rules and regulations of the Commission, the Issuer will file a copy of
all such information and reports with the Commission for public availability
within the time periods specified in the Commission's rules and regulations
(unless the Commission will not accept such a filing) and make such information
available to securities analysts and prospective investors upon request.

           In addition, the Issuer has agreed that, for so long as any Notes
remain outstanding, it will furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.


                                       33


           Section 4.03. Limitation on Incurrence of Indebtedness and Issuance
of Preferred Stock. (a) The Issuer will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee, acquire, become liable, contingently or otherwise, with
respect to, or otherwise become responsible for payment of (collectively,
"INCUR") any Indebtedness (including Acquired Indebtedness) and the Issuer will
not permit any of its Restricted Subsidiaries to issue any Preferred Stock;
provided, however, that (i) Parent and its Restricted Subsidiaries (other than
Rural/Metro LLC and its Restricted Subsidiaries) may incur Indebtedness
(including, without limitation, Acquired Indebtedness) if the Consolidated Fixed
Charge Coverage Ratio for Parent's most recently ended four fiscal quarters for
which financial statements are available immediately preceding the date on which
such additional Indebtedness is incurred would be at least 2.0 to 1.0 and (ii)
Rural/Metro LLC and any of its Restricted Subsidiaries may incur Indebtedness
(including, without limitation, Acquired Indebtedness) or issue Preferred Stock
if on the date of the incurrence of such Indebtedness or the issuance of such
Preferred Stock, after giving effect to the incurrence or issuance thereof, the
Consolidated Fixed Charge Coverage Ratio of Rural/Metro LLC would be at least
2.0 to 1.0.

           (b) The limitations set forth in Section 4.03(a) shall not prohibit
the incurrence of any of the following items of Indebtedness or the issuance any
of the following items of Preferred Stock, as applicable (collectively,
"PERMITTED INDEBTEDNESS"):

               (1) Indebtedness under the Notes issued in the Offerings in an
          aggregate principal amount at maturity not to exceed $93.5 million;

               (2) Indebtedness of the Issuer and its Restricted Subsidiaries
          incurred pursuant to the Credit Facilities in an aggregate principal
          amount at any time outstanding not to exceed $200.0 million less the
          amount of any such Indebtedness permanently retired with the Net Cash
          Proceeds from any Asset Sale applied from and after the Issue Date to
          reduce the outstanding amounts pursuant to Section 4.06;

               (3) other Indebtedness of the Issuer and its Restricted
          Subsidiaries outstanding on the Issue Date (including, without
          limitation, Indebtedness under the Senior Subordinated Notes issued in
          the Offerings and guarantees thereof) after giving effect to the
          application of the proceeds of the Offerings, reduced by the amount of
          any scheduled amortization payments or mandatory prepayments when
          actually paid or permanent reductions thereon ("EXISTING
          INDEBTEDNESS");

               (4) Interest Swap Obligations of the Issuer or any Restricted
          Subsidiary covering Indebtedness of the Issuer or such Restricted
          Subsidiary, as the case may be; provided, however, that such Interest
          Swap Obligations are entered into to protect the Issuer or such
          Restricted Subsidiaries from fluctuations in interest rates on
          Indebtedness incurred in accordance with this Section 4.03; provided
          further, however, that the notional principal amount of such Interest
          Swap Obligations does not exceed the principal amount of the
          Indebtedness to which such Interest Swap Obligations relates;


                                       34


               (5) Indebtedness of a Restricted Subsidiary to the Issuer or
          another Restricted Subsidiary for so long as such Indebtedness is held
          by the Issuer or a Restricted Subsidiary, in each case subject to no
          Lien held by a Person other than the Issuer or a Restricted
          Subsidiary; provided that if as of any date any Person other than the
          Issuer or a Restricted Subsidiary owns or holds any such Indebtedness
          or holds a Lien in respect of such Indebtedness, such Restricted
          Subsidiary shall be deemed to have incurred Indebtedness not
          constituting Permitted Indebtedness;

               (6) (A) Purchase Money Indebtedness, (B) Capital Lease
          Obligations, and (C) Indebtedness incurred in connection with an Asset
          Acquisition (including Acquired Indebtedness), in each case incurred
          by the Issuer or any Restricted Subsidiary, in an aggregate principal
          amount outstanding at any time not to exceed $15.0 million;

               (7) Indebtedness constituting an agreement or commitment to pay a
          dividend that has been declared or otherwise to make a payment or
          distribution as described in Section 4.04(a)(i);

               (8) Indebtedness arising from the honoring by a bank or other
          financial institution of a check, draft or similar instrument
          inadvertently (except in the case of daylight overdrafts) drawn
          against insufficient funds in the ordinary course of business;
          provided, however, that such Indebtedness is extinguished within two
          (2) Business Days after incurrence;

               (9) Indebtedness of the Issuer or any of its Restricted
          Subsidiaries in respect of performance bonds, notary bonds, bankers'
          acceptances, workers' compensation claims, surety or appeal bonds,
          payment obligations in connection with self-insurance or similar
          obligations, and bank overdrafts (and, in each of the foregoing cases,
          letters of credit in respect thereof) in the ordinary course of
          business;

               (10) Refinancing Indebtedness;

               (11) guarantees of Indebtedness permitted under this Indenture;

               (12) customary earn-out and similar obligations incurred in
          connection with agreements to acquire assets or properties; and

               (13) additional Indebtedness of the Issuer and the Restricted
          Subsidiaries in an aggregate principal amount not to exceed $10.0
          million at any one time outstanding.

           (c) For purposes of determining compliance with this Section 4.03:

               (1) in the event that an item of Indebtedness or Preferred Stock
          meets the criteria of more than one of the categories of Indebtedness
          or Preferred Stock described in clauses (1) through (13) of Section
          4.03(b), or is entitled to be incurred pursuant to Section 4.03(a),
          the Issuer shall, in its sole discretion, classify such item of
          Indebtedness and may, in its sole discretion, subject to clause (2)
          below, divide and classify such item of Indebtedness or Preferred
          Stock into more than one of such categories on the date of its
          incurrence, or later classify, reclassify or divide all or a portion
          of such item of Indebtedness or Preferred Stock, in any manner that
          complies with this Section 4.03;


                                       35


               (2) Indebtedness under the Credit Agreement outstanding on the
          Issue Date will be deemed to have been incurred pursuant to clause (2)
          of Section 4.03(b) and the Issuer will not be permitted to reclassify
          any portion of such Indebtedness thereafter; and

               (3) accrual of interest, accretion or amortization of original
          issue discount, the payment of interest on any Indebtedness in the
          form of additional Indebtedness with the same terms and the payment of
          dividends on Disqualified Capital Stock or Preferred Stock in the form
          of additional shares of the same class of Disqualified Capital Stock
          or Preferred Stock will not be deemed to be an incurrence of
          Indebtedness or an issuance of Preferred Stock for purposes of this
          Section 4.03.

           Section 4.04. Limitation on Restricted Payments. The Issuer will not,
and will not cause or permit any of the Restricted Subsidiaries to, directly or
indirectly:

           (a) declare or pay any dividend or make any distribution (other than
(i) dividends or distributions payable in Qualified Capital Stock of the Issuer
and (ii) in the case of Restricted Subsidiaries, dividends or distributions to
the Issuer or any other Restricted Subsidiary and pro rata dividends or
distributions payable to the other holders of the same class of Capital Stock of
such Restricted Subsidiary) on or in respect of shares of its Capital Stock to
holders of such Capital Stock;

           (b) purchase, redeem or otherwise acquire or retire for value any
Capital Stock of the Issuer;

           (c) make any principal payment on, purchase, defease, redeem, prepay
or otherwise acquire or retire for value, prior to any scheduled final maturity,
scheduled repayment or scheduled sinking fund payment, any Indebtedness of the
Issuer that is subordinate or junior in right of payment to the Notes (other
than the Senior Subordinated Notes); or

           (d) make any Investment (other than Permitted Investments)

(each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being
referred to as a "RESTRICTED PAYMENT"), if at the time of such Restricted
Payment or immediately after giving effect thereto:

               (1) a Default or an Event of Default shall have occurred and be
          continuing;

               (2) (A) with respect to a Restricted Payment by the Issuer or any
          of its Restricted Subsidiaries (other than Rural/Metro LLC or any of
          its Restricted Subsidiaries), the Issuer is not able to incur at least
          $1.00 of additional Indebtedness pursuant to Section 4.03(a)(i) or (B)
          with respect to a Restricted Payment by Rural/Metro LLC or any of its
          Restricted Subsidiaries, it is not able to incur at least $1.00 of
          additional Indebtedness pursuant to Section 4.03(a)(ii); or


                                       36


               (3) the aggregate amount of Restricted Payments (including such
          proposed Restricted Payment) made after the Issue Date (the amount
          expended for such purpose, if other than in cash, being the Fair
          Market Value of such property) shall exceed the sum of:

                    (w) 50% of the cumulative Consolidated Net Income (or if
               cumulative Consolidated Net Income shall be a loss, minus 100% of
               such loss) of the Issuer earned during the period beginning on
               the first day of the first full fiscal quarter following the
               Issue Date and ending on the last date of the most recent fiscal
               quarter for which financial statements are available prior to the
               date of such Restricted Payment (the "REFERENCE DATE") (treating
               such period as a single accounting period); plus

                    (x) 100% of the aggregate net proceeds received by the
               Issuer from any Person (other than a Subsidiary of the Issuer)
               subsequent to the Issue Date and on or prior to the Reference
               Date from the issuance and sale of Qualified Capital Stock of the
               Issuer's or as a contribution to the equity capital of the Issuer
               by any holder of the Issuer's Capital Stock; plus

                    (y) without duplication of any amounts included in clause
               (3)(x) above, 100% of the net proceeds received by the Issuer
               from any Person (other than a Subsidiary of the Issuer)
               subsequent to the Issue Date and on or prior to the Reference
               Date from the issuance and sale of debt securities or
               Disqualified Capital Stock of the Issuer that has been converted
               into Qualified Capital Stock of the Issuer; plus

                    (z) without duplication, the sum of:

                         (1) the aggregate amount returned in cash on or with
                    respect to Investments (other than Permitted Investments)
                    made subsequent to the Issue Date whether through interest
                    payments, principal payments, dividends or other
                    distributions or payments (to the extent not included in
                    Consolidated Net Income);

                         (2) the net cash proceeds received by the Issuer or any
                    of the Restricted Subsidiaries from the disposition of all
                    or any portion of such Investments (other than to a
                    Subsidiary of the Issuer) (to the extent not included in
                    Consolidated Net Income); and

                         (3) upon Revocation of the status of an Unrestricted
                    Subsidiary as an Unrestricted Subsidiary, the Fair Market
                    Value of the Issuer's and the Restricted Subsidiaries'
                    Investment in such Subsidiary;

           provided, however, that the sum of clauses (1), (2) and (3) above
shall not exceed the aggregate amount of all such Investments made subsequent to
the Issue Date.

           (e) Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit:


                                       37


               (1) the payment of any dividend within 60 days after the date of
          declaration of such dividend if the dividend would have been permitted
          on the date of declaration;

               (2) the acquisition of any shares of Capital Stock of the Issuer,
          either (i) solely in exchange for shares of Qualified Capital Stock of
          the Issuer or (ii) through the application of net proceeds of a
          substantially concurrent sale for cash (other than to a Subsidiary of
          the Issuer) of shares of Qualified Capital Stock of the Issuer;

               (3) the acquisition of any Indebtedness of the Issuer that is
          subordinate or junior in right of payment to the Notes either (i)
          solely in exchange for shares of Qualified Capital Stock of the
          Issuer, or (ii) through the application of the net proceeds of a
          substantially concurrent sale for cash (other than to a Subsidiary of
          the Issuer) of (a) shares of Qualified Capital Stock of the Issuer or
          (b) Refinancing Indebtedness;

               (4) if no Default or Event of Default shall have occurred and be
          continuing, payments to redeem Capital Stock of the Issuer from
          employees of the Issuer or any of its Subsidiaries or their authorized
          representatives, upon the death, disability or termination of
          employment of such employees, in an aggregate amount for all such
          redemptions and repurchases pursuant to this clause (4) not to exceed
          $1.0 million in any calendar year; provided that amounts not utilized
          in any calendar year may be carried forward to be utilized in a
          subsequent calendar year;

               (5) for repurchases of Capital Stock of the Issuer which are
          deemed to occur upon the cashless exercise of stock options or
          warrants if such Capital Stock represents a portion of the exercise
          price of such options or warrants;

               (6) the repurchase, redemption or other acquisition or retirement
          for value of Indebtedness subordinated in right of payment pursuant to
          Sections 4.06 and 4.08; and

               (7) other Restricted Payments pursuant to this clause (7) not to
          exceed $5.0 million in the aggregate from and after the Issue Date.

           In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (3) of Section 4.04(a),
amounts expended pursuant to clauses (1), (2)(ii), (3)(ii)(a), (4) and (6) shall
be included in such calculation.

           Section 4.05. Dividend and Other Payment Restrictions Affecting
Subsidiaries. Issuer will not, and will not cause or permit any of the
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective, any consensual encumbrance or restriction
on the ability of any Restricted Subsidiary to:


                                       38


           (a) pay dividends or make any other distributions on or in respect of
its Capital Stock;

           (b) make loans or advances or to pay any Indebtedness or other
obligation owed to the Issuer or any other Restricted Subsidiary; or

           (c) transfer any of its property or assets to the Issuer or any other
Restricted Subsidiary,

except for such encumbrances or restrictions existing under or by reasons of:

               (1) the Credit Agreement, the Senior Subordinated Indenture and
          the Senior Subordinated Notes and the guarantees thereof and any other
          agreements existing on the Issue Date to the extent and in the manner
          such agreements are in effect on the Issue Date and any amendments,
          restatements, renewals, replacements or refinancings thereof;
          provided, however, that the encumbrances and restrictions contained in
          any such amendments, restatements, renewals, replacements or
          refinancings are not, taken as a whole, materially more restrictive
          than the encumbrances or restrictions contained in such agreements on
          the Issue Date;

               (2) this Indenture, the Notes or in any indenture relating to
          Pari Passu Debt entered into after the Issue Date and incurred in
          compliance with the terms of this Indenture; provided that the
          encumbrances or restrictions in such agreements are not materially
          more restrictive than those contained in this Indenture;

               (3) restrictions on cash or other deposits or net worth imposed
          by agreements entered into in the ordinary course of business;

               (4) customary provisions in joint venture agreements and other
          similar agreements;

               (5) restrictions on the transfer of certificates of necessity or
          other similar authorizations required by the Issuer and its Restricted
          Subsidiaries to provide emergency medical transportation services, to
          the extent contained in such documents or otherwise required by the
          granting authority or jurisdiction;

               (6) applicable law, rule, regulation or order;

               (7) customary non-assignment provisions of any contract or any
          lease governing a leasehold interest of any Restricted Subsidiary;

               (8) any instrument governing Acquired Indebtedness, which
          encumbrance or restriction is not applicable to any Person, or the
          properties or assets of any Person, other than the Person or the
          properties or assets of the Person so acquired;


                                       39


               (9) Purchase Money Indebtedness and Capitalized Lease Obligations
          permitted to be incurred pursuant to Section 4.03(b)(6) that impose
          limitations of the nature described in clause (c) of Section 4.05(a);

               (10) customary restrictions on the transfer of any property or
          assets arising under a security or other agreement governing a Lien
          not prohibited under this Indenture;

               (11) any agreement governing Refinancing Indebtedness; provided,
          however, that the encumbrances or restrictions contained in any such
          Refinancing Indebtedness are not, taken as a whole, materially more
          restrictive than the provisions relating to such encumbrances or
          restrictions contained in the Indebtedness being refinanced; and

               (12) any restriction existing under any agreement entered into
          with respect to the sale or disposition of all or substantially all of
          the Capital Stock or of assets of a Subsidiary provided that the sale
          or disposition in governed by Sections 4.06 and 4.08.

           Section 4.06. Asset Sales. (a) The Issuer will not, and will not
permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless:

               (1) the Issuer or the applicable Restricted Subsidiary, as the
          case may be, receives consideration at the time of such Asset Sale at
          least equal to the Fair Market Value of the assets sold or otherwise
          disposed of;

               (2) at least 75% of the consideration received by the Issuer or
          the Restricted Subsidiary, as the case may be, from such Asset Sale
          shall be in the form of cash or Cash Equivalents; provided that the
          amount of:

                    (a) any liabilities (as shown on the Issuer's or such
               Restricted Subsidiary's most recent balance sheet or in the
               footnotes thereto), of the Issuer or any of its Restricted
               Subsidiaries (other than contingent liabilities and liabilities
               that are by their terms subordinated to the Notes (excluding the
               Issuer's guarantee of the Senior Subordinated Notes)) that are
               assumed by the transferee of any such assets shall be deemed to
               be cash for purposes of this clause (2); and

                    (b) any securities, notes or other obligations received by
               the Issuer or any such Restricted Subsidiary from such transferee
               that are converted by the Issuer or such Restricted Subsidiary
               into cash (to the extent of the cash received) within 180 days
               following the closing of such Asset Sale shall be deemed to be
               cash for purposes of this clause (2); and

               (3) upon the consummation of an Asset Sale, the Issuer shall
          apply, or cause such Restricted Subsidiary to apply, the Net Cash
          Proceeds relating to such Asset Sale within 360 days after receipt
          thereof either to:

                    (A) repay Indebtedness outstanding under (i) the Credit
               Agreement or another Facility and, if the Indebtedness repaid is
               revolving credit Indebtedness, to correspondingly permanently
               reduce commitments with respect thereto and (ii) the Senior
               Subordinated Notes and other Indebtedness of the Issuer's
               Restricted Subsidiaries,


                                       40


                    (B) acquire Replacement Assets, or

                    (C) a combination of repayment and acquisition permitted by
               the foregoing clauses (3)(A) and (3)(B).

           (b) On the 361st day after an Asset Sale or such earlier date, if
any, as the Board of Directors of the Issuer or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (3)(A), (3)(B) and (3)(C) of Section 4.06(a) (each, a "NET
PROCEEDS OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds which
have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in clauses (3)(A), (3)(B) and (3)(C) of the preceding paragraph (each
a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Issuer to make an offer
to purchase (the "NET PROCEEDS OFFER") to all Holders and, to the extent
required by the terms of any Pari Passu Debt, an offer to purchase to all
holders of such Pari Passu Debt, on a date (the "NET PROCEEDS OFFER PAYMENT
DATE") not less than 30 nor more than 60 days following the applicable Net
Proceeds Offer Trigger Date, from all Holders (and holders of such Pari Passu
Debt) on a pro rata basis, that Accreted Value of Notes (and principal amount of
Pari Passu Debt) equal to the Net Proceeds Offer Amount at a price equal to 100%
of the Accreted Value as of the Net Proceeds Offer Payment Date of the Notes to
be purchased, plus accrued and unpaid interest, if any, thereon to the date of
purchase (and in the case of Pari Passu Debt, the redemption price for such Pari
Passu Debt set forth in the related documentation governing such Indebtedness,
plus accrued and unpaid interest, if any, thereon to the date of purchase);
provided, however, that if at any time any non-cash consideration received by
the Issuer or any Restricted Subsidiary, as the case may be, in connection with
any Asset Sale is converted into or sold or otherwise disposed of for cash
(other than interest received with respect to any such non-cash consideration)
or Cash Equivalents, then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be
applied in accordance with this Section 4.06.

           (c) The Issuer may defer the Net Proceeds Offer until there is an
aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10..0
million resulting from one or more Asset Sales or deemed Asset Sales (at which
time, the entire unutilized Net Proceeds Offer Amount, and not just the amount
in excess of $10.0 million, shall be applied as required pursuant to this
paragraph). Pending the final application of any Net Cash Proceeds, the Issuer
or such Restricted Subsidiary may temporarily reduce revolving credit borrowings
or otherwise invest the Net Cash Proceeds in any manner that is not prohibited
by this Indenture. The first such date the aggregate unutilized Net Proceeds
Offer Amount is equal to or in excess of $10.0 million shall be treated for this
purpose as the Net Proceeds Offer Trigger Date.

           (d) In the event of the transfer of substantially all (but not all)
of the property and assets of the Issuer and the Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Article 6 which
transaction does not constitute a Change of Control, the successor corporation
shall be deemed to have sold the properties and assets of the Issuer and the
Restricted Subsidiaries not so transferred for purposes of this Section 4.06,
and shall comply with the provisions of this Section 4.06 with respect to such
deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of
such properties and assets of the Issuer or the Restricted Subsidiaries deemed
to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section
4.06.


                                       41


           (e) Each Net Proceeds Offer will be mailed to the record Holders as
shown on the register of Holders within 30 days following the Net Proceeds Offer
Trigger Date, with a copy to the Trustee, and shall comply with the procedures
set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer,
Holders may elect to tender their Notes in whole or in part in integral
multiples of $1,000 principal amount at maturity in exchange for cash. If any
proceeds remain after consummation of the purchase of all properly tendered and
not withdrawn Notes pursuant to a Net Proceeds Offer, the Issuer may use such
remaining proceeds for any purpose not otherwise prohibited by this Indenture.
To the extent Holders properly tender Notes and holders of Pari Passu Debt
properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer
Amount, the tendered Notes and Pari Passu Debt will be purchased on a pro rata
basis based on aggregate amounts of Notes and Pari Passu Debt tendered. A Net
Proceeds Offer shall remain open for a period of 20 Business Days or such longer
period as may be required by law. Upon completion of each Net Proceeds Offer,
the Net Proceeds Offer Amount shall be reset at zero.

           (f) The Issuer will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations to the extent
such laws and regulations are applicable in connection with the repurchase of
Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any
securities laws or regulations conflict with this Section 4.06, the Issuer shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.06 by virtue
thereof.

           Section 4.07. Transactions with Affiliates. (a) The Issuer will not,
and will not permit any of the Restricted Subsidiaries to, directly or
indirectly, enter into or permit to exist any transaction or series of related
transactions (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with, or for the
benefit of, any of its Affiliates (each an "AFFILIATE TRANSACTION"), other than:

               (i) Affiliate Transactions permitted under Section 4.07(b) below;
          or

               (ii) Affiliate Transactions on terms that are not less favorable
          than those that would have been obtained in a comparable transaction
          at such time on an arm's-length basis from a Person that is not an
          Affiliate of the Issuer or such Restricted Subsidiary.

           All Affiliate Transactions (and each series of related Affiliate
Transactions which are related, similar or part of a common plan) involving
aggregate payments or other property with a Fair Market Value in excess of $1.0
million shall be approved by a majority of the disinterested members of the
Board of Directors of the Issuer, such approval to be evidenced by a Board
Resolution stating that such disinterested members of the Board of Directors
have determined that such transaction complies with the foregoing provisions. If
the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or
series of related Affiliate Transactions which are related, similar or part of a


                                       42


common plan) that involves an aggregate Fair Market Value of more than $10.0
million or as to which there are no disinterested members of the Board of
Directors of the Issuer shall, prior to the consummation thereof, obtain a
favorable opinion as to the fairness of such transaction or series of related
transactions the Issuer or the relevant Restricted Subsidiary, as the case may
be, from a financial point of view, from an Independent Financial Advisor and
file the same with the Trustee.

           (b) The restrictions set forth in clause (a) shall not apply to:

               (1) fees and compensation paid to, and benefits (including stock
          options and awards) and indemnity provided on behalf of, officers,
          directors, employees or consultants of the Issuer or any Restricted
          Subsidiary as determined in good faith by the Issuer's Board of
          Directors or senior management;

               (2) transactions exclusively between or among the Issuer and any
          of the Restricted Subsidiaries or exclusively between or among such
          Restricted Subsidiaries; provided that such transactions are not
          otherwise prohibited by this Indenture;

               (3) transactions between or among the Issuer or any Restricted
          Subsidiary and Permitted Joint Ventures, to the extent such
          transactions are on terms that are not less favorable to the Issuer or
          any Restricted Subsidiary than those that would have been obtained in
          a comparable transaction at such time on an arm's length basis from a
          person that is not an Affiliate of the Issuer or such Restricted
          Subsidiaries;

               (4) any agreement as in effect as of the Issue Date and disclosed
          in the Offering Memorandum or any amendment or replacement agreement
          thereto or any transaction contemplated thereby (including pursuant to
          any amendment thereto) so long as any such amendment or replacement
          agreement is not more disadvantageous to the Holders in any material
          respect than the original agreement as in effect on the Issue Date;
          and

               (5) Restricted Payments or Permitted Investments permitted by
          this Indenture.

           Section 4.08. Change of Control. (a) Upon the occurrence of a Change
of Control, each Holder will have the right to require that the Issuer purchase
all or a portion of such Holder's Notes pursuant to this Section 4.08 (the
"CHANGE OF CONTROL OFFER"), at a purchase price equal to 101% of the Accreted
Value thereof plus accrued and unpaid interest, if any, thereon to the date of
purchase (the "CHANGE OF CONTROL PAYMENT").

           (b) Within 30 days following the date upon which the Change of
Control occurs, the Issuer must send, by first class mail, a notice to each
Holder, with a copy to the Trustee, which notice shall govern the terms of the
Change of Control Offer. Such notice shall state, among other things, the
purchase date, which must be no earlier than 30 days nor later than 60 days from
the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE").

           (c) Holders electing to have a Note purchased pursuant to a Change of
Control Offer will be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, to
the paying agent at the address specified in the notice prior to the close of
business on the third Business Day prior to the Change of Control Payment Date.


                                       43


           (d) On the Change of Control Payment Date, the Issuer will, to the
extent lawful:

               (1) accept for payment all Notes or portions of Notes properly
          tendered pursuant to the Change of Control Offer;

               (2) deposit with the paying agent an amount equal to the Change
          of Control Payment in respect of all Notes or portions of Notes
          properly tendered; and

               (3) deliver or cause to be delivered to the Trustee the Notes
          properly accepted together with an Officers' Certificate stating the
          aggregate principal amount at maturity of Notes or portions of Notes
          being purchased by the Issuer.

           (e) On the Change of Control Purchase Date all Notes purchased by the
Issuer under this Section 4.08 shall be delivered to the Trustee for
cancellation, and the Issuer shall pay the Change of Control Payment to the
Holders entitled thereto. The paying agent will promptly mail to each Holder of
Notes properly tendered the Change of Control Payment for such Notes, and the
Trustee will promptly authenticate and mail to each Holder a new Note in a
principal amount at maturity equal to any unpurchased portion of the Notes
surrendered, if any; provided, however, that each new Note will be in a
principal amount at maturity of $1,000 or an integral multiple of $1,000.

           (f) Notwithstanding the foregoing provisions of this Section, the
Issuer shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in Section
4.08(b) applicable to a Change of Control Offer made by the Issuer and purchases
all Notes validly tendered and not withdrawn under such Change of Control Offer.

           (g) At the time the Issuer delivers Notes to the Trustee which are to
be accepted for purchase, the Issuer shall also deliver an Officers' Certificate
stating that such Notes are to be accepted by the Issuer pursuant to and in
accordance with the terms of this Section 4.08. A Note shall be deemed to have
been accepted for purchase at the time the Trustee, directly or through an
agent, mails or delivers payment therefor to the surrendering Holder.

           (h) Prior to any Change of Control Offer, the Issuer shall deliver to
the Trustee an Officers' Certificate stating that all conditions precedent
contained herein to the right of the Issuer to make such offer have been
complied with.

           (i) The Issuer shall comply with the requirements of Section 14e-1 of
the Exchange Act and any other securities laws or regulations in connection with
the repurchase of Notes pursuant to this Section 4.08 to the extent those laws
and regulations are applicable in connection with the repurchase of the Notes as
a result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.08,
the Issuer shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section by
virtue thereof.


                                       44


           Section 4.09. Compliance Certificate. The Issuer shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Issuer an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Issuer they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Issuer taking or propose to take with
respect thereto. The Issuer also shall comply with Section 314(a)(4) of the TIA.

           Section 4.10. Further Instruments and Acts. Upon request of the
Trustee, the Issuer shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

           Section 4.11. Liens. The Issuer will not, directly or indirectly,
create, incur, assume or permit or suffer to exist any Liens securing borrowed
money against or upon any property or assets of the Issuer, whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, unless:

               (1) in the case of Liens securing borrowed money that is
          expressly subordinate or junior in right of payment to the Notes, the
          Notes are secured by a Lien on such property, assets or proceeds that
          is senior in priority to such Liens; and

               (2) in the case of Liens securing borrowed money that is equal in
          right of payment to the Notes, the Notes are equally and ratably
          secured,

except for:

               (A) Liens existing as of the Issue Date to the extent and in the
          manner such Liens are in effect on the Issue Date after giving effect
          to the application of the proceeds of the Offerings;

               (B) Liens securing the Notes;

               (C) Liens securing Refinancing Indebtedness which is incurred to
          Refinance any Indebtedness secured by a Lien permitted under this
          Indenture; provided, however, that such Liens do not extend to or
          cover any property or assets of the Issuer not securing the
          Indebtedness so Refinanced; and

               (D) Permitted Liens.

           Section 4.12. [Reserved].

           Section 4.13. Maintenance of Office or Agency. (a) The Issuer shall
maintain an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or the Registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or


                                       45


upon the Issuer in respect of the Notes and this Indenture may be served. The
Issuer shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Issuer
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the corporate trust office of the
Trustee as set forth in Section 13.02.

           (b) The Issuer may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Issuer of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York, for such purposes. The Issuer shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

           Section 4.14. Business Activities. The Issuer and its Restricted
Subsidiaries will not engage in any businesses which are not the same, similar
or reasonably related or ancillary to the businesses in which the Issuer and its
Restricted Subsidiaries are engaged on the Issue Date, including but not limited
to any other emergency services businesses (a "PERMITTED BUSINESS").

           Section 4.15. Payment for Consent. The Issuer will not, and will not
permit any of its Subsidiaries to, directly or indirectly, pay or cause to be
paid any consideration to or for the benefit of any holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all holders of Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

           Section 4.16. [Reserved].

           Section 4.17. Limitation on Designations of Unrestricted
Subsidiaries. (a) After the Issue Date, the Issuer may designate any Subsidiary
of the Issuer (other than a Subsidiary of the Issuer which owns Capital Stock of
a Restricted Subsidiary) as an "Unrestricted Subsidiary" (a "DESIGNATION") only
if:

               (1) no Default or Event of Default shall have occurred and be
          continuing at the time of or after giving effect to such Designation;
          and

               (2) the Issuer is permitted to make a Restricted Payment pursuant
          to Section 4.04 at the time of Designation (assuming the effectiveness
          of such Designation) in an amount equal to the Fair Market Value of
          Issuer's and the Restricted Subsidiaries' Investment in such
          Subsidiary on such date.

           (b) The Issuer shall not, and shall not cause or permit any
Restricted Subsidiary to, at any time:


                                       46


               (1) provide direct or indirect credit support for or a guarantee
          of any Indebtedness of any Unrestricted Subsidiary (including any
          undertaking agreement or instrument evidencing such Indebtedness);

               (2) be directly or indirectly liable for any Indebtedness of any
          Unrestricted Subsidiary; or

               (3) be directly or indirectly liable for any Indebtedness which
          provides that the holder thereof may (upon notice, lapse of time or
          both) declare a default thereon or cause the payment thereof to be
          accelerated or payable prior to its final scheduled maturity upon the
          occurrence of a default with respect to any Indebtedness of any
          Unrestricted Subsidiary (including any right to take enforcement
          action against such Unrestricted Subsidiary),

except, in the case of clause (b)(1) or (b)(2), to the extent permitted under
Section 4.04 or the definition of Permitted Investments.

           (c) The Issuer may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary ("REVOCATION"), whereupon such Subsidiary shall then
constitute a Restricted Subsidiary, if:

               (1) no Default or Event of Default shall have occurred and be
          continuing at the time and after giving effect to such Revocation;

               (2) immediately after giving effect to such Revocation, (x) if
          such Subsidiary is a Subsidiary of Rural/Metro LLC, Rural/Metro LLC
          would be permitted to incur $1.00 of additional Indebtedness pursuant
          to Section 4.01(a) (ii) or (y) is such Subsidiary is a Subsidiary
          other than a Subsidiary described in clause (x) above, Issuer would be
          permitted to incur $1.00 of additional Indebtedness pursuant to
          Section 4.01(a)(i); and

               (3) all Liens and Indebtedness of such Unrestricted Subsidiary
          outstanding immediately following such Revocation would, if incurred
          at such time, have been permitted to be incurred under this Indenture.

           (d) All Designations and Revocations must be evidenced by a Board
Resolution of the Issuer delivered to the Trustee, together with an Officers'
Certificate certifying compliance with the foregoing provisions.

                                    ARTICLE 5
                     MERGER, CONSOLIDATION OR SALE OF ASSETS


           Section 5.01. Consolidation, Merger or Sale of Assets of the Issuer.
The Issuer will not, in a single transaction or series of related transactions,
consolidate or merge with or into any Person, or sell, assign, transfer, lease,
convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to
sell, assign, transfer, lease, convey or otherwise dispose of) all or
substantially all of the Issuer's assets (determined on a consolidated basis for
the Issuer and the Restricted Subsidiaries) to any Person unless:


                                       47


               (1) either

                    (A) the Issuer shall be the surviving or continuing
               corporation or

                    (B) the Person (if other than the Issuer) formed by such
               consolidation or into which the Issuer is merged or the Person to
               which such sale, assignment, transfer, lease, conveyance or other
               disposition has been made (the "SURVIVING ENTITY"):

                         (i) shall be a corporation organized and validly
                    existing under the laws of the United States or any State
                    thereof or the District of Columbia; and

                         (ii) shall expressly assume, by supplemental indenture
                    (in form and substance satisfactory to the Trustee),
                    executed and delivered to the Trustee, the due and punctual
                    payment of the principal of, and premium, if any, and
                    interest on all of the Notes and the performance of every
                    covenant of the Notes, this Indenture and the Registration
                    Rights Agreement on the part of Issuer to be performed or
                    observed;

               (2) except in the case of a consolidation or merger of the Issuer
          with or into, or a disposition to, a Restricted Subsidiary,
          immediately after giving effect to such transaction and the assumption
          contemplated by clause (1)(B)(ii) above (including giving effect to
          any Indebtedness and Acquired Indebtedness incurred or anticipated to
          be incurred in connection with or in respect of such transaction), the
          Issuer or such Surviving Entity, as the case may be, shall be able to
          incur at least $1.00 of additional Indebtedness pursuant to the
          Consolidated Fixed Charge Coverage Ratio test set forth in Section
          4.03(a);

               (3) immediately before and immediately after giving effect to
          such transaction and the assumption contemplated by clause (1)(B)(ii)
          above (including, without limitation, giving effect to any
          Indebtedness and Acquired Indebtedness incurred or anticipated to be
          incurred and any Lien granted in connection with or in respect of the
          transaction), no Default or Event of Default shall have occurred and
          be continuing; and

               (4) the Issuer or the Surviving Entity, as the case may be, shall
          have delivered to the Trustee an Officers' Certificate and an Opinion
          of Counsel, each stating that such consolidation, merger, sale,
          assignment, transfer, lease, conveyance or other disposition and, if a
          supplemental indenture is required in connection with such
          transaction, such supplemental indenture complies with the applicable
          provisions of this Indenture and that all conditions precedent in this
          Indenture relating to such transaction have been satisfied.

           For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Capital Stock of which constitutes all or substantially all of
the properties and assets of the Issuer, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Issuer.


                                       48


           Upon any consolidation, combination or merger or any transfer of all
or substantially all of the assets of the Issuer in accordance with the
foregoing in which the Issuer is not the continuing corporation, the successor
Person formed by such consolidation or into which the Issuer is merged or to
which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture and the Notes with the same effect as if such surviving entity
had been named as such.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES


           Section 6.01. Events of Default. The following events constitute an
"EVENT OF DEFAULT":

           (a) the failure to pay interest on any Notes when the same becomes
due and payable and the default continues for a period of 30 days;

           (b) the failure to pay the principal on any Notes, when such
principal becomes due and payable, at maturity, upon redemption or otherwise
(including the failure to make a payment to purchase Notes tendered pursuant to
a Change of Control Offer or a Net Proceeds Offer);

           (c) a default in the observance or performance of any other covenant
or agreement contained in this Indenture which default continues for a period of
60 days after the Issuer receives written notice specifying the default from the
Trustee or the Holders of at least 25% of the outstanding principal amount at
maturity of the Notes (except that a default with respect to Article 5 will
constitute an Event of Default with such notice requirement but without such
passage of time requirement);

           (d) a default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness of the Issuer or of any Restricted Subsidiary (or the payment of
which is guaranteed by the Issuer or any Restricted Subsidiary), whether such
Indebtedness now exists or is created after the Issue Date, which default (A) is
caused by a failure to pay principal at final maturity of such Indebtedness
after any applicable grace period (and any extensions thereof) provided in such
Indebtedness on the date of such default (a "PAYMENT DEFAULT") or (B) results in
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been such a payment
default or the maturity of which has been so accelerated, aggregates $5.0
million;


                                       49


           (e) one or more judgments in an aggregate amount in excess of $5..0
million (net of amounts covered by insurance) shall have been rendered against
the Issuer or any of the Restricted Subsidiaries and such judgments remain
undischarged, unpaid, unstayed or unsatisfied for a period of 60 days after such
judgment or judgments become final and nonappealable; or

           (f) the Issuer or any Significant Subisidary pursuant to or within
the meaning of any Bankruptcy Law:

               (i) commences a voluntary case;

               (ii) consents to the entry of an order for relief against it in
          an involuntary case;

               (iii) consents to the appointment of a Custodian of it or for any
          substantial part of its property; or

               (iv) makes a general assignment for the benefit of its creditors
          or take any comparable action under any foreign laws relating to
          insolvency; or

           (g) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

               (i) is for relief against the Issuer or any Significant
          Subsidiary in an involuntary case;

               (ii) appoints a Custodian of the Issuer or any Significant
          Subsidiary or for any substantial part of its property;

               (iii) orders the winding up or liquidation of the Issuer or any
          Significant Subsidiary; or

               (iv) any similar relief is granted under any foreign laws and the
          order or decree remains unstayed and in effect for 60 days.

           The foregoing shall constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

           The term "BANKRUPTCY LAW" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. The term "CUSTODIAN"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

           Section 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Sections 6.01(f) or (g)) shall occur and be
continuing, the Trustee or the Holders of at least 25% in principal amount at
maturity of outstanding Notes may declare the Accreted Value of, premium, if
any, and accrued interest on, and Accreted Value of, all the Notes to be due and
payable immediately by notice in writing to the Issuer (and if given by the
Holders, the Trustee) specifying the respective Events of Default and that it is
a "notice of acceleration." Upon such notice of acceleration, the Accreted Value


                                       50


of and accrued and unpaid interest, if any, on, and Accreted Value of, the
outstanding Notes shall become due and payable. If an Event of Default specified
in Section 6.01(f) or (g) above with respect to the Issuer occurs and is
continuing, then all unpaid principal of, premium, if any, and accrued and
unpaid interest on all of the outstanding Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

           In the event of an acceleration declaration of the Notes because an
Event of Default described in Section 6.01(d) has occurred and is continuing,
the acceleration declaration shall be automatically annulled if the payment
default or other default triggering such Event of Default pursuant to Section
6.01(d) shall be remedied or cured by the Issuer or a Restricted Subsidiary or
waived by the holders of the relevant Indebtedness within 20 days after the
acceleration declaration with respect thereto and if (a) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (b) all existing Events of Default, except
nonpayment of principal, premium or interest on the Notes that became due solely
because of the acceleration of the Notes, have been cured or waived.

           At any time after a declaration of acceleration with respect to the
Notes as described in the preceding paragraph, the Holders of a majority in
principal amount at maturity of the then outstanding Notes may rescind and
cancel such declaration and its consequences:

               (1) if the rescission would not conflict with any judgment or
          decree;

               (2) if all existing Events of Default have been cured or waived
          except nonpayment of principal or interest that has become due solely
          because of the acceleration;

               (3) to the extent the payment of such interest is lawful, if
          interest on overdue installments of interest and overdue principal,
          which has become due otherwise than by such declaration of
          acceleration, has been paid;

               (4) if the Issuer has paid the Trustee its reasonable
          compensation and reimbursed the Trustee for its expenses,
          disbursements and advances; and

               (5) in the event of the cure or waiver of an Event of Default of
          the type described in Sections 6.01(f) or (g), the Trustee shall have
          received an Officers' Certificate and an Opinion of Counsel that such
          Event of Default has been cured or waived.

           No such rescission shall affect any subsequent Default or Event of
Default or impair any right consequent thereto.

           The Holders of a majority in principal amount at maturity of the then
outstanding Notes may waive any existing Default or Event of Default under this
Indenture, and its consequences, except a default in the payment of the
principal of or premium, if any, or interest on any Notes.


                                       51


           The Issuer is required to provide an Officers' Certificate to the
Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of
Default (provided that the Issuer shall provide such certification at least
annually whether or not they know of any Default or Event of Default) that has
occurred and, if applicable, describe such Default or Event of Default and the
status thereof.

           Section 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy at law or in equity to
collect the payment of principal of or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

           The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative. Section 6.04. Waiver of
Past Defaults. Provided the Notes are not then due and payable by reason of a
declaration of acceleration, the Holders of a majority in aggregate principal
amount at maturity of the Notes outstanding by notice to the Trustee may waive
an existing Default and its consequences except (a) a Default in the payment of
the principal of or interest on a Note (including in connection with an offer to
purchase) or (b) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected. When a Default is
waived, it is deemed cured and the Issuer, the Trustee and the Holders will be
restored to their former positions and rights under this Indenture, but no such
waiver shall extend to any subsequent or other Default or impair any consequent
right.

           Section 6.05. Control by Majority. The Holders of a majority in
aggregate principal amount at maturity of the Notes outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or, subject to Section 7.01, that the Trustee determines is
unduly prejudicial to the rights of any other Holder or that would involve the
Trustee in personal liability; provided, however, that the Trustee may take any
other action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action under this Indenture, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.

           Section 6.06. Limitation on Suits. (a) Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no Holder
may pursue any remedy with respect to this Indenture or the Notes unless:

               (i) the Holder gives to the Trustee written notice stating that
          an Event of Default is continuing;

               (ii) the Holders of at least 25% in principal amount at maturity
          of the Notes make a written request to the Trustee to pursue the
          remedy;


                                       52


               (iii) such Holder or Holders offer to the Trustee reasonable
          security or indemnity satisfactory to it against any loss, liability
          or expense;

               (iv) the Trustee does not comply with the request within 60 days
          after receipt of the request and the offer of security or indemnity;
          and

               (v) the Holders of a majority in principal amount at maturity of
          the Notes outstanding do not give the Trustee a direction inconsistent
          with the request during such 60-day period.

           (b) A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

           Section 6.07. Rights of the Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Notes held by such
Holder, on or after the respective due dates expressed or provided for in the
Notes, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

           Section 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Issuer or any other obligor on the Notes for the whole amount then due and owing
(together with interest on overdue principal and (to the extent lawful) on any
unpaid interest at the rate provided for in the Notes) and the amounts provided
for in Section 7.07.

           Section 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation, expenses disbursements and advances of the Trustee
(including counsel, accountants, experts or such other professionals as the
Trustee deems necessary, advisable or appropriate)) and the Holders allowed in
any judicial proceedings relative to the Issuer, their creditors or their
property, shall be entitled to participate as a member, voting or otherwise, of
any official committee of creditors appointed in such matters and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders
in any election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.

           Section 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:


                                       53


           FIRST: to the Trustee for amounts due under Section 7.07;

           SECOND: to the Holders for amounts due and unpaid on the Notes for
principal, premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal and interest, respectively; and

           THIRD: to the Issuer.

           The Trustee may fix a record date and payment date for any payment to
the Holders pursuant to this Section. At least 15 days before such record date,
the Trustee shall mail to each Holder and the Issuer a notice that states the
record date, the payment date and amount to be paid.

           Section 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in principal amount at maturity of the Notes.

           Section 6.12. Waiver of Stay or Extension Laws. The Issuer (to the
extent it may lawfully do so) shall not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Issuer (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and shall not hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.

           Section 6.13. Waiver of Substantive Consolidation Claims. The Trustee
and each Holder and beneficial owner of Notes, by accepting a Note, agrees that,
in any proceeding under the U.S. Bankruptcy Code or any proceeding under any
similar law, it will not, directly or indirectly, request, join in or support
any request, or provide any assistance or encouragement or solicit any other
person to make any request, for substantive consolidation of the Issuer with any
one or more of its Subsidiaries or for a determination that piercing the
corporate veil, alter ego or any similar theory is applicable to the Issuer and
one or more of its Subsidiaries and waive any and all rights they may have to do
so. In the event that the Issuer is substantively consolidated with any or more
of its Subsidiaries, the Trustee and each Holder and beneficial owner agree that
it will not benefit from such substantive consolidation and will be treated as
if the substantive consolidation did not occur (and any such benefit that would
have accrued to the Holders shall be turned over to the creditors of the
Subsidiary or Subsidiaries that are so substantively consolidated). The Trustee
and each Holder and beneficial owner acknowledges that lenders under the Credit
Agreement and holders of the Notes are expressly relying on the separateness of
the Issuer from its Subsidiaries, and agree that lenders under the Credit
Agreement, holders of the Notes and other creditors of Subsidiaries of the
Issuer may rely on the agreements and waivers in this Section 6.13. The
provisions of this Section 6.13 are not binding on creditors of the Issuer other
than the Trustee and the Holders and beneficial owners of Notes, in their
capacities as such.


                                       54


                                    ARTICLE 7
                                     TRUSTEE


           Section 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

           Except during the continuance of an Event of Default:

               (i) the Trustee undertakes to perform such duties and only such
          duties as are specifically set forth in this Indenture and no implied
          covenants or obligations shall be read into this Indenture against the
          Trustee; and

               (ii) in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture. However, in the case of certificates or opinions
          required by any provision hereof to be provided to it, the Trustee
          shall examine the certificates and opinions to determine whether or
          not they conform to the requirements of this Indenture.

           (b) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

               (i) this paragraph does not limit the effect of paragraph (b) of
          this Section 7.01;

               (ii) the Trustee shall not be liable for any error of judgment
          made in good faith by a Trust Officer unless it is proved that the
          Trustee was negligent in ascertaining the pertinent facts;

               (iii) the Trustee shall not be liable with respect to any action
          it takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 6.05; and

               (iv) no provision of this Indenture shall require the Trustee to
          expend or risk its own funds or otherwise incur financial liability in
          the performance of any of its duties hereunder or in the exercise of
          any of its rights or powers.

           (c) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.


                                       55


           (d) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Issuer.

           (e) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

           (f) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

           Section 7.02. Rights of Trustee(a) . (a) The Trustee may conclusively
rely on any document believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.

           (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on the
Officers' Certificate or Opinion of Counsel.

           (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

           (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute
willful misconduct or negligence.

           (e) The Trustee may consult with counsel of its own selection and the
advice or Opinion of Counsel with respect to legal matters relating to this
Indenture and the Notes shall be full and complete authorization and protection
from liability in respect of any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such
counsel.

           (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture,
note or other paper or document unless requested in writing to do so by the
Holders of not less than a majority in principal amount at maturity of the Notes
at the time outstanding, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney, at the expense of the Issuer
and shall incur no liability of any kind by reason of such inquiry or
investigation.

           (g) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.


                                       56


           (h) The rights, privileges, protections, immunities and benefits
given to the Trustee, including its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder.

           (i) In no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss or profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

           Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent or Registrar may do the same
with like rights. However, the Trustee must comply with Sections 7.10 and 7..11.

           Section 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Issuer's use of
the proceeds from the Notes, and it shall not be responsible for any statement
of the Issuer in this Indenture or in any document issued in connection with the
sale of the Notes or in the Notes other than the Trustee's certificate of
authentication. The Trustee shall not be charged with knowledge of any Default
or Event of Default under Sections 6.01(c), (d), (e) or (h) unless either (a) a
Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have
received notice thereof in accordance with Section 13.02 hereof from the Issuer
or any Holder.

           Section 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to the Trustee, the Trustee shall mail to
each Holder notice of the Default within the earlier of (a) 90 days after it
occurs or (b) 30 days after it is actually known to a Trust Officer or written
notice of it is received by the Trustee. Except in the case of a Default in the
payment of principal of, premium (if any) or interest on any Note, the Trustee
may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the interests of the
Holders. Section 7.06. Reports by Trustee to the Holders. As promptly as
practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to September 30 in each year, the Trustee
shall mail to each Holder a brief report dated as of such September 30 that
complies with Section 313(a) of the TIA if and to the extent required thereby.
The Trustee shall also comply with Section 313(b) of the TIA.

           A copy of each report at the time of its mailing to the Holders shall
be filed with the Commission and each stock exchange (if any) on which the Notes
are listed. The Issuer agrees to notify promptly the Trustee whenever the Notes
become listed on any stock exchange and of any delisting thereof.


                                       57


           Section 7.07. Compensation and Indemnity. The Issuer shall pay to the
Trustee from time to time reasonable compensation for its services, as agreed
upon from time to time in writing. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to
the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Issuer shall indemnify the Trustee against
any and all loss, liability, claim, damage or expense (including reasonable
attorneys' fees and expenses) incurred by or in connection with the acceptance
or administration of this trust and the performance of its duties hereunder,
including the costs and expenses of enforcing this Indenture against the Issuer
(including this Section 7.07) and defending itself against or investigating any
claim (whether asserted by the Issuer, any Holder or any other Person). The
Trustee shall notify the Issuer of any claim for which it may seek indemnity
promptly upon obtaining actual knowledge thereof; provided, however, that any
failure so to notify the Issuer shall not relieve the Issuer of its indemnity
obligations hereunder. The Issuer shall defend the claim and the indemnified
party shall provide reasonable cooperation at the Issuer's expense in the
defense. Such indemnified parties may have separate counsel and the Issuer shall
pay the fees and expenses of such counsel; provided, however, that the Issuer
shall not be required to pay such fees and expenses if it assumes such
indemnified parties' defense and, in such indemnified parties' reasonable
judgment, there is no conflict of interest between the Issuer and such parties
in connection with such defense. The Issuer need not reimburse any expense or
indemnify against any loss, liability or expense incurred by an indemnified
party through such party's own willful misconduct, negligence or bad faith.

           To secure the Issuer's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Notes.

           The Issuer's payment obligations pursuant to this Section shall
survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee. Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(f) or (g) with respect to the
Issuer, the expenses are intended to constitute expenses of administration under
the Bankruptcy Law.

           Section 7.08. Replacement of Trustee. (a) The Trustee may resign and
be discharged from the trust hereby created upon 30 days' prior notice to the
Issuer. The Holders of a majority in principal amount at maturity of the Notes
outstanding may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee. The Issuer shall remove the Trustee if:

               (i) the Trustee fails to comply with Section 7.10;

               (ii) the Trustee is adjudged bankrupt or insolvent;

               (iii) a receiver or other public officer takes charge of the
          Trustee or its property; or

               (iv) the Trustee otherwise becomes incapable of acting.


                                       58


           (b) If the Trustee resigns, is removed by the Issuer or by the
Holders of a majority in principal amount at maturity of the Notes outstanding
and such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Issuer shall
promptly appoint a successor Trustee.

           (c) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to the
Holders. The retiring Trustee shall, upon payment of its charges hereunder,
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the Lien provided for in Section 7.07.

           (d) If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee or the Holders
of 10% in principal amount at maturity of the Notes may petition at the expense
of the Issuer any court of competent jurisdiction for the appointment of a
successor Trustee.

           (e) If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in Section 310(b) of the TIA, any
Holder who has been a bona fide holder of a Note for at least six months may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

           (f) Notwithstanding the replacement of the Trustee pursuant to this
Section, the Issuer's obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

           Section 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

           In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor trustee hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Trustee shall have.

           Section 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall
have a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
Section 310(b) of the TIA, subject to its right to apply for a stay of its duty
to resign under the penultimate paragraph of Section 310(b) of the TIA;


                                       59


provided, however, that there shall be excluded from the operation of Section
310(b)(1) of the TIA any series of securities issued under this Indenture and
any indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Issuer are outstanding if
the requirements for such exclusion set forth in Section 310(b)(1) of the TIA
are met.

           Section 7.11. Preferential Collection of Claims Against Issuer. The
Trustee shall comply with Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the TIA to the extent
indicated.

                                    ARTICLE 8
                       DISCHARGE OF INDENTURE; DEFEASANCE


           Section 8.01. Discharge of Liability on Notes. This Indenture shall
be discharged and shall cease to be of further effect (except as to surviving
rights of registration of transfer or exchange of Notes, as expressly provided
for in this Indenture) as to all outstanding Notes when:

               (1) either: (a) all the Notes theretofore authenticated and
          delivered (except lost, stolen or destroyed Notes which have been
          replaced or paid and Notes for whose payment money has theretofore
          been deposited in trust or segregated and held in trust by the Issuer
          and thereafter repaid to the Issuer or discharged from such trust)
          have been delivered to the Trustee for cancellation or (b) all Notes
          not theretofore delivered to the Trustee for cancellation have become
          due and payable or within one year will become due and payable,
          whether at maturity or as a result of the mailing of a notice of
          redemption, and the Issuer has irrevocably deposited or caused to be
          deposited with the Trustee funds in an amount in cash in U.S. dollars,
          non-callable Government Obligations, or combination thereof,
          sufficient to pay and discharge the entire Indebtedness on the Notes
          not theretofore delivered to the Trustee for cancellation, for
          principal of, premium, if any, and interest on the Notes to the date
          of deposit together with irrevocable instructions from the Issuer
          directing the Trustee to apply such funds to the payment thereof at
          maturity or redemption, as the case may be;

               (2) the Issuer has paid or caused to be paid all other sums
          payable by it under this Indenture; and

               (3) the Issuer has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel stating that all conditions
          precedent under this Indenture relating to the satisfaction and
          discharge of this Indenture have been complied with.

           Section 8.02. Defeasance. (a) The Issuer may, at its option and at
any time, elect to have all of its obligations discharged with respect to the
outstanding Notes issued under this Indenture ("LEGAL DEFEASANCE"). Such Legal
Defeasance means that the Issuer shall be deemed to have paid and discharged the
entire indebtedness represented by the outstanding Notes, except for:


                                       60


               (i) the rights of Holders to receive payments in respect of the
          principal of, premium, if any, and interest on the Notes when such
          payments are due;

               (ii) the Issuer's obligations with respect to the Notes under
          Sections 2.07, 2.08 and 2.10 and the maintenance of an office or
          agency for payments;

               (iii) the rights, powers, trusts, duties and immunities of the
          Trustee, and the Issuer's obligations in connection therewith; and

               (iv) this Section 8.02(a).

           (b) The Issuer may, at its option and at any time, elect to have
their obligations released with respect to Sections 4.02, 4.03, 4.04, 4.05,
4.06, 4.07, 4.08, 4.11, 4.12, 4.14, and 4.17 and the operation of Article 5 and
Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant
Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant
Subsidiaries of the Issuer only) and 6.01(h) of this Indenture ("COVENANT
DEFEASANCE") and thereafter any omission or failure to comply, with those
covenants will not constitute a Default or Event of Default with respect to the
Notes. The Issuer may exercise its Legal Defeasance option notwithstanding their
prior exercise of their Covenant Defeasance option.

           If the Issuer exercises its Legal Defeasance option, payment of the
Notes so defeased may not be accelerated because of an Event of Default. If the
Issuer exercises its Covenant Defeasance option, payment of the Notes so
defeased may not be accelerated because of an Event of Default specified in
Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant
Subsidiaries of the Issuer only) and 6.01(g) (with respect to Significant
Subsidiaries of the Issuer only) or because of the failure of the Issuer to
comply with Section 5.01.

           Upon satisfaction of the conditions set forth herein and upon request
of the Issuer, the Trustee shall acknowledge in writing the discharge of those
obligations that the Issuer terminates.

           (c) Notwithstanding clauses (a) and (b) above, the Issuer's
obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in
this Article 8 shall survive until the Notes have been paid in full. Thereafter,
the Issuer's obligations in Sections 7.07, 8.06 and 8.07 shall survive such
satisfaction and discharge.

           Section 8.03. Conditions to Defeasance. (a) The Issuer may exercise
its Legal Defeasance option or its Covenant Defeasance option only if:

               (i) the Issuer irrevocably deposited with the Trustee, in trust,
          for the benefit of the Holders cash in U.S. dollars, non-callable
          Government Obligations, or a combination thereof, in such amounts as
          will be sufficient, in the opinion of a nationally recognized firm of
          independent public accountants selected by the Issuer, to pay the
          principal of, premium, if any, and interest on the Notes on the stated
          date of payment thereof or on the applicable redemption date, as the
          case may be;


                                       61


               (ii) in the case of Legal Defeasance, the Issuer shall have
          delivered to the Trustee an Opinion of Counsel in the United States
          reasonably acceptable to the Trustee confirming that (A) the Issuer
          have received from, or there has been published by, the Internal
          Revenue Service a ruling or (B) since the date of this Indenture,
          there has been a change in the applicable federal income tax law, in
          either case to the effect that, and based thereon such Opinion of
          Counsel shall confirm that, the Holders will not recognize income,
          gain or loss for federal income tax purposes as a result of such Legal
          Defeasance and will be subject to federal income tax on the same
          amounts, in the same manner and at the same times as would have been
          the case if such Legal Defeasance had not occurred;

               (iii) in the case of Covenant Defeasance, the Issuer shall have
          delivered to the Trustee an Opinion of Counsel in the United States
          reasonably acceptable to the Trustee confirming that the Holders will
          not recognize income, gain or loss for federal income tax purposes as
          a result of such Covenant Defeasance and will be subject to federal
          income tax on the same amounts, in the same manner and at the same
          times as would have been the case if such Covenant Defeasance had not
          occurred;

               (iv) no Default or Event of Default shall have occurred and be
          continuing on the date of the deposit described in clause (i) above
          and ending on the 91st day after the date of such deposit (other than
          a Default resulting from the borrowing of funds to be applied to such
          deposit and the grant of any Lien securing such borrowing);

               (v) such Legal Defeasance or Covenant Defeasance shall not result
          in a breach or violation of or constitute a default under this
          Indenture or any other material agreement or instrument to which the
          Issuer or any of its Subsidiaries is a party or by which the Issuer or
          any of its Subsidiaries is bound (other than any such breach or
          violation or default resulting solely from the borrowing of funds to
          be applied to such deposit and the grant of any Lien on such deposit
          in favor of the Trustee and/or the Holders);

               (vi) the Issuer shall have delivered to the Trustee an Officers'
          Certificate stating that the deposit was not made by the Issuer with
          the intent of preferring the Holders over any other creditors of the
          Issuer or with the intent of defeating, hindering, delaying or
          defrauding any other creditors of the Issuer or others;

               (vii) the Issuer shall have delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent provided for or relating to the Legal Defeasance
          or the Covenant Defeasance have been complied with; and

               (viii) certain other customary conditions precedent are
          satisfied.

           If the funds deposited with the Trustee to effect Legal Defeasance or
Covenant Defeasance are insufficient to pay the principal of and interest on the
Notes when due, then the Issuer's obligations under this Indenture will be
revived and no such defeasance will be deemed to have occurred.

           (b) Before or after a deposit, the Issuer may make arrangements
satisfactory to the Trustee for the redemption of such Notes at a future date in
accordance with Article 3.


                                       62


           Section 8.04. Application of Trust Money. The Trustee shall hold in
trust money or Government Obligations (including proceeds thereof) deposited
with it pursuant to this Article 8. It shall apply the deposited money and the
money from Government Obligations through each Paying Agent and in accordance
with this Indenture to the payment of principal of and interest on the Notes so
discharged or defeased.

           Section 8.05. Repayment to Issuer. Each of the Trustee and each
Paying Agent shall promptly turn over to the Issuer upon request any money or
Government Obligations held by it as provided in this Article which, in the
written opinion of nationally recognized firm of independent public accountants
delivered to the Trustee (which delivery shall only be required if Government
Obligations have been so deposited), are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent discharge or
defeasance in accordance with this Article.

           Subject to any applicable abandoned property law, the Trustee and
each Paying Agent shall pay to the Issuer upon written request any money held by
them for the payment of principal or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to the money must look to the Issuer
for payment as general creditors, and the Trustee and each Paying Agent shall
have no further liability with respect to such monies.

           Section 8.06. Indemnity for Government Obligations. The Issuer shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited Government Obligations or the principal and
interest received on such Government Obligations.

           Section 8.07. Reinstatement. If the Trustee or any Paying Agent is
unable to apply any money or Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Issuer's obligations under this
Indenture and the Notes so discharged or defeased shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 8 until
such time as the Trustee or any Paying Agent is permitted to apply all such
money or Government Obligations in accordance with this Article 8; provided,
however, that, if the Issuer has made any payment of principal of or interest
on, any such Notes because of the reinstatement of their obligations, the Issuer
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or Government Obligations held by the Trustee or any
Paying Agent.

                                    ARTICLE 9
                             AMENDMENTS AND WAIVERS


           Section 9.01. Without Consent of the Holders. (a) The Issuer and the
Trustee may amend or supplement this Indenture or the Notes without notice to or
consent of any Holder:

               (i) to cure any ambiguity, omissions, defects or inconsistency;


                                       63


               (ii) to provide for uncertificated Notes in addition to or in
          place of certificated Notes; provided, however, that the
          uncertificated Notes are issued in registered form for purposes of
          Section 163(f) of the code or in a manner such that the uncertificated
          Notes are described in Section 163(f)(2)(B);

               (iii) to provide for the assumption of the Issuer's obligations
          to holders of Notes in the case of a merger or consolidation or sale
          of all or substantially all of the Issuer's assets pursuant to Article
          5 hereof;

               (iv) [Reserved];

               (v) to add to the covenants of the Issuer for the benefit of the
          Holders or to surrender any right or power herein conferred upon the
          Issuer;

               (vi) to comply with any requirement of the Commission in order to
          effect or maintain the qualification of this Indenture under the TIA;

               (vii) to make any change that would provide additional rights or
          benefits to the Holders of Notes or that does not adversely affect the
          legal rights under this Indenture of any Holder; or

               (viii) to provide for the issuance of the Exchange Notes or the
          Additional Notes, which shall have terms substantially identical in
          all material respects to the Initial Notes, and which shall be
          treated, together with any outstanding Initial Notes, as a single
          issue of securities.

           In formulating its opinion on such matters, the Trustee shall be
entitled to rely on such evidence as it deems appropriate, including, without
limitation, solely on an Opinion of Counsel.

           After an amendment under this Section 9.01 becomes effective, the
Issuer shall mail to the Holders a notice briefly describing such amendment..
The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.01.

           Section 9.02. With Consent of the Holder. This Indenture or the Notes
issued hereunder may be amended or supplemented with the consent of the holders
of at least a majority in principal amount at maturity of the Notes then
outstanding issued under this Indenture. However, without the consent of each
Holder affected thereby, no amendment may:

               (1) reduce the principal amount at maturity of Notes whose
          Holders must consent to an amendment;

               (2) reduce the rate of or change or have the effect of changing
          the time for payment of interest, including defaulted interest, on any
          Notes;


                                       64


               (3) reduce the principal amount at maturity of or change or have
          the effect of changing the fixed maturity of any Notes, change the
          calculation of Accreted Value so as to reduce the Accreted Value at
          any time or change the date on which any Notes may be subject to
          redemption or repurchase, or reduce the redemption or repurchase price
          therefor;

               (4) make any Notes payable in money other than that stated in the
          Notes;

               (5) make any change in provisions of this Indenture protecting
          the right of each Holder to receive payment of principal of, premium,
          if any, and interest on such Notes on or after the stated due date
          thereof or to bring suit to enforce such payment, or permitting
          Holders of a majority in principal amount at maturity of the then
          outstanding Notes to waive Defaults or Events of Default;

               (6) amend, change or modify in any material respect the
          obligation of the Issuer to make and consummate a Change of Control
          Offer after the occurrence of a Change of Control or make and
          consummate a Net Proceeds Offer with respect to any Asset Sale that
          has been consummated or, after such Change of Control has occurred or
          such Asset Sale has been consummated, modify any of the provisions or
          definitions with respect thereto; or

               (7) modify or change any provision of this Indenture or the
          related definitions affecting the subordination of the Notes in a
          manner which adversely affects the Holders.

           It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

           After an amendment under this Section 9.02 becomes effective, the
Issuer shall mail to the Holders a notice briefly describing such amendment..
The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.02.

           Section 9.03. Compliance with Trust Indenture Act. From the date on
which this Indenture is qualified under the TIA, every amendment, waiver or
supplement to this Indenture or the Notes shall comply with the TIA as then in
effect.

           Section 9.04. Revocation and Effect of Consents and Waivers. (a) A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
or waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder's Note or portion of the Note
if the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officers' Certificate from the Issuer certifying that the
requisite principal amount at maturity of Notes have consented. After an
amendment or waiver becomes effective, it shall bind every Holder. An amendment
or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of
consents by the Holders of the requisite principal amount of securities, (ii)
satisfaction of conditions to effectiveness as set forth in this Indenture and
any indenture supplemental hereto containing such amendment or waiver and (iii)
execution of such amendment or waiver (or supplemental indenture) by the Issuer
and the Trustee.


                                       65


           (b) The Issuer may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

           Section 9.05. Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Issuer may require the
Holder of the Note to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Note regarding the changed terms and return it to
the Holder. Alternatively, if the Issuer or the Trustee so determines, the
Issuer in exchange for the Note shall issue and the Trustee shall authenticate a
new Note that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Note shall not affect the validity of such amendment,
supplement or waiver.

           Section 9.06. Trustee to Sign Amendments. The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article 9 if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may but is not required to
sign it. In signing such amendment, the Trustee shall be entitled to receive
indemnity reasonably satisfactory to it and shall be provided with, and (subject
to Section 7.01) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that such amendment, supplement or
waiver is authorized or permitted by this Indenture and that such amendment,
supplement or waiver is the legal, valid and binding obligation of the Issuer,
enforceable against it in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03).

           Section 9.07. Additional Voting Terms; Calculation of Principal
Amount. Except as provided in the proviso to the first sentence of Section 9.02,
all Notes issued under this Indenture shall vote and consent together on all
matters (as to which any of such Notes may vote) as one class and no series of
Notes will have the right to vote or consent as a separate class on any matter.
Determinations as to whether Holders of the requisite aggregate principal amount
at maturity of Notes have concurred in any direction, waiver or consent shall be
made in accordance with this Article 9.

                                   ARTICLE 10
                                   [RESERVED]


                                   ARTICLE 11
                                   [RESERVED]


                                       66


                                   ARTICLE 12
                                   [RESERVED]


                                   ARTICLE 13
                                  MISCELLANEOUS


           Section 13.01. Trust Indenture Act Controls. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by, or with another provision (an "INCORPORATED PROVISION")
included in this Indenture by operation of, Sections 310 to 318 of the TIA,
inclusive, such imposed duties or incorporated provision shall control.

           Section 13.02. Notices. Any notice or communication required or
permitted hereunder shall be in writing and delivered in person, via facsimile
or mailed by first-class mail addressed as follows:

         if to the Issuer:

                  Rural/Metro Corporation
                  9221 E. Via de Ventura
                  Scottsdale, Arizona  85258
                  Attention:  Michael Zarriello, Chief Financial Officer
                  Telephone No.: (480) 606-3886
                  Facsimile No.: (480) 606-3328

         with a copy to:

                  Weil, Gotshal and Manges LLP
                  767 Fifth Avenue
                  New York, New York  10153
                  Attention:  Todd Chandler, Esq.
                  Telephone No.: (212) 310-8000
                  Facsimile No.: (212) 310-8007

         if to the Trustee:

                  Wells Fargo Bank, N.A.
                  213 Court Street, Suite 703
                  Middletown, CT  06457
                  Attention:  Joseph P. O'Donnell
                  Facsimile No.:  (860) 704-6217

           The Issuer or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.


                                       67


           (a) Any notice or communication mailed to a Holder shall be mailed,
first class mail, to the Holder at the Holder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

           (b) Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it, except that notices to the
Trustee are effective only if received.

           Section 13.03. Communication by the Holders with Other Holders. The
Holders may communicate pursuant to Section 312(b) of the TIA with other Holders
with respect to their rights under this Indenture or the Notes. The Issuer, the
Trustee, the Registrar and other Persons shall have the protection of Section
312(c) of the TIA.

           Section 13.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Issuer to the Trustee to take or refrain
from taking any action under this Indenture, the Issuer shall furnish to the
Trustee at the request of the Trustee:

               (a) an Officers' Certificate in form reasonably satisfactory to
          the Trustee stating that, in the opinion of the signers, all
          conditions precedent, if any, provided for in this Indenture relating
          to the proposed action have been complied with; and

               (b) an Opinion of Counsel in form reasonably satisfactory to the
          Trustee stating that, in the opinion of such counsel, all such
          conditions precedent have been complied with.

           Section 13.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 4.09) shall
include:

               (a) a statement that the individual making such certificate or
          opinion has read such covenant or condition;

               (b) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

               (c) a statement that, in the opinion of such individual, he has
          made such examination or investigation as is necessary to enable him
          to express an informed opinion as to whether or not such covenant or
          condition has been complied with; and

               (d) a statement as to whether or not, in the opinion of such
          individual, such covenant or condition has been complied with;
          provided, however, that with respect to matters of fact an Opinion of
          Counsel may rely on an Officers' Certificate or certificates of public
          officials.


                                       68


           Section 13.06. When Notes Disregarded. In determining whether the
Holders of the required principal amount at maturity of Notes have concurred in
any direction, waiver or consent, Notes owned by the Issuer or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which the Trustee knows are so owned shall be so disregarded. Subject to
the foregoing, only Notes outstanding at the time shall be considered in any
such determination.

           Section 13.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of the Holders..
The Registrar and a Paying Agent may make reasonable rules for their functions.

           Section 13.08. Legal Holidays. If a payment date is not a Business
Day, payment shall be made on the next succeeding day that is a Business Day,
and no interest shall accrue on any amount that would have been otherwise
payable on such payment date if it were a Business Day for the intervening
period. If a regular record date is not a Business Day, the record date shall
not be affected.

           Section 13.09. Governing Law. THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

           Section 13.10. Jurisdiction; Consent to Service of Process. (a) The
Issuer hereby irrevocably and unconditionally submits, for itself and its
property, to the general jurisdiction of the New York State courts, sitting in
the Borough of Manhattan, the City of New York, or the federal courts of the
United States of America for the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Indenture or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Indenture shall affect any right that any
Holder may otherwise have to bring any action or proceeding relating to this
Indenture or the Notes against the Issuer or its properties in the courts of any
jurisdiction.

           (b) the Issuer hereby irrevocably and unconditionally waives, and
agrees not to plea or claim, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Indenture or the Notes in any New York State or federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.


                                       69


           (c) the Issuer hereby irrevocably and unconditionally appoints CT
Corporation System with an office on the date hereof at 111 Eighth Avenue, New
York, New York 10011 and its successors hereunder (the "PROCESS AGENT"), as its
agent to receive on behalf of each of the Issuer and its property of all writs,
claims, process, and summonses in any action or proceeding brought against it in
the State of New York. Such service may be made by mailing or delivering a copy
of such process to the Issuer in care of the Process Agent at the address
specified above for the Process Agent, and the Issuer hereby irrevocably
authorizes and directs the Process Agent to accept such service on its behalf.
Failure by the Process Agent to give notice to the Issuer, or failure of the
Issuer to receive notice of such service of process shall not impair or affect
the validity of such service on the Process Agent, the Issuer, or of any
judgment based thereon. The Issuer covenants and agrees that it shall take any
and all reasonable action, including the execution and filing of any and all
documents, that may be necessary to continue the designation of the Process
Agent above in full force and effect, and to cause the Process Agent to act as
such. The Issuer further covenants and agrees to maintain at all times an agent
with offices in New York City to act as its Process Agent. Nothing herein shall
in any way be deemed to limit the ability to serve any such writs, process or
summonses in any other manner permitted by applicable law.

           Section 13.11. No Recourse Against Others. No director, officer,
employee, incorporator or holder of any Equity Interests in the Issuer or any
direct or indirect parent, as such, shall have any liability for any obligations
of the Issuer under the Notes or this Indenture or for any claim based on, in
respect of, or by any reason of, such obligations or their creation. Each Holder
of Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.

           Section 13.12. Successors. All agreements of the Issuer in this
Indenture and the Notes shall bind their successors. All agreements of the
Trustee in this Indenture shall bind its successors.

           Section 13.13. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

           Section 13.14. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

           Section 13.15. Indenture Controls. If and to the extent that any
provision of the Notes limits, qualifies or conflicts with a provision of this
Indenture, such provision of this Indenture shall control.

           Section 13.16. Severability. In case any provision in this Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability.


                                       70


           IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.

                                          RURAL/METRO CORPORATION


                                          By:/s/ Michael S. Zarrielo
                                             -----------------------------------
                                             Name: Michael S. Zarrielo
                                             Title: Senior Vice President and
                                                    Chief Financial Officer








                   [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]



                                       71


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By:/s/ Frank McDonald
                                             -----------------------------------
                                             Name: Frank McDonald
                                             Title: Vice President







                                       72


                                                                      APPENDIX A

                   PROVISIONS RELATING TO INITIAL SECURITIES,
                  ADDITIONAL SECURITIES AND EXCHANGE SECURITIES


1. Definitions.
   -----------


           1.1 Definitions.

           For the purposes of this Appendix A the following terms shall have
the meanings indicated below:

           "CLEARSTREAM" means Clearstream Banking, societe anonyme, or any
successor securities clearing agency.

           "DEFINITIVE NOTE" means a certificated Initial Note or Exchange Note
(bearing the Restricted Notes Legend if the transfer of such Note is restricted
by applicable law) that does not include the Global Notes Legend.

           "DEPOSITORY" means The Depository Trust Company, its nominees and
their respective successors.

           "EUROCLEAR" means the Euroclear Clearance System or any successor
securities clearing agency.

           "GLOBAL NOTES LEGEND" means the legend set forth under that caption
in Exhibits A and B to this Indenture.

           "IAI" means an institutional "accredited investor" as described in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

           "INITIAL PURCHASERS" means, collectively, Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc.

           "PURCHASE AGREEMENT" means (a) the Purchase Agreement dated February
28, 2005 among the Issuer and the Initial Purchasers and (b) any other similar
Purchase Agreement relating to Additional Notes.

           "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

           "REGISTERED EXCHANGE OFFER" means the offer by the Issuer, pursuant
to the Registration Rights Agreement, to certain Holders of Initial Notes, to
issue and deliver to such Holders, in exchange for their Initial Notes, a like
aggregate principal amount at maturity of Exchange Notes registered under the
Securities Act.

           "REGISTRATION DEFAULT DAMAGES" has the meaning set forth in the
Registration Rights Agreement.



           "REGISTRATION RIGHTS AGREEMENT" means (a) the Registration Rights
Agreement dated as of March 4, 2005 among the Issuer and the Initial Purchasers
relating to the Notes and (b) any other similar Registration Rights Agreement
relating to Additional Notes.

           "REGULATION S" means Regulation S under the Securities Act.

           "REGULATION S SECURITIES" means all Initial Notes offered and sold
outside the United States in reliance on Regulation S.

           "RESTRICTED NOTES LEGEND" means the legends set forth in Sections
2.2(f)(i) herein.

           "RESTRICTED PERIOD", with respect to any Notes, means the period of
40 consecutive days beginning on and including the later of (a) the day on which
such Notes are first offered to persons other than distributors (as defined in
Regulation S under the Securities Act) in reliance on Regulation S, notice of
which day shall be promptly given by the Issuer to the Trustee, and (b) the
Issue Date, and with respect to any Additional Notes that are Transfer
Restricted Notes, it means the comparable period of 40 consecutive days.

           "RULE 501" means Rule 501(a)(1), (2), (3) or (7) under the Securities
Act.

           "RULE 144A" means Rule 144A under the Securities Act.

           "RULE 144A NOTES" means all Initial Notes offered and sold to QIBs in
reliance on Rule 144A.

           "SECURITIES CUSTODIAN" means the custodian with respect to a Global
Note (as appointed by the Depository) or any successor person thereto, who shall
initially be the Trustee.

           "SHELF REGISTRATION STATEMENT" means a registration statement filed
by the Issuer in connection with the offer and sale of Initial Notes pursuant to
the Registration Rights Agreement.

           "TRANSFER RESTRICTED NOTES" means Definitive Notes and any other
Notes that bear or are required to bear or are subject to the Restricted
Securities Legend.

           "UNRESTRICTED DEFINITIVE NOTE" means Definitive Notes and any other
Notes that are not required to bear, or are not subject to, the Restricted
Securities Legend.

2. The Notes.
   ---------

           2.1 Form and Dating; Global Notes. (a) The Initial Notes issued on
the date hereof will be (i) offered and sold by the Issuer pursuant to the
Purchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on
Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S)
in reliance on Regulation S. Such Initial Notes may thereafter be transferred
to, among others, QIBs, purchasers in reliance on Regulation S and, except as
set forth below, IAIs in accordance with Rule 501. Additional Notes offered
after the date hereof may be offered and sold by the Issuer from time to time
pursuant to one or more Purchase Agreements in accordance with applicable law.


                                       2


           (b) Global Notes. (i) Rule 144A Notes initially shall be represented
by one or more Notes in fully registered, global form without interest coupons
(collectively, the "RESTRICTED GLOBAL NOTES"). Regulation S Notes initially
shall be represented by one or more Notes in fully registered, global form
without interest coupons (collectively, the "REGULATION S GLOBAL NOTES"). The
term "GLOBAL NOTES" means the Restricted Global Notes and the Regulation S
Global Notes. The Global Notes shall bear the Global Note Legend. The Global
Notes initially shall (i) be registered in the name of the Depository or the
nominee of such Depository, in each case for credit to an account of an Agent
Member (as defined below), (ii) be delivered to the Trustee as custodian for
such Depository and (iii) bear the Restricted Notes Legend.

           Members of, or direct or indirect participants in, the Depository,
Euroclear or Clearstream ("AGENT MEMBERS") shall have no rights under this
Indenture with respect to any Global Note held on their behalf by the
Depository, or the Trustee as its custodian, or under the Global Notes. The
Depository may be treated by the Issuer, the Trustee and any agent of the Issuer
or the Trustee as the absolute owner of the Global Notes for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository, Euroclear or Clearstream, as
the case may be, and their respective Agent Members, the operation of customary
practices governing the exercise of the rights of a Holder of any Note.

           (ii) Transfers of Global Notes shall be limited to transfer in whole,
but not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for Definitive Notes only in accordance with the applicable rules and
procedures of the Depository, Euroclear or Clearstream, as the case may be, and
the provisions of Section 2.2. All Global Notes shall be exchanged by the Issuer
for Definitive Notes if (i) the Issuer delivers to the Trustee notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Issuer within 90
days after the date of such notice from the Depositary; (ii) the Issuer in its
sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee; provided that in no event shall the Regulation S
Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to
(x) the expiration of the Restricted Period and (y) the receipt by the Registrar
of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
Securities Act; or (iii) there shall have occurred and be continuing a Default
or Event of Default with respect to the Notes. Upon the occurrence of any of the
preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued
in such names as the Depositary shall instruct the Trustee. In all cases,
Definitive Notes delivered in exchange for any Global Note or beneficial
interests therein shall be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depository in accordance with
its customary procedures.


                                       3


           (iii) In connection with the transfer of a Global Note as an entirety
to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such
Global Note shall be deemed to be surrendered to the Trustee for cancellation,
and the Issuer shall execute, and the Trustee shall authenticate and make
available for delivery, to each beneficial owner identified by the Depository in
writing in exchange for its beneficial interest in such Global Note, an equal
aggregate principal amount at maturity of Definitive Notes of authorized
denominations.

           (iv) Any Transfer Restricted Security delivered in exchange for an
interest in a Global Note pursuant to Section 2.2 shall, except as otherwise
provided in Section 2.2, bear the Restricted Notes Legend.

           (v) Notwithstanding the foregoing, through the Restricted Period, a
beneficial interest in a Regulation S Global Note may be held only through
Euroclear or Clearstream unless delivery is made in accordance with the
applicable provisions of Section 2.2.

           (vi) The Holder of any Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Notes.

           2.2 Transfer and Exchange.

           (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except as set forth in Section 2.1(b). Global Notes will
not be exchanged by the Issuer for Definitive Notes except under the
circumstances described in Section 2.1(b)(ii). Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.08 and
2.10 of this Indenture. Beneficial interests in a Global Note may be transferred
and exchanged as provided in Section 2.2(b) or 2.2(g).

           (b) Transfer and Exchange of Beneficial Interests in Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depository, in accordance with the provisions of this
Indenture and the applicable rules and procedures of the Depository. Beneficial
interests in Restricted Global Notes shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers and exchanges of beneficial interests in the Global
Notes also shall require compliance with either subparagraph (i) or (ii) below,
as applicable, as well as one or more of the other following subparagraphs, as
applicable:

               (i) Transfer of Beneficial Interests in the Same Global Note.
          Beneficial interests in any Restricted Global Note may be transferred
          to Persons who take delivery thereof in the form of a beneficial
          interest in the same Restricted Global Note in accordance with the
          transfer restrictions set forth in the Restricted Notes Legend;
          provided, however, that prior to the expiration of the Restricted
          Period, transfers of beneficial interests in a Regulation S Global
          Note may not be made to a U.S. Person or for the account or benefit of
          a U.S. Person (other than an Initial Purchaser). No written orders or
          instructions shall be required to be delivered to the Registrar to
          effect the transfers described in this Section 2.2(b)(i).


                                       4


               (ii) All Other Transfers and Exchanges of Beneficial Interests in
          Global Notes. In connection with all transfers and exchanges of
          beneficial interests in any Global Note that is not subject to Section
          2.2(b)(i), the transferor of such beneficial interest must deliver to
          the Registrar (1) a written order from an Agent Member given to the
          Depository in accordance with the applicable rules and procedures of
          the Depository directing the Depository to credit or cause to be
          credited a beneficial interest in another Global Note in an amount
          equal to the beneficial interest to be transferred or exchanged and
          (2) instructions given in accordance with the applicable rules and
          procedures of the Depository containing information regarding the
          Agent Member account to be credited with such increase. Upon
          satisfaction of all of the requirements for transfer or exchange of
          beneficial interests in Global Notes contained in this Indenture and
          the Notes or otherwise applicable under the Securities Act, the
          Trustee shall adjust the principal amount at maturity of the relevant
          Global Note pursuant to Section 2.2(g).

               (iii) Transfer of Beneficial Interests to Another Restricted
          Global Note. A beneficial interest in a Transfer Restricted Global
          Note may be transferred to a Person who takes delivery thereof in the
          form of a beneficial interest in another Transfer Restricted Global
          Note if the transfer complies with the requirements of Section
          2.2(b)(ii) above and the Registrar receives a certificate from the
          transferor in the form attached to the applicable Note.

               (iv) Transfer and Exchange of Beneficial Interests in a Transfer
          Restricted Global Note for Beneficial Interests in an Unrestricted
          Global Note. A beneficial interest in a Transfer Restricted Global
          Note may be exchanged by any holder thereof for a beneficial interest
          in an Unrestricted Global Note or transferred to a Person who takes
          delivery thereof in the form of a beneficial interest in an
          Unrestricted Global Note if the exchange or transfer complies with the
          requirements of Section 2.2(b)(ii) above and the Registrar receives
          the following:

                    (A) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Note, a certificate from such holder in the form attached to the
               applicable Note; or

                    (B) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Note, a
               certificate from such holder in the form attached to the
               applicable Note,

               and, in each such case, if the Registrar so requests or if the
               applicable rules and procedures of the Depository, Euroclear or
               Clearstream, as applicable, so require, an Opinion of Counsel in
               form reasonably acceptable to the Registrar to the effect that
               such exchange or transfer is in compliance with the Securities
               Act and that the restrictions on transfer contained herein and in
               the Restricted Notes Legend are no longer required in order to
               maintain compliance with the Securities Act. If any such transfer
               or exchange is effected pursuant to this subparagraph (iv) at a


                                       5


               time when an Unrestricted Global Note has not yet been issued,
               the Issuer shall issue and, upon receipt of an written order of
               the Issuer in the form of an Officers' Certificate in accordance
               with Section 2.01, the Trustee shall authenticate one or more
               Unrestricted Global Securities in an aggregate principal amount
               at maturity equal to the aggregate principal amount at maturity
               of beneficial interests transferred or exchanged pursuant to this
               subparagraph (iv).

               (v) Transfer and Exchange of Beneficial Interests in an
          Unrestricted Global Note for Beneficial Interests in a Restricted
          Global Note. Beneficial interests in an Unrestricted Global Note
          cannot be exchanged for, or transferred to Persons who take delivery
          thereof in the form of, a beneficial interest in a Restricted Global
          Note.

           (c) Transfer and Exchange of Beneficial Interests in Global Notes for
Definitive Notes. A beneficial interest in a Global Note may not be exchanged
for a Definitive Note except under the circumstances described in Section
2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a
Person who takes delivery thereof in the form of a Definitive Note except under
the circumstances described in Section 2.1(b)(ii).

           (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests in Global Notes. Definitive Notes shall be transferred or exchanged
only for beneficial interests in Global Notes. Transfers and exchanges of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i), (ii) or (ii) below, as applicable:

               (i) Transfer Restricted Notes to Beneficial Interests in
          Restricted Global Notes. If any Holder of a Transfer Restricted
          Security proposes to exchange such Transfer Restricted Security for a
          beneficial interest in a Restricted Global Note or to transfer such
          Transfer Restricted Security to a Person who takes delivery thereof in
          the form of a beneficial interest in a Restricted Global Note, then,
          upon receipt by the Registrar of the following documentation:

                    (A) if the Holder of such Transfer Restricted Security
               proposes to exchange such Transfer Restricted Security for a
               beneficial interest in a Restricted Global Note, a certificate
               from such Holder in the form attached to the applicable Note;

                    (B) if such Transfer Restricted Security is being
               transferred to a Qualified Institutional Buyer in accordance with
               Rule 144A under the Securities Act, a certificate from such
               Holder in the form attached to the applicable Note;

                    (C) if such Transfer Restricted Security is being
               transferred to a Non-U.S. Person in an offshore transaction in
               accordance with Rule 903 or Rule 904 under the Securities Act, a
               certificate from such Holder in the form attached to the
               applicable Note;

                    (D) if such Transfer Restricted Security is being
               transferred pursuant to an exemption from the registration
               requirements of the Securities Act in accordance with Rule 144
               under the Securities Act, a certificate from such Holder in the
               form attached to the applicable Note;


                                       6


                    (E) if such Transfer Restricted Security is being
               transferred to an Institutional Accredited Investor in reliance
               on an exemption from the registration requirements of the
               Securities Act other than those listed in subparagraphs (B)
               through (D) above, a certificate from such Holder in the form
               attached to the applicable Note, including the certifications,
               certificates and Opinion of Counsel, if applicable; or

                    (F) if such Transfer Restricted Security is being
               transferred to the Issuer or a Subsidiary thereof, a certificate
               from such Holder in the form attached to the applicable Note;

     the Trustee shall cancel the Transfer Restricted Security, and increase or
     cause to be increased the aggregate principal amount at maturity of the
     appropriate Restricted Global Note.

               (ii) Transfer Restricted Notes to Beneficial Interests in
          Unrestricted Global Notes. A Holder of a Transfer Restricted Security
          may exchange such Transfer Restricted Definitive Note for a beneficial
          interest in an Unrestricted Global Note or transfer such Transfer
          Restricted Security to a Person who takes delivery thereof in the form
          of a beneficial interest in an Unrestricted Global Note only if the
          Registrar receives the following:

                    (A) if the Holder of such Transfer Restricted Security
               proposes to exchange such Transfer Restricted Security for a
               beneficial interest in an Unrestricted Global Note, a certificate
               from such Holder in the form attached to the applicable Note; or

                    (B) if the Holder of such Transfer Restricted Notes proposes
               to transfer such Transfer Restricted Security to a Person who
               shall take delivery thereof in the form of a beneficial interest
               in an Unrestricted Global Note, a certificate from such Holder in
               the form attached to the applicable Note,

     and, in each such case, if the Registrar so requests or if the applicable
     rules and procedures of the Depository, Euroclear or Clearstream, as
     applicable, so require, an Opinion of Counsel in form reasonably acceptable
     to the Registrar to the effect that such exchange or transfer is in
     compliance with the Securities Act and that the restrictions on transfer
     contained herein and in the Restricted Notes Legend are no longer required
     in order to maintain compliance with the Securities Act. Upon satisfaction
     of the conditions of this subparagraph (ii), the Trustee shall cancel the
     Transfer Restricted Notes and increase or cause to be increased the
     aggregate principal amount at maturity of the Unrestricted Global Note.. If
     any such transfer or exchange is effected pursuant to this subparagraph
     (ii) at a time when an Unrestricted Global Note has not yet been issued,
     the Issuer shall issue and, upon receipt of an written order of the Issuer
     in the form of an Officers' Certificate, the Trustee shall authenticate one
     or more Unrestricted Global Notes in an aggregate principal amount at
     maturity equal to the aggregate principal amount at maturity of Transfer
     Restricted Notes transferred or exchanged pursuant to this subparagraph
     (ii).


                                       7


               (iii) Unrestricted Definitive Notes to Beneficial Interests in
          Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
          may exchange such Unrestricted Definitive Note for a beneficial
          interest in an Unrestricted Global Note or transfer such Unrestricted
          Definitive Note to a Person who takes delivery thereof in the form of
          a beneficial interest in an Unrestricted Global Note at any time. Upon
          receipt of a request for such an exchange or transfer, the Trustee
          shall cancel the applicable Unrestricted Definitive Note and increase
          or cause to be increased the aggregate principal amount at maturity of
          one of the Unrestricted Global Notes. If any such transfer or exchange
          is effected pursuant to this subparagraph (iii) at a time when an
          Unrestricted Global Note has not yet been issued, the Issuer shall
          issue and, upon receipt of an written order of the Issuer in the form
          of an Officers' Certificate, the Trustee shall authenticate one or
          more Unrestricted Global Notes in an aggregate principal amount at
          maturity equal to the aggregate principal amount at maturity of
          Unrestricted Definitive Notes transferred or exchanged pursuant to
          this subparagraph (iii).

               (iv) Unrestricted Definitive Notes to Beneficial Interests in
          Restricted Global Securities. An Unrestricted Definitive Note cannot
          be exchanged for, or transferred to a Person who takes delivery
          thereof in the form of, a beneficial interest in a Restricted Global
          Note.

           (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.2(e), the Registrar shall register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.2(e).

               (i) Transfer Restricted Notes to Transfer Restricted Notes. A
          Transfer Restricted Security may be transferred to and registered in
          the name of a Person who takes delivery thereof in the form of a
          Transfer Restricted Security if the Registrar receives the following:

                    (A) if the transfer will be made pursuant to Rule 144A under
               the Securities Act, then the transferor must deliver a
               certificate in the form attached to the applicable Note;

                    (B) if the transfer will be made pursuant to Rule 903 or
               Rule 904 under the Securities Act, then the transferor must
               deliver a certificate in the form attached to the applicable
               Note;


                                       8


                    (C) if the transfer will be made pursuant to an exemption
               from the registration requirements of the Securities Act in
               accordance with Rule 144 under the Securities Act, a certificate
               in the form attached to the applicable Note;

                    (D) if the transfer will be made to an IAI in reliance on an
               exemption from the registration requirements of the Securities
               Act other than those listed in subparagraphs (A) through (D)
               above, a certificate in the form attached to the applicable Note;
               and

                    (E) if such transfer will be made to the Issuer or a
               Subsidiary thereof, a certificate in the form attached to the
               applicable Note.

               (ii) Transfer Restricted Notes to Unrestricted Definitive Notes.
          Any Transfer Restricted Security may be exchanged by the Holder
          thereof for an Unrestricted Definitive Note or transferred to a Person
          who takes delivery thereof in the form of an Unrestricted Definitive
          Note if the Registrar receives the following:

                    (1) if the Holder of such Transfer Restricted Security
               proposes to exchange such Transfer Restricted Security for an
               Unrestricted Definitive Note, a certificate from such Holder in
               the form attached to the applicable Note; or

                    (2) if the Holder of such Transfer Restricted Security
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Note,
               a certificate from such Holder in the form attached to the
               applicable Note,

     and, in each such case, if the Registrar so requests, an Opinion of Counsel
     in form reasonably acceptable to the Issuer to the effect that such
     exchange or transfer is in compliance with the Securities Act and that the
     restrictions on transfer contained herein and in the Restricted Notes
     Legend are no longer required in order to maintain compliance with the
     Securities Act.

               (iii) Unrestricted Definitive Notes to Unrestricted Definitive
          Notes. A Holder of an Unrestricted Definitive Note may transfer such
          Unrestricted Definitive Notes to a Person who takes delivery thereof
          in the form of an Unrestricted Definitive Note at any time. Upon
          receipt of a request to register such a transfer, the Registrar shall
          register the Unrestricted Definitive Notes pursuant to the
          instructions from the Holder thereof.

               (iv) Unrestricted Definitive Notes to Transfer Restricted Notes.
          An Unrestricted Definitive Note cannot be exchanged for, or
          transferred to a Person who takes delivery thereof in the form of, a
          Transfer Restricted Security.

           At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance
with Section 2.11. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global


                                       9


Note or for Definitive Notes, the principal amount at maturity of Notes
represented by such Global Note shall be reduced accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depository at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depository at the direction
of the Trustee to reflect such increase.

           (f) Legend.

           (i) Except as permitted by the following paragraphs (iii), (iv) or
(v), each Note certificate evidencing the Global Notes and the Definitive Notes
(and all Notes issued in exchange therefor or in substitution thereof) shall
bear a legend in substantially the following form (each defined term in the
legend being defined as such for purposes of the legend only):

     "THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
     ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
     WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
     PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION
     HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

               (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
          (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), OR (B)
          IT IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
          WITH REGULATION S UNDER THE SECURITIES ACT;

               (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
          SECURITY EXCEPT (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) TO A
          PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS
          OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES
          ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
          THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
          DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
          SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
          SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
          RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE


                                       10


          OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
          AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF SECURITIES LESS THAN
          $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER, IF THE
          ISSUER SO REQUESTS, THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
          SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
          OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER), OR (G) PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH
          CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE
          OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

               (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
          SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY
          TO THE EFFECT OF THIS LEGEND.

          AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES"
          HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
          SECURITIES ACT. THE INDENTURE GOVERNING THIS SECURITY CONTAINS A
          PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
          THIS SECURITY IN VIOLATION OF THE FOREGOING."

         Each Definitive Note shall bear the following additional legend:

               "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
          REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
          AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
          TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS."

           (ii) Upon any sale or transfer of a Transfer Restricted Security that
is a Definitive Note, the Registrar shall permit the Holder thereof to exchange
such Transfer Restricted Security for a Definitive Note that does not bear the
legends set forth above and rescind any restriction on the transfer of such
Transfer Restricted Security if the Holder certifies in writing to the Registrar
that its request for such exchange was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Initial Note).

           (iii) After a transfer of any Initial Notes during the period of the
effectiveness of a Shelf Registration Statement with respect to such Initial
Notes, all requirements pertaining to the Restricted Notes Legend on such
Initial Notes shall cease to apply and the requirements that any such Initial
Notes be issued in global form shall continue to apply.


                                       11


           (iv) Upon the consummation of a Registered Exchange Offer with
respect to the Initial Notes pursuant to which Holders of such Initial Notes are
offered Exchange Notes in exchange for their Initial Notes, all requirements
pertaining to Initial Notes that Initial Notes be issued in global form shall
continue to apply, and Exchange Notes in global form without the Restricted
Notes Legend shall be available to Holders that exchange such Initial Notes in
such Registered Exchange Offer.

           (v) Upon a sale or transfer after the expiration of the Restricted
Period of any Initial Note acquired pursuant to Regulation S, all requirements
that such Initial Note bear the Restricted Notes Legend shall cease to apply and
the requirements requiring any such Initial Note be issued in global form shall
continue to apply.

           (vi) Any Additional Notes sold in a registered offering shall not be
required to bear the Restricted Notes Legend.

           (g) Cancellation or Adjustment of Global Note. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 of this
Indenture. At any time prior to such cancellation, if any beneficial interest in
a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount at maturity of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or by the Depository at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depository at the direction of the Trustee to
reflect such increase.

           (h) Obligations with Respect to Transfers and Exchanges of Notes.

           (i) To permit registrations of transfers and exchanges, the Issuer
shall execute and the Trustee shall authenticate, Definitive Notes and Global
Notes at the Registrar's request.

           (ii) No service charge shall be made for any registration of transfer
or exchange, but the Issuer may require payment of a sum sufficient to cover any
transfer tax, assessments, or similar governmental charge payable in connection
therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchanges pursuant to Sections 3.03(c), 4.06,
4.08 and 9.05 of this Indenture).

           (iii) Prior to the due presentation for registration of transfer of
any Note, the Issuer, the Trustee, a Paying Agent or the Registrar may deem and
treat the person in whose name a Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of and interest on
such Note and for all other purposes whatsoever, whether or not such Note is
overdue, and none of the Issuer, the Trustee, a Paying Agent or the Registrar
shall be affected by notice to the contrary.


                                       12


           (iv) All Notes issued upon any transfer or exchange pursuant to the
terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Notes surrendered upon such
transfer or exchange.

           (i) No Obligation of the Trustee. (i) The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Note, a member
of, or a participant in the Depository or any other Person with respect to the
accuracy of the records of the Depository or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with
respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depository) of any notice (including any notice of
redemption or repurchase) or the payment of any amount, under or with respect to
such Notes. All notices and communications to be given to the Holders and all
payments to be made to the Holders under the Notes shall be given or made only
to the registered Holders (which shall be the Depository or its nominee in the
case of a Global Note). The rights of beneficial owners in any Global Note shall
be exercised only through the Depository subject to the applicable rules and
procedures of the Depository. The Trustee may rely and shall be fully protected
in relying upon information furnished by the Depository with respect to its
members, participants and any beneficial owners.

           (ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or among Depository
participants, members or beneficial owners in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.



                                       13


                                                                       EXHIBIT A


                         [FORM OF FACE OF INITIAL NOTE]

                              [Global Notes Legend]

           UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE IN DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

           TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                            [Restricted Notes Legend]

THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUANCE OF THESE SECURITIES AND THE LAST DATE ON WHICH RURAL/METRO
CORPORATION, OR ANY OF ITS AFFILIATES, WAS THE OWNER OF THESE SECURITIES (OR ANY
PREDECESSOR OF THESE SECURITIES), EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

          (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
          DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), OR (B) IT IS
          ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
          REGULATION S UNDER THE SECURITIES ACT;


                                      A-1


          (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
          EXCEPT (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
          WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
          ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES
          ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
          THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
          DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
          SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
          SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
          RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE
          OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
          AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF SECURITIES LESS THAN
          $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER, IF THE
          ISSUER SO REQUESTS, THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
          SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
          OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER), OR (G) PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH
          CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE
          OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

          (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
          OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
          EFFECT OF THIS LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT..
THE INDENTURE GOVERNING THIS SECURITY CONTAINS A PROVISION REQUIRING THE TRUSTEE
TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE
FOREGOING.

Each Definitive Note shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.


                                      A-2


                             [FORM OF INITIAL NOTE]


No.                                        12 3/4% Senior Discount Note due 2016

                                                                  CUSIP No. ____
                                                                  ISIN No.  ____

           RURAL/METRO CORPORATION, a Delaware corporation, promises to pay to [
], or registered assigns, the principal sum [of Dollars] [listed on the Schedule
of Increases or Decreases in Global Security attached hereto] on March 15, 2016.

               Interest Payment Dates: March 15 and September 15.

                     Record Dates: March 1 and September 1.

           Additional provisions of this Note are set forth on the other side of
this Note.

           IN WITNESS WHEREOF, Rural/Metro Corporation has caused this
instrument to be duly executed.

                                          RURAL/METRO CORPORATION


                                           By:
                                               ---------------------------------
                                                Name:
                                                Title:


Dated:


                                      A-3


TRUSTEE'S CERTIFICATION OF
  AUTHENTICATION

Wells Fargo Bank, N.A.,
   as Trustee, certifies that this is one of the
   Notes referred to in the Indenture


By:
    ---------------------------------
    Authorized Signatory
    Title:

- --------------------------------------------------------------------------------


*/   If the Note is to be issued in global form, add the Global Notes Legend and
     the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL
     SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".







                                      A-4


                     [FORM OF REVERSE SIDE OF INITIAL NOTE]
                      12 3/4% Senior Discount Note due 2016

          THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF
          SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000
          PRINCIPAL AMOUNT AT MATURITY OF THIS NOTE, THE ISSUE PRICE IS $536.99.
          THE ISSUE DATE OF THIS NOTE IS MARCH 4, 2005 AND THE YIELD TO MATURITY
          IS 12 3/4%.

1.       Interest
         --------

           (a) RURAL/METRO CORPORATION, a Delaware corporation (together with
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Issuer"), promises to pay interest on this Note at the rate
per annum specified below. The Notes will bear interest at the rate per annum of
12 3/4%. Prior to March 15, 2010, interest will accrue on the Notes in the form
of an increase in the Accreted Value of the Notes, and no cash interest will be
paid. The Accreted Value of the Notes will increase from the date of issuance
until March 15, 2010 at a rate of 12 3/4% per annum compounded semiannually such
that the Accreted Value will equal the principal amount at maturity on March 15,
2010. The Issuer shall pay interest semiannually in arrears in cash on each
March 15 and September 15, commencing on September 15, 2010. Interest on the
Notes shall accrue from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from
March 15, 2015 until the principal hereof is due. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months. The Issuer shall pay
interest on overdue principal at the rate borne by the Notes, and they shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

           For purposes of the preceding paragraph, the following term shall
have the following definition:

           "Accreted Value" means, as of any date (the "Specified Date"), the
amount provided below for each $1,000 principal amount at maturity of Notes:

               (1) if the Specified Date occurs on one of the following dates
          (each, a "Semi-Annual Accrual Date"), the Accreted Value will equal
          the amount set forth below for such Semi-Annual Accrual Date:

                  SEMI-ANNUAL ACCRUAL DATE              ACCRETED VALUE
                  September 15, 2005                    $    573.38
                  March 15, 2006                        $    609.93
                  September 15, 2006                    $    648.82
                  March 15, 2007                        $    690.18
                  September 15, 2007                    $    734.18
                  March 15, 2008                        $    780.98
                  September 15, 2008                    $    830.77
                  March 15, 2009                        $    883.73
                  September 15, 2009                    $    940.07
                  March 15, 2010                        $  1,000.00


                                      A-5


           the foregoing Accreted Values shall be increased, if necessary, to
reflect any accretion of Registration Default Damages;

               (2) if the Specified Date occurs before the first Semi-Annual
          Accrual Date, the Accreted Value will equal the sum of (A) the
          original issue price of a Note and (B) an amount equal to the product
          of (x) the Accreted Value for the first Semi-Annual Accrual Date less
          such original issue price multiplied by (y) a fraction, the numerator
          of which is the number of days from the Issue Date to the Specified
          Date, using a 360-day year of twelve 30-day months, and the
          denominator of which is the number of days elapsed from the Issue Date
          to the first Semi-Annual Accrual Date, using a 360-day year of twelve
          30-day months;

               (3) if the Specified Date occurs between two Semi-Annual Accrual
          Dates, the Accreted Value will equal the sum of (A) the Accreted Value
          for the Semi-Annual Accrual Date immediately preceding such Specified
          Date and (B) an amount equal to the product of (x) the Accreted Value
          for the immediately following Semi-Annual Accrual Date less the
          Accreted Value for the Semi-Annual Accrual Date immediately preceding
          such Specified Date multiplied by (y) a fraction, the numerator of
          which is the number of days from the immediately preceding Semi-Annual
          Accrual Date to the Specified Date, using a 360-day year of twelve
          30-day months, and the denominator of which is 180; or

               (4) if the Specified Date occurs on or after the Full Accretion
          Date, the Accreted Value will equal $1,000.

         (b) Registration Rights Agreement. The Holder of this Note is entitled
to the benefits of a Registration Rights Agreement, dated as of March 4, 2005,
among the Issuer and the Initial Purchasers named therein.

2.       Method of Payment
         -----------------

           On and after September 15, 2010, the Issuer shall pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders at
the close of business on the March 1 or September 1 immediately preceding the
applicable interest payment date even if Notes are canceled after the record
date and on or before the interest payment date (whether or not a Business Day).
Holders must surrender the Notes to a Paying Agent to collect principal
payments. The Issuer shall pay Accreted Value, premium, if any, and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the Notes
represented by a Global Note (including Accreted Value, premium, if any, and
interest) shall be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company, an Issuer or any successor
depositary. The Issuer will make all payments in respect of a certificated Note
(including Accreted Value, premium, if any, and interest), at the office of each
Paying Agent, except that, at the option of the Issuer, payment of interest may
be made by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Notes may also be made, in the case of a


                                      A-6


Holder of at least $1,000,000 aggregate principal amount at maturity of the
Notes, by wire transfer to a U.S. dollar account maintained by the payee with a
bank in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or a Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

3.       Paying Agent and Registrar
         --------------------------

           Initially, Wells Fargo Bank, N.A., a national banking association
(the "Trustee"), will act as Paying Agent and Registrar. The Issuer may appoint
and change any Paying Agent or Registrar without notice. The Issuer may act as
Paying Agent or Registrar.

4.       Indenture
         ---------

           The Issuer issued the Notes under an Indenture dated as of March 4,
2005 (the "Indenture"), among the Issuer and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 as in effect on the date of the
Indenture (the "TIA"). Terms defined in the Indenture and not defined herein
have the meanings ascribed thereto in the Indenture. The Notes are subject to
all terms and provisions of the Indenture, and the Holders (as defined in the
Indenture) are referred to the Indenture and the TIA for a statement of such
terms and provisions.

           The Notes are senior unsecured obligations of the Issuer. This Note
is one of the Initial Notes referred to in the Indenture. The Notes include the
Initial Notes and any Exchange Notes issued in exchange for Initial Notes
pursuant to the Indenture. The Indenture imposes certain limitations on the
ability of the Issuer and the Issuer's Restricted Subsidiaries to, among other
things, make certain Investments and other Restricted Payments, pay dividends
and other distributions, incur Indebtedness, enter into consensual restrictions
upon the payment of certain dividends and distributions by such Restricted
Subsidiaries, issue or sell shares of capital stock of Restricted Subsidiaries,
enter into or permit certain transactions with Affiliates, create or incur Liens
and make asset sales. The Indenture also imposes limitations on the ability of
the Issuer to consolidate or merge with or into any other Person or convey,
transfer or lease all or substantially all of its property.

5.       Redemption and Repurchase
         -------------------------

           (a) The Notes will be redeemable, at the Issuer's option, in whole at
any time or in part from time to time, on and after March 15, 2010 at the
following redemption prices (expressed as percentages of Accreted Value thereof)
if redeemed during the twelve-month period commencing on March 15 of the
applicable year set forth below, plus, in each case, accrued and unpaid
interest, if any, to the date of redemption:


                                      A-7


                  YEAR                           PERCENTAGE
                  ----                           ----------
                  2010                            106.375%
                  2011                            104.250%
                  2012                            102.125%
                  2013 and thereafter             100.000%

           (b) In addition, prior to March 15, 2010, the Issuer may redeem the
Notes at its option, in whole or in part from time to time, upon not less than
30 nor more than 60 days' prior notice mailed by first-class mail to each
holder's registered address, at a redemption price equal to 100% of the
aggregate Accreted Value of the Notes redeemed plus the Applicable Premium as
of, and accrued and unpaid interest and Registration Default Damages, if any, to
the applicable redemption date (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).

           (c) At any time, or from time to time, on or prior to March 15, 2008,
the Issuer may, at its option, use all or any portion of the net cash proceeds
of one or more Equity Offerings to redeem up to 35% of the aggregate principal
amount at maturity of the Notes issued at a redemption price equal to 112.75% of
the Accreted Value thereof plus accrued and unpaid interest, if any, to the date
of redemption; provided that at least 65% of the aggregate principal amount at
maturity of Notes originally issued remains outstanding immediately after any
such redemption. In order to effect the foregoing redemption with the proceeds
of any Equity Offering, the Issuer shall consummate such redemption not more
than 90 days after the consummation of any such Equity Offering.

6.       Sinking Fund
         ------------

           The Notes are not entitled to the benefit of any mandatory sinking
fund.

7.       [Reserved]
         ----------

8.       Denominations; Transfer; Exchange
         ---------------------------------

           The Notes are in registered form, without coupons, in denominations
of $1,000 and whole multiples of $1,000 in excess thereof. A Holder shall
register the transfer of or exchange of Notes in accordance with the Indenture.
Upon any registration of transfer or exchange, the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes
selected for redemption (except, in the case of a Note to be redeemed in part,
the portion of the Notes not to be redeemed) or to transfer or exchange any
Notes for a period of 15 days prior to a selection of Notes to be redeemed.

9.       Persons Deemed Owners
         ---------------------

           The registered Holder of this Note shall be treated as the owner of
it for all purposes.


                                      A-8


10.      Unclaimed Money
         ---------------

           If money for the payment of principal or interest remains unclaimed
for two years, the Trustee and a Paying Agent shall pay the money back to the
Issuer at its written request unless an abandoned property law designates
another Person. After any such payment, the Holders entitled to the money must
look to the Issuer for payment as general creditors and the Trustee and a Paying
Agent shall have no further liability with respect to such monies.

11.      Discharge and Defeasance
         ------------------------

           Subject to certain conditions, the Issuer at any time may terminate
some of or all of their obligations under the Notes and the Indenture if the
Issuer deposits with the Trustee money or Government Securities for the payment
of principal of, and interest on the Notes to redemption, or maturity, as the
case may be.

12.      Amendment, Waiver
         -----------------

           Subject to certain exceptions set forth in the Indenture, the
Indenture and the Notes may be amended, or default may be waived, with the
consent of the Holders of a majority in principal amount at maturity of the
outstanding Notes. Without notice to or the consent of any Holder, the Issuer
and the Trustee may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency.

13.      Defaults and Remedies

           If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Issuer) and is continuing, the Trustee or the Holders of at least 25% in
principal amount at maturity of the outstanding Notes, in each case, by notice
to the Issuer, may declare the Accreted Value of, premium, if any, and accrued
but unpaid interest on all the Notes to be due and payable. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization
of the Issuer occurs, the Accreted Value of, premium, if any, and interest on
all the Notes shall become immediately due and payable without any declaration
or other act on the part of the Trustee or any Holders. Under certain
circumstances, the Holders of a majority in principal amount at maturity of the
outstanding Notes may rescind any such acceleration with respect to the Notes
and its consequences.

14.      Trustee Dealings with the Issuer
         --------------------------------

           Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Issuer or its Affiliates and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Trustee.

15.      No Recourse Against Others
         --------------------------

           No director, officer, employee, incorporator or holder of any equity
interests in the Issuer or any direct or indirect parent, as such, shall have
any liability for any obligations of the Issuer under the Notes or this
Indenture or for any claim based on, in respect of, or by any reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability.


                                      A-9


16.      Authentication
         --------------

           This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note.

17.      Abbreviations
         -------------

           Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

18.      Governing Law
         -------------

           THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

19.      CUSIP Numbers, ISINs and Common Codes
         -------------------------------------

           The Issuer has caused CUSIP numbers and ISINs to be printed on the
Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of
redemption as a convenience to the Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

           THE ISSUER WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST
AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE
TEXT OF THIS NOTE.


                                      A-10


                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: I or we assign and transfer this
Note to:

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint agent to transfer this Note on the books of the Issuer.
The agent may substitute another to act for him.

- --------------------------------------------------------------------------------

Date:                       Your Signature:
     -------------                         -------------------------------------
                                          (Sign exactly as your name appears
                                           on the other side of this Note)
Signature Guarantee:
Date:
     -------------                         -------------------------------------
Signature must be guaranteed by a            Signature of Signature Guarantee
participant in a recognized signature
guaranty medallion program or other
signature guarantor program reasonably
acceptable to the Trustee






                                      A-11


                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
                    REGISTRATION OF TRANSFER RESTRICTED NOTES

           This certificate relates to $_________ principal amount at maturity
of Notes held in (check applicable space) ____ book-entry or _____ definitive
form by the undersigned.

         The undersigned (check one box below):

          [_]  has requested the Trustee by written order to deliver in exchange
               for its beneficial interest in the Global Note held by the
               Depository a Note or Notes in definitive, registered form of
               authorized denominations and an aggregate principal amount at
               maturity equal to its beneficial interest in such Global Note (or
               the portion thereof indicated above);

          [_]  has requested the Trustee by written order to exchange or
               register the transfer of a Note or Notes.

           In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Notes are
being transferred in accordance with its terms:

           CHECK ONE BOX BELOW

          (1) [_]   to the Issuer; or

          (2) [_]   to the Registrar for registration in the name of the Holder,
                    without transfer; or

          (3) [_]   pursuant to an effective registration statement under the
                    Securities Act of 1933; or

          (4) [_]   inside the United States to a "qualified institutional
                    buyer" (as defined in Rule 144A under the Securities Act of
                    1933) that purchases for its own account or for the account
                    of a qualified institutional buyer to whom notice is given
                    that such transfer is being made in reliance on Rule 144A,
                    in each case pursuant to and in compliance with Rule 144A
                    under the Securities Act of 1933; or

          (5) [_]   outside the United States in an offshore transaction within
                    the meaning of Regulation S under the Securities Act in
                    compliance with Rule 904 under the Securities Act of 1933
                    and such Security shall be held immediately after the
                    transfer through Euroclear or Clearstream until the
                    expiration of the Restricted Period (as defined in the
                    Indenture); or

          (6) [_]   to an institutional "accredited investor" (as defined in
                    Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
                    1933) that has furnished to the Trustee a signed letter
                    containing certain representations and agreements; or


                                      A-12


          (7) [_]   pursuant to another available exemption from registration
                    provided by Rule 144 under the Securities Act of 1933.

           Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
Person other than the registered Holder thereof; provided, however, that if box
(5), (6) or (7) is checked, the Trustee may require, prior to registering any
such transfer of the Notes, such legal opinions, certifications and other
information as the Issuer has reasonably requested to confirm that such transfer
is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933.


Date:
      -------------                             --------------------------------
                                                Your Signature
Signature Guarantee:

Date:                                           --------------------------------
                                                Signature of Signature Guarantee

Signature must be guaranteed by a
participant in a recognized signature
guaranty medallion program or other
signature  guarantor program reasonably
acceptable to the Trustee

- --------------------------------------------------------------------------------



                                      A-13


              TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

           The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuer as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Date:                                         ----------------------------------
      ----------------                        NOTICE:   To be executed by an
                                                        executive officer





                                      A-14


                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

           The initial principal amount at maturity of this Global Note is
$_________. The following increases or decreases in this Global Note have been
made:

                                                                          

                  Amount of decrease     Amount of increase       Principal amount at
                  in principal amount    in principal amount    maturity of this Global     Signature of authorized
    Date of       at maturity of this    at maturity of this      Note following such       signatory of Trustee or
   Exchange           Global Note            Global Note         decrease or increase           Notes Custodian
   --------           -----------            -----------         --------------------           ---------------










                                      A-15


                       OPTION OF HOLDER TO ELECT PURCHASE

           If you want to elect to have this Note purchased by the Issuer
pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the
Indenture, check the box:

                          Asset Sale  [_]    Change of Control [_]

           If you want to elect to have only part of this Note purchased by the
Issuer pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control)
of the Indenture, state the amount ($1,000 or an integral multiple of $1,000 in
excess thereof):

$

Dated:                        Your Signature:
       ------------                          -----------------------------------
                                            (Sign exactly as your name appears
                                             on the other side of this Note)

Signature Guarantee:
                       ---------------------------------------------------------
                       Signature must be guaranteed by a participant in a
                       recognized signature guaranty medallion program or other
                       signature guarantor program reasonably acceptable to the
                       Trustee





                                      A-16


                                                                       EXHIBIT B


                         [FORM OF FACE OF EXCHANGE NOTE]
                              [Global Notes Legend]

           UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

           TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.






                                      B-1


No.                                       12 3/4% Senior Discount Note due 2016

                                                             CUSIP No.   ______
                                                             ISIN No.    ______


           RURAL/METRO CORPORATION (the "Issuer"), a Delaware corporation,
promises to pay to [ ], or registered assigns, the principal sum [of Dollars]
[listed on the Schedule of Increases or Decreases in the Global Note attached
hereto] (1) on March 15, 2016.

           Interest Payment Dates: March 15 and September 15.

           Record Dates: March 1 and September 1.

           Additional provisions of this Note are set forth on the other side of
this Note.

           IN WITNESS WHEREOF, Rural/Metro Corporation has caused this
instrument to be duly executed.

                                              RURAL/METRO CORPORATION


                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:
Dated:


- ----------------
(1)  Use the Schedule of Increases and Decreases language if Security is in
     Global Form.



                                      B-2


TRUSTEE'S CERTIFICATION OF
  AUTHENTICATION

Wells Fargo Bank, N.A.,
   as Trustee, certifies that this is one of the
   Notes referred to in the Indenture


By:
      ---------------------------
      Authorized Signatory
      Title:


- --------------------------------------------------------------------------------

*/   If the Note is to be issued in global form, add the Global Notes Legend and
     the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL
     SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".




                                      B-3


                     [FORM OF REVERSE SIDE OF EXCHANGE NOTE]
                      12 3/4% Senior Discount Note due 2016

          THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF
          SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000
          PRINCIPAL AMOUNT AT MATURITY OF THIS NOTE, THE ISSUE PRICE IS $536.99.
          THE ISSUE DATE OF THIS NOTE IS MARCH 4, 2005 AND THE YIELD TO MATURITY
          IS 12 3/4%.

1.       Interest
         --------

           (a) RURAL/METRO CORPORATION, a Delaware corporation (together with
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Issuer"), promises to pay interest on this Note at the rate
per annum specified below. The Notes will bear interest at the rate per annum of
12 3/4%. Prior to March 15, 2010, interest will accrue on the Notes in the form
of an increase in the Accreted Value of the Notes, and no cash interest will be
paid. The Accreted Value of the Notes will increase from the date of issuance
until March 15, 2010 at a rate of 12 3/4% per annum compounded semiannually such
that the Accreted Value will equal the principal amount at maturity on March 15,
2010. The Issuer shall pay interest semiannually in arrears in cash on each
March 15 and September 15, commencing on September 15, 2010. Interest on the
Notes shall accrue from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from
March 15, 2010 until the principal hereof is due. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months. The Issuer shall pay
interest on overdue principal at the rate borne by the Notes, and they shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

           For purposes of the preceding paragraph, the following term shall
have the following definition:

           "Accreted Value" means, as of any date (the "Specified Date"), the
amount provided below for each $1,000 principal amount at maturity of Notes:

               (1) if the Specified Date occurs on one of the following dates
          (each, a "Semi-Annual Accrual Date"), the Accreted Value will equal
          the amount set forth below for such Semi-Annual Accrual Date:

                  SEMI-ANNUAL ACCRUAL DATE            ACCRETED VALUE

                  September 15, 2005                  $    573.38
                  March 15, 2006                      $    609.93
                  September 15, 2006                  $    648.82
                  March 15, 2007                      $    690.18
                  September 15, 2007                  $    734.18
                  March 15, 2008                      $    780.98
                  September 15, 2008                  $    830.77
                  March 15, 2009                      $    883.73
                  September 15, 2009                  $    940.07
                  March 15, 2010                      $  1,000.00

           the foregoing Accreted Values shall be increased, if necessary, to
reflect any accretion of Registration Default Damages;

               (2) if the Specified Date occurs before the first Semi-Annual
          Accrual Date, the Accreted Value will equal the sum of (A) the
          original issue price of a Note and (B) an amount equal to the product
          of (x) the Accreted Value for the first Semi-Annual Accrual Date less
          such original issue price multiplied by (y) a fraction, the numerator
          of which is the number of days from the Issue Date to the Specified
          Date, using a 360-day year of twelve 30-day months, and the
          denominator of which is the number of days elapsed from the Issue Date
          to the first Semi-Annual Accrual Date, using a 360-day year of twelve
          30-day months;


                                      B-4


                  (3) if the Specified Date occurs between two Semi-Annual
         Accrual Dates, the Accreted Value will equal the sum of (A) the
         Accreted Value for the Semi-Annual Accrual Date immediately preceding
         such Specified Date and (B) an amount equal to the product of (x) the
         Accreted Value for the immediately following Semi-Annual Accrual Date
         less the Accreted Value for the Semi-Annual Accrual Date immediately
         preceding such Specified Date multiplied by (y) a fraction, the
         numerator of which is the number of days from the immediately preceding
         Semi-Annual Accrual Date to the Specified Date, using a 360-day year of
         twelve 30-day months, and the denominator of which is 180; or

           (4) if the Specified Date occurs on or after the Full Accretion Date,
the Accreted Value will equal $1,000.

2.       Method of Payment
         -----------------

           On and after September 15, 2010, the Issuer shall pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders at
the close of business on the March 1 or September 1 immediately preceding the
applicable interest payment date even if Notes are canceled after the record
date and on or before the interest payment date (whether or not a Business Day).
The Holders must surrender the Notes to a Paying Agent to collect principal
payments. The Issuer shall pay Accreted Value, premium, if any, and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the Notes
represented by a Global Note (including Accreted Value, premium and interest)
shall be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company, the Issuer or any successor
depositary. The Issuer will make all payments in respect of a certificated Note
(including Accreted Value, premium, if any, and interest), at the office of a
Paying Agent, except that, at the option of the Issuer, payment of interest may
be made by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Notes may also be made, in the case of a
Holder of at least $1,000,000 aggregate principal amount at maturity of Notes,
by wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or a Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).


                                      B-5


3.       Paying Agent and Registrar
         --------------------------

           Initially, Wells Fargo Bank, N.A., a national banking association
(the "Trustee"), will act as Paying Agent and Registrar. The Issuer may appoint
and change any Paying Agent or Registrar without notice. The Issuer may act as
Paying Agent or Registrar.

4.       Indenture
         ---------

           The Issuer issued the Notes under an Indenture dated as of March 4,
2005 (the "Indenture"), among the Issuer and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 as in effect on the date of the
Indenture (the "TIA"). Terms defined in the Indenture and not defined herein
have the meanings ascribed thereto in the Indenture. The Notes are subject to
all terms and provisions of the Indenture, and the Holders (as defined in the
Indenture) are referred to the Indenture and the TIA for a statement of such
terms and provisions.

           The Notes are senior unsecured obligations of the Issuer. This Note
is one of the Exchange Notes referred to in the Indenture. The Notes include the
Initial Notes, the Additional Notes and any Exchange Notes issued in exchange
for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange
Notes are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the ability of the Issuer and the
Issuer's Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted Subsidiaries,
issue or sell shares of capital stock of Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates, create or incur Liens and make
Asset Sales. The Indenture also imposes limitations on the ability of the Issuer
to consolidate or merge with or into any other Person or convey, transfer or
lease all or substantially all of its property.

5.       Redemption and Repurchase
         -------------------------

           (a) The Notes will be redeemable, at the Issuer's option, in whole at
any time or in part from time to time, on and after March 15, 2010 at the
following redemption prices (expressed as percentages of the Accreted Value
thereof) if redeemed during the twelve-month period commencing on March 15 of
the applicable year set forth below, plus, in each case, accrued and unpaid
interest, if any, to the date of redemption:

                  YEAR                                      PERCENTAGE
                  ----                                      ----------
                  2010                                       106.375%
                  2011                                       104.250%
                  2012                                       102.125%
                  2013 and thereafter                        100.000%


                                      B-6


           (b) In addition, prior to March 15, 2010, the Issuer may redeem the
Notes at its option, in whole or in part from time to time, upon not less than
30 nor more than 60 days' prior notice mailed by first-class mail to each
holder's registered address, at a redemption price equal to 100% of the
aggregate Accreted Value of the Notes redeemed plus the Applicable Premium as
of, and accrued and unpaid interest and Registration Default Damages, if any, to
the applicable redemption date (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).

           (c) At any time, or from time to time, on or prior to March 15, 2008,
the Issuer may, at their option, use all or any portion of the net cash proceeds
of one or more Equity Offerings to redeem up to 35% of the aggregate principal
amount of the Notes issued at a redemption price equal to 112.75% of the
Accreted Value thereof plus accrued and unpaid interest, if any, to the date of
redemption; provided that at least 65% of the aggregate principal amount of the
Notes originally issued remains outstanding immediately after any such
redemption. In order to effect the foregoing redemption with the proceeds of any
Equity Offering, the Issuer shall consummate such redemption not more than 90
days after the consummation of any such Equity Offering.

6.       Sinking Fund
         ------------

           The Notes are not entitled to the benefit of any mandatory sinking
fund.

7.       [Reserved]
         ----------

8.       Denominations; Transfer; Exchange
         ---------------------------------

           The Notes are in registered form, without coupons, in denominations
of $1,000 and whole multiples of $1,000 in excess thereof. A Holder shall
register the transfer of or exchange of the Notes in accordance with the
Indenture. Upon any registration of transfer of or exchange, the Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes required by law or
permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or to transfer or
exchange any Notes for a period of 15 days prior to a selection of Notes to be
redeemed.

9.       Persons Deemed Owners
         ---------------------

           The registered Holder of this Note shall be treated as the owner of
it for all purposes.

10.      Unclaimed Money
         ---------------

           If money for the payment of principal or interest remains unclaimed
for two years, the Trustee and a Paying Agent shall pay the money back to the
Issuer at its written request unless an abandoned property law designates
another Person. After any such payment, the Holders entitled to the money must
look to the Issuer for payment as general creditors and the Trustee and a Paying
Agent shall have no further liability with respect to such monies.


                                      B-7


11.      Discharge and Defeasance
         ------------------------

         Subject to certain conditions, the Issuer at any time may terminate
some of or all its obligations under the Notes and the Indenture if the Issuer
deposits with the Trustee money or Government Obligations for the payment of
principal and interest on the Notes to redemption, or maturity, as the case may
be.

12.      Amendment, Waiver
         -----------------

           Subject to certain exceptions, the Indenture and the Notes may be
amended, or default may be waived, with the consent of the Holders of a majority
in principal amount at maturity of the outstanding Notes. Without notice to or
the consent of any Holder, the Issuer and the Trustee may amend or supplement
the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency.

13.      Defaults and Remedies
         ---------------------

           If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Issuer) and is continuing, the Trustee or the Holders of at least 25% in
principal amount at maturity of the outstanding Notes, in each case, by notice
to the Issuer, may declare the Accreted Value of, premium, if any, and accrued
but unpaid interest on all the Notes to be due and payable. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization
of the Issuer occurs, the Accreted Value of, premium, if any, and interest on
all the Notes shall become immediately due and payable without any declaration
or other act on the part of the Trustee or any Holders. Under certain
circumstances, the Holders of a majority in principal amount at maturity of the
outstanding Notes may rescind any such acceleration with respect to the Notes
and its consequences.

14.      Trustee Dealings with the Issuer
         --------------------------------

           Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Issuer or its Affiliates and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Trustee.

15.      No Recourse Against Others
         --------------------------

           No director, officer, employee, incorporator or holder of any equity
interests in the Issuer or any direct or indirect parent, as such, shall have
any liability for any obligations of the Issuer under the Notes or this
Indenture or for any claim based on, in respect of, or by any reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability.

16.      Authentication
         --------------

           This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note.


                                      B-8


17.      Abbreviations
         -------------

           Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

18.      Governing Law
         -------------

           THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

19.      CUSIP Numbers, ISINs and Common Codes
         -------------------------------------

           The Issuer has caused CUSIP numbers and ISINs to be printed on the
Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of
redemption as a convenience to the Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

           THE ISSUER WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST
AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE
TEXT OF THIS NOTE.



                                      B-9


                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:


- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)


- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint agent to transfer this Note on the books of the Issuer.
The agent may substitute another to act for him.

Date:                           Your Signature:
      --------------                           ---------------------------------
                                              (Sign exactly as your name appears
                                              on the other side of this  Note)
Signature Guarantee:

Date:
      ----------------                         ---------------------------------
Signature must be guaranteed by a              Signature of Signature Guarantee
participant in a recognized signature
guaranty medallion program or other
signature guarantor program reasonably
acceptable to the Trustee



                                      B-10


                       OPTION OF HOLDER TO ELECT PURCHASE


           If you want to elect to have this Note purchased by the Issuer
pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the
Indenture, check the box:

                        Asset Sale [_]    Change of Control [_]

           If you want to elect to have only part of this Note purchased by the
Issuer pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control)
of the Indenture, state the amount ($1,000 or an integral multiple of $1,000 in
excess thereof):

$
Date:                          Your Signature:
      -------------                           ----------------------------------
                                             (Sign exactly as your name appears
                                             on the other side of this Note)


Signature Guarantee:
                   -------------------------------------------------------------
                   Signature must be guaranteed by a participant in a recognized
                   signature guaranty medallion program or other signature
                   guarantor program reasonably acceptable to the Trustee




                                      B-11


                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

           The initial principal amount at maturity of this Global Note is
$_______________. The following increases or decreases in this Global Note have
been made:

                                                                            

                  Amount of decrease     Amount of increase       Principal amount at
                  in principal amount    in principal amount    maturity of this Global     Signature of authorized
    Date of       at maturity of this    at maturity of this      Note following such       signatory of Trustee or
   Exchange           Global Note            Global Note         decrease or increase           Notes Custodian
   --------           -----------            -----------         --------------------           ---------------











                                      B-12


                                                                       EXHIBIT C


                                     Form of
                       Transferee Letter of Representation

Rural/Metro Corporation


Wells Fargo Bank, N.A.
c/o Joseph P. O'Donnell
213 Court Street, Suite 703
Middletown, CT  06457


Ladies and Gentlemen:

           This certificate is delivered to request a transfer of $[ ] principal
amount at maturity of the 12 3/4% Senior Discount Notes due 2016 (the "Notes")
of Rural/Metro Corporation (the "Issuer").

           Upon transfer, the Notes would be registered in the name of the new
beneficial owner as follows:

           Name:

           Address:

           Taxpayer ID Number:

           The undersigned represents and warrants to you that:

           1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act)), purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount at
maturity of the Notes, and we are acquiring the Notes not with a view to, or for
offer or sale in connection with, any distribution in violation of the
Securities Act or any applicable security law of any State in the United States
or any other applicable jurisdiction, provided that the disposition of our
property and the property of any accounts for which we are acting as fiduciary
will remain at all times within our or their control. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we invest in or purchase
securities similar to the Notes in the normal course of our business. We, and
any accounts for which we are acting, are each able to bear the economic risk of
our or its investment.


                                      C-1


           2. We understand that the Notes have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf, the Issuer's behalf and on
behalf of any investor account for which we are purchasing Notes to offer, sell
or otherwise transfer such Notes prior to the date that is two years after the
later of the date of original issue and the last date on which the Issuer or any
affiliate of the Issuer was the owner of such Notes (or any predecessor thereto)
(the "Resale Restriction Termination Date") only (a) to the Issuer, (b) pursuant
to a registration statement that has been declared effective under the
Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act ("Rule 144A"), to a person we reasonably believe
is a qualified institutional buyer under Rule 144A (a "QIB") that is purchasing
for its own account or for the account of a QIB and to whom notice is given that
the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act, (e) to an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
"accredited investor," in each case in a minimum principal amount at maturity of
Notes of $250,000, or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (c) or (d) above prior to the Resale
Restriction Termination Date, the transferor shall deliver to the Trustee a
written certificate in the form provided in the Note, to the effect that the
transfer is being made in accordance with Regulation S or Rule 144A, as the case
may be. If any resale or other transfer of the Notes is proposed to be made
pursuant to clause (e) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Issuer and the Trustee, which shall provide, among
other things, that the transferee is an institutional "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
and that it is acquiring such Notes for investment purposes and not for
distribution in violation of the Securities Act. If any resale or other transfer
of the Notes is proposed to be made pursuant to clause (e) or (f) above prior to
the Resale Restriction Termination Date, the transferor shall deliver to the
Trustee certificates Each purchaser acknowledges that the Issuer and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Notes pursuant to clause (d), (e) or (f)
above to require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Issuer and the Trustee in order to determine
that the proposed transfer is being made in compliance with the Securities Act
and applicable law. Not representation is made as to the availability of any
Rule 144A exemption from the registration requirements of the Securities Act.

Dated:

                                           TRANSFEREE:


                                           By:
                                              ----------------------------------

EX-4.2

$190,000,000

CREDIT AGREEMENT

Dated as of March 4, 2005

among

RURAL/METRO OPERATING COMPANY, LLC,

as Borrower,

THE LENDERS REFERRED TO HEREIN,

CITICORP NORTH AMERICA, INC.,

as Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,

and

CITIGROUP GLOBAL MARKETS INC.

and

J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Lead Bookrunners

CAHILL GORDON & REINDEL LLP

80 Pine Street

New York, NY 10005

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	34
SECTION 1.03.	Terms Generally	34
ARTICLE II
THE CREDITS
SECTION 2.01.	Credit Commitments	35
SECTION 2.02.	Procedure for Borrowing	36
SECTION 2.03.	Conversion and Continuation Options for Loans	37
SECTION 2.04.	Swingline Loans	37
SECTION 2.05.	Optional and Mandatory Prepayments of Loans; Repayments of Term Loans	39
SECTION 2.06.	Letters of Credit	42
SECTION 2.07.	Repayment of Loans; Evidence of Debt	49
SECTION 2.08.	Interest Rates and Payment Dates	50
SECTION 2.09.	Computation of Interest	51
SECTION 2.10.	Fees	51
SECTION 2.11.	Termination or Reduction of Commitments or LC Facility Deposits	53
SECTION 2.12.	Inability to Determine Interest Rate; Unavailability of Deposits; Inadequacy of Interest Rate	53
SECTION 2.13.	Pro Rata Treatment and Payments; Proceeds of Collateral	54
SECTION 2.14.	Illegality	57
SECTION 2.15.	Requirements of Law	57
SECTION 2.16.	Taxes	58
SECTION 2.17.	Indemnity	62
SECTION 2.18.	Change of Lending Office	62
SECTION 2.19.	Sharing of Setoffs	62
SECTION 2.20.	Assignment of Commitments Under Certain Circumstances	63
SECTION 2.21.	Deposit Account	63
SECTION 2.22.	Increase in LC Facility	66
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01.	Organization, etc.	67

-i-

		Page
SECTION 3.02.	Due Authorization, Non-Contravention, etc.	67
SECTION 3.03.	Government Approval, Regulation, etc.	68
SECTION 3.04.	Validity, etc.	68
SECTION 3.05.	Medicare Participation/Accreditation	68
SECTION 3.06.	Financial Information; Projections	69
SECTION 3.07.	No Material Adverse Effect	70
SECTION 3.08.	Litigation	70
SECTION 3.09.	Compliance with Laws and Agreements	70
SECTION 3.10.	Subsidiaries	70
SECTION 3.11.	Ownership of Properties	70
SECTION 3.12.	Taxes	72
SECTION 3.13.	Employee Benefits	72
SECTION 3.14.	Environmental Matters	72
SECTION 3.15.	Regulations U and X	74
SECTION 3.16.	Disclosure; Accuracy of Information	74
SECTION 3.17.	Insurance	74
SECTION 3.18.	Labor Matters	74
SECTION 3.19.	Solvency	74
SECTION 3.20.	Securities	75
SECTION 3.21.	Security Documents	75
SECTION 3.22.	Anti-Terrorism Laws	76
SECTION 3.23.	Subordination of Senior Subordinated Notes	77
SECTION 3.24.	Structural Subordination of Parent Notes	77
ARTICLE IV
CONDITIONS
SECTION 4.01.	Closing Date	77
SECTION 4.02.	Conditions to Each Credit Event	82
ARTICLE V
AFFIRMATIVE COVENANTS
SECTION 5.01.	Financial Information, Reports, Notices, etc.	83
SECTION 5.02.	Compliance with Laws, etc.	85
SECTION 5.03.	Maintenance of Properties	86
SECTION 5.04.	Insurance	86
SECTION 5.05.	Books and Records; Visitation Rights	86
SECTION 5.06.	Environmental Covenant	86
SECTION 5.07.	Information Regarding Collateral	88
SECTION 5.08.	Existence; Conduct of Business	88
SECTION 5.09.	Performance of Obligations	88
SECTION 5.10.	Casualty and Condemnation	89
SECTION 5.11.	Pledge of Additional Collateral	89

-ii-

		Page
SECTION 5.12.	Further Assurances	89
SECTION 5.13.	Use of Proceeds and Letters of Credit	90
SECTION 5.14.	Payment of Taxes	90
SECTION 5.15.	Guarantees	90
SECTION 5.16.	Post-Closing Matters	90
ARTICLE VI
NEGATIVE COVENANTS
SECTION 6.01.	Indebtedness; Disqualified Capital Stock	92
SECTION 6.02.	Liens	94
SECTION 6.03.	Fundamental Changes	95
SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	96
SECTION 6.05.	Asset Sales	97
SECTION 6.06.	Dividends	98
SECTION 6.07.	Transactions with Affiliates	99
SECTION 6.08.	Restrictive Agreements	100
SECTION 6.09.	Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness	101
SECTION 6.10.	Limitation on Issuance of Capital Stock	102
SECTION 6.11.	Limitation on Creation of Subsidiaries	102
SECTION 6.12.	Business	102
SECTION 6.13.	Limitation on Change of Fiscal Year and Fiscal Quarters	103
SECTION 6.14.	Interest Expense Coverage Ratio	103
SECTION 6.15.	Total Leverage Ratio	104
SECTION 6.16.	Fixed Charge Coverage Ratio	104
SECTION 6.17.	Capital Expenditures	105
SECTION 6.18.	Anti-Terrorism Law	105
SECTION 6.19.	Embargoed Person	105
SECTION 6.20.	Anti-Money Laundering	106
ARTICLE VII
EVENTS OF DEFAULT
SECTION 7.01.	Listing of Events of Default	106
SECTION 7.02.	Action if Bankruptcy	108
SECTION 7.03.	Action if Other Event of Default	109
ARTICLE VIII
THE AGENTS
SECTION 8.01.	The Agents	109

-iii-

		Page
ARTICLE IX
MISCELLANEOUS
SECTION 9.01.	Notices	111
SECTION 9.02.	Survival of Agreement	112
SECTION 9.03.	Binding Effect	112
SECTION 9.04.	Successors and Assigns	112
SECTION 9.05.	Expenses; Indemnity	115
SECTION 9.06.	Right of Setoff	117
SECTION 9.07.	Applicable Law	117
SECTION 9.08.	Waivers; Amendment	117
SECTION 9.09.	Interest Rate Limitation	120
SECTION 9.10.	Entire Agreement	121
SECTION 9.11.	WAIVER OF JURY TRIAL	121
SECTION 9.12.	Severability	121
SECTION 9.13.	Counterparts	121
SECTION 9.14.	Headings	122
SECTION 9.15.	Jurisdiction; Consent to Service of Process	122
SECTION 9.16.	Confidentiality	122
SECTION 9.17.	Citigroup Direct Website Communications	123
SECTION 9.18.	Collateral Agent as Joint Creditor	124
SECTION 9.19.	USA Patriot Act	125

EXHIBIT A	Form of Administrative Questionnaire
EXHIBIT B	Form of Borrowing Request
EXHIBIT C	Form of Assignment and Acceptance
EXHIBIT D	Form of Compliance Certificate
EXHIBIT E-1	Form of Term Note
EXHIBIT E-2	Form of Revolving Note
EXHIBIT E-3	Form of Swingline Note
EXHIBIT F	Form of Closing Certificate
EXHIBIT G	Form of Guarantee Agreement
EXHIBIT H	Form of Pledge Agreement
EXHIBIT I	Form of Security Agreement
EXHIBIT J-1	Form of Opinion of Weil, Gotshal & Manges LLP
EXHIBIT J-2	Form of Opinion of Arizona Counsel
EXHIBIT J-3	Form of Opinion of Tennessee Counsel
EXHIBIT J-4	Form of Opinion of General Counsel
EXHIBIT J-5	Form of Opinions of Georgia/Washington Counsel
EXHIBIT K	Form of Solvency Certificate
EXHIBIT L	Form of Mortgage
EXHIBIT M	Form of Section 2.16(d) Certificate
EXHIBIT N	Form of Intercompany Note

-iv-

SCHEDULE 1.01	Competitors
SCHEDULE 2.01	Lenders and Commitments; LC Facility Participations
SCHEDULE 3.06(a)	Indebtedness and Obligations Not Reflected in Financial Statements
SCHEDULE 3.10	Subsidiaries
SCHEDULE 3.11(b)	Leased and Owned Real Property
SCHEDULE 3.11(e)	Contractual Rights Related to Mortgaged Properties
SCHEDULE 3.14(a)	Environmental Matters
SCHEDULE 3.14(c)	CERCLA Matters
SCHEDULE 3.17	Insurance
SCHEDULE 4.01(m)(iii)	Title Insurance Amounts
SCHEDULE 5.16	Lien to be Discharged
SCHEDULE 6.01	Existing Indebtedness
SCHEDULE 6.02	Existing Liens
SCHEDULE 6.04	Existing Investments
SCHEDULE 6.07	Existing Affiliate Transactions
SCHEDULE 6.08	Existing Restrictions

-v-

CREDIT AGREEMENT (this “Agreement”) dated as of March 4, 2005, 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”).

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR Borrowing” means a Borrowing comprised of ABR Loans.

“ABR Loan” means any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Loan Party, or at the time it merges or consolidates with Borrower or any of the Loan Parties or Indebtedness assumed by Borrower or any Loan Party in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Loan Party or such acquisition, merger or consolidation.

“Additional Collateral” has the meaning assigned to such term in Section 5.11.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/1000 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” has the meaning assigned to such term in the preamble hereto.

“Administrative Questionnaire” means an Administrative Questionnaire in the form of Exhibit A or another form supplied by the Administrative Agent.

“Affiliate” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person. A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; “control” and “controlling” shall have meanings correlative thereto.

“Agent Fees” has the meaning assigned to such term in Section 2.10(d).

“Agent Parties” has the meaning assigned to such term in Section 9.17(c).

“Agents” means the Administrative Agent and the Collateral Agent.

“Aggregate Revolving Credit Exposure” means the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures.

“Agreement” has the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” or “ABR” means for any day, a rate per annum equal to the highest of (a) the Administrative Agent’s Base Rate in effect on such day, (b) 0.5% per annum above the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average being determined weekly on each Monday (or, if any such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the next previous Friday by the Administrative Agent on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by the Administrative Agent from three New York certificate of deposit dealers of recognized standing selected by the Administrative Agent, in either case adjusted to the nearest 0.25% or, if there is no nearest 0.25%, to the next higher 0.25% (the “Certificate of Deposit Rate”), and (c) the Federal Funds Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Base Rate, the Certificate of Deposit Rate or the Federal Funds Rate shall be effective as of the opening of business on the effective day of such change in the Base Rate, the Certificate of Deposit Rate or the Federal Funds Rate, respectively.

“Anti-Terrorism Laws” has the meaning assigned to such term in Section 3.22(a).

“Applicable Margin” means (i) with respect to Revolving Loans (x) that are Eurodollar Loans, 325 basis points and (y) that are ABR Loans, 225 basis points, (ii) with respect to Term Loans (x) that are Eurodollar Loans, 250 basis points and (y) that are ABR Loans, 150 basis points, and (iii) with respect to LC Facility Deposits, 250 basis points.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) any Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arizona Blind Trust Act” means The Blind Trust Act, Arizona Revised Statutes §33-404.

“Asset Sale” means any direct or indirect sale, transfer, lease, conveyance or other disposition by Parent or any of its Subsidiaries of any of its Property, including any sale or issuance of any Equity Interests of any Subsidiary of Parent.

-2-

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit C or such other form as shall be approved by the Administrative Agent.

“Authorized Officer” means, with respect to Borrower, those of its officers whose signature and incumbency have been certified to the Administrative Agent and the Lenders pursuant to a certificate required by Section 4.01(h) or another certificate provided to the Administration Agent and the Lenders.

“Available Revolving Credit Commitment” means, as to any Revolving Lender, at any time of determination, an amount equal to such Revolving Lender’s Revolving Credit Commitment at such time minus such Revolving Lender’s Revolving Credit Exposure at such time.

“Base Amount” has the meaning assigned to such term in Section 6.17.

“Base Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its base rate in effect at its principal office in New York City (the Base Rate not being intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors). Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

“Board” means the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

“Borrower” has the meaning ascribed to such term in the preamble to this Agreement.

“Borrowing” means a Loan or group of Loans of the same Class and Type made (including through a conversion or continuation) on a single date and as to which a single Interest Period is in effect.

“Borrowing Date” means any Business Day specified in a notice pursuant to Section 2.02 as a date on which any Borrower requests Loans to be made hereunder.

“Borrowing Request” has the meaning assigned to such term in Section 2.02(a).

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close; provided that when used in connection with a Eurodollar Loan, “Business Day” also shall exclude any day on which dealings in foreign currencies and exchange between banks may not be carried on in London, England.

-3-

“Capital Expenditures” means, for any period and with respect to any Person, any and all expenditures made by Borrower or any of its Subsidiaries in such period for assets added to or reflected in its property, plant and equipment accounts or other similar capital asset accounts or comparable items or any other capital expenditures that are, or should be, set forth as “additions to plant, property and equipment” on the consolidated financial statements of Borrower prepared in accordance with GAAP, whether such asset is purchased for cash or financed as an account payable or by the incurrence of Indebtedness, accrued as a liability or otherwise.

“Capital Lease Obligations” means all monetary or financial obligations of Borrower and its Subsidiaries under any leasing or similar arrangement conveying the right to use real or personal property, or a combination thereof, which, in accordance with GAAP, would or should be classified and accounted for as capital leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date on which such lease may be terminated by the lessee without payment of a penalty.

“Cash Interest Expense” means, for any period and with respect to any Person, Consolidated Interest Expense of such Person for such period, less the sum of (a) interest on any Indebtedness paid by the increase in the principal amount or accreted value of such Indebtedness including by issuance of additional debt of such kind, (b) items described in clause (iii) or, other than to the extent paid in cash, clause (vii) of the definition of “Consolidated Interest Expense” and (c) gross interest income of such Person and its Subsidiaries for such period.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System list promulgated by the U.S. Environmental Protection Agency pursuant to CERCLA.

“CGMI” has the meaning assigned to such term in the preamble to this Agreement.

“Change in Control” means (a) Parent shall fail to own, directly or indirectly, 100% of the Equity Interests of Borrower, (b) a change of control under any agreement or instrument governing any Material Indebtedness, (c) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock of Parent representing more than 30% of the total voting power of all outstanding Voting Stock of Parent or (d) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors

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of Parent (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of Parent, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Parent. For purposes of this definition, a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Charges” has the meaning assigned to such term in Section 9.09.

“Citibank” means Citibank, N.A., a national banking association.

“Class” when used in reference to any LC Facility Deposit, Loan or Borrowing, refers to whether such LC Facility Deposit, Loan, or the Loans comprising such Borrowing, are LC Facility Deposits, Revolving Loans, Term Loans or Swingline Loans and when used in reference to any Commitment refers to whether such Commitment is a Revolving Credit Commitment or Term Commitment, and when used in reference to any Lender, refers to whether such Lender is a Revolving Lender, a Term Lender or an LC Facility Lender.

“Closing Certificate” means a certificate substantially in the form of Exhibit F.

“Closing Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.08).

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means any and all “Collateral,” “Mortgaged Property,” “Pledged Securities” or “Trust Property,” as defined in any applicable Security Document and all other property of whatever kind and nature pledged as collateral under any Security Document.

“Collateral Account” means the collateral account or sub-account established and maintained by the Collateral Agent in its name as Collateral Agent for the benefit of the Secured Parties, in accordance with the provisions of the Security Agreement.

“Collateral Agent” means Citicorp North America, Inc., in its capacity as collateral agent for the Secured Parties under the Security Documents.

“Commitment” means, with respect to any Lender, such Lender’s Term Commitment or Revolving Credit Commitment or any combination thereof (as the context requires).

“Commitment Fee” has the meaning assigned to such term in Section 2.10(a).

“Commitment Fee Average Daily Amount” has the meaning assigned to such term in Section 2.10(a).

“Commitment Fee Percentage” means 0.50% per annum.

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“Commitment Percentage” means (i) with respect to any Revolving Lender, the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment; provided, however, that if the Revolving Credit Commitments have terminated or expired, the Commitment Percentage with respect to any Revolving Lender shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments and (ii) with respect to any LC Facility Lender, the percentage of the Total LC Facility Deposits represented by the LC Facility Deposit made by such LC Facility Lender.

“Communications” has the meaning assigned to such term in Section 9.17(a).

“Competitor” means any Person identified on Schedule 1.01 or by Borrower to the Administrative Agent in writing as (i) a Person that is engaged in the provision of emergency and non-emergency medical transportation, fire protection and other safety services, or (ii) an Affiliate of any Person described in clause (i).

“Consolidated Current Assets” means, with respect to any Person as at any date of determination, the total assets of such Person and its Subsidiaries which should properly be classified as current assets on a consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Consolidated Current Liabilities” means, with respect to any Person as at any date of determination, the total liabilities of such Person and its Subsidiaries which should properly be classified as current liabilities on a consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Consolidated EBITDA” means, for any period and with respect to any Person, Consolidated Net Income of such Person and its Subsidiaries for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense of such Person and its Subsidiaries for such period, (ii) consolidated income tax expense of such Person and its Subsidiaries for such period, (iii) all amounts properly attributable to depreciation and amortization of such Person and its Subsidiaries for such period, and (iv) any non-cash deductions made in determining Consolidated Net Income of such Person and its Subsidiaries for such period (other than any deductions which require or represent the accrual of a reserve for the payment of cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period), minus (b) without duplication and to the extent included in determining such Consolidated Net Income of such Person and its Subsidiaries, any non-cash additions to Consolidated Net Income of such Person and its Subsidiaries for such period, minus (c) without duplication and to the extent included in determining such Consolidated Net Income of such Person and its Subsidiaries, any extraordinary non-cash gains (or plus extraordinary non-cash losses) for such period and any gains (or plus losses) realized in connection with any Asset Sale of such Person and its Subsidiaries during such period, all determined on a consolidated basis in accordance with GAAP. Borrower’s Consolidated EBITDA for the Fiscal Quarters ended June 30, September 30 and December 31, 2004, without giving effect to the next paragraph for any Permitted Acquisition or Asset Sale consummated after the Closing Date, are agreed to be $11.2 million, $14.9 million and $13.6 million, respectively.

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Other than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted Acquisition and Asset Sales (other than any dispositions in the ordinary course of business) consummated at any time on or after the first day of the relevant period for which Consolidated EBITDA is being measured thereof as if each such Permitted Acquisition had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period.

“Consolidated EBITDAR” means, for any period and with respect to any Person, Consolidated EBITDA of such Person and its Subsidiaries for such period plus Consolidated Net Rental and Operating Lease Expense of such Person and its Subsidiaries for such period. Borrower’s Consolidated EBITDAR for the Fiscal Quarters ended June 30, September 30 and December 31, 2004, without giving effect to the next paragraph for any Permitted Acquisition or Asset Sale consummated after the Closing Date, are agreed to be $14.1 million, $18.0 million and $16.4 million, respectively.

Consolidated EBITDAR shall be calculated on a Pro Forma Basis to give effect to any Permitted Acquisition and Asset Sales (other than any dispositions in the ordinary course of business) consummated at any time on or after the first day of the relevant period for which Consolidated EBITDAR is being measured thereof as if each such Permitted Acquisition had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period.

“Consolidated Interest Expense” means, for any period and with respect to any Person, the total consolidated interest expense of such Person and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication (i) imputed interest on Capital Lease Obligations of such Person and its Subsidiaries for such period; (ii) commissions, discounts and other fees and charges owed by such Person or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period; (iii) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by such Person or any of its Subsidiaries for such period incurred in connection with Indebtedness (other than the write-off of deferred financing charges as a result of the Refinancing and the amortization of deferred financing charges arising from the Refinancing); (iv) cash contributions to any employee stock ownership plan or similar trust made by such Person or any of its Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than such Person or a wholly owned Subsidiary of such Person) in connection with Indebtedness incurred by such plan or trust for such period; (v) all interest paid or payable with respect to discontinued operations of such Person or any of its Subsidiaries for such period; (vi) the interest portion of any deferred payment obligations of such Person or any of its Subsidiaries for such period; and (vii) all interest on any Indebtedness of such Person or any of its Subsidiaries of the type described in clause (f) or (g) of the definition of “Indebtedness” for such period, to the extent actually paid by such Person or any of its Subsidiaries; provided that Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements and Non-Interest Rate Hedging Agreements (including associated costs), but excluding unrealized gains and losses with respect to Hedging Agreements and Non-Interest Rate Hedging Agreements.

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Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant period in connection with any Permitted Acquisitions and Asset Sales (other than any dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishment had been effected on the first day of such period.

“Consolidated Net Income” means, for any period and for any Person, the net income or loss of such Person and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that (A) there shall be excluded for any such Person therefrom (i) the income or loss of any Person (other than consolidated Subsidiaries of such Person) in which any other Person (other than such Person or any of its Subsidiaries) has an interest, except to the extent of the amount of dividends or other distributions actually paid to such Person or any of its Subsidiaries by such Person during such period, (ii) the cumulative effect of a change in accounting principles during such period, (iii) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with such Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries, (iv) gains and losses from the early extinguishment of Indebtedness and (v) the income or loss of businesses classified as discontinued operations of such Person or any of its Subsidiaries as of December 31, 2004 and (B) Consolidated Net Income of Borrower shall be reduced by any Dividends pursuant to Section 6.06(ii).

“Consolidated Net Rental and Operating Lease Expense” means, for any period and with respect to any Person, the gross rental and operating lease expense of such Person and its Subsidiaries less rental or operating lease income of Borrower and its Subsidiaries, all determined for such period on a consolidated basis in accordance with GAAP.

“Contingent Lease Agreements” means agreements that permit a Governmental Authority to lease or purchase existing inventory and equipment used in connection with emergency service contracts between Borrower or any Subsidiary and such Governmental Authority upon the early termination of such contracts for a period not to exceed twelve (12) months after such termination; provided that any such contingent lease agreement shall (i) have a lease price equal to the fair market value of the assets so leased, (ii) have fair and reasonable terms no less favorable than Borrower or such Subsidiary would obtain in a comparable arm’s length transaction and (iii) be in form and substance reasonably satisfactory to the Administrative Agent.

“Contribution” has the meaning assigned to such term in Section 4.01(e).

“Contribution Agreement” means the Contribution Agreement to be dated as of March 4, 2005 between Borrower and Parent effecting the Contribution.

“Cost Amount” has the meaning assigned to such term in Section 2.21(b).

“Credit Event” has the meaning assigned to such term in Section 4.02.

“Credit-Linked Deposit Account” means the account established by the Administrative Agent under its sole and exclusive control maintained at the office of Citibank, New York Branch or another branch of Citibank designated as the “Rural/Metro Credit-Linked Deposit Account”, which shall be used solely to hold LC Facility Deposits.

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“Debt Incurrence” means the incurrence of any Indebtedness (including debt securities which are convertible into, or exchangeable or exercisable for, any Equity Interest or Equity Rights), other than any issuance of Indebtedness permitted by Section 6.01(a).

“Debt Service” means, for any period, Cash Interest Expense of Borrower for such period plus scheduled principal amortization of all Indebtedness of Borrower or any of its Subsidiaries for such period.

“Default” means any Event of Default and any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“Destruction” means any and all damage to, or loss or destruction of, or loss of title to, all or any portion of the Property of Parent or any of its Subsidiaries.

“Disqualified Capital Stock” means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Term Loan Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the first anniversary of the Term Loan Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Term Loan Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

“Distribution Date” means each date fixed by the Collateral Agent for the distribution to Secured Parties of funds held in a Collateral Account.

“Dividend” with respect to any Person means that such Person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of Property (other than Qualified Capital Stock of such Person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any Equity Rights), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such Person outstanding (or any Equity Rights). Without limiting the foregoing, “Dividends” with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

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“Domestic Subsidiary” means any Subsidiary of Borrower that is not a Foreign Subsidiary (other than a Foreign Subsidiary that (x) is a direct Subsidiary of Borrower or a Domestic Subsidiary and (y) is a disregarded entity for U.S. Federal income tax purposes).

“Eligible Assignee” means (a) if the assignment does not include assignment of a Revolving Commitment, (i) any Lender, (ii) any Affiliate of a Lender, (iii) an Approved Fund and (iv) any other Person approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (b) if the assignment includes assignment of a Revolving Commitment, (i) any Revolving Lender, (ii) an Affiliate of any Revolving Lender, (iii) an Approved Fund of a Revolving Lender and (iv) any other Person approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and Borrower (each such approval not to be unreasonably withheld or delayed); provided that (x) no approval of Borrower shall be required during the continuance of a Default or prior to the completion of the primary syndication of the credit facilities provided for herein (as determined by the Joint Lead Arrangers), (y) ”Eligible Assignee” shall not include Borrower or any of its Affiliates or Subsidiaries, any natural Person or any Competitor and (z) if the assignment includes assignment of an LC Facility Participation, approval of the LC Facility Issuing Bank shall also be required (such approval not to be unreasonably withheld or delayed).

“Embargoed Person” has the meaning assigned to such term in Section 6.19.

“Environment” means ambient air, surface water and groundwater (including potable water and navigable water), the land surface or subsurface strata and natural resources such as flora and fauna.

“Environmental Claim” means any notice of violation, claim, demand, order, directive, cost recovery action or other cause of action or written allegation or accusation by, or on behalf of, any Governmental Authority or any other Person for damages, injunctive or equitable relief, personal injury (including sickness, disease or death), costs, liabilities, tangible or intangible property damage, natural resource damages, nuisance, pollution, any adverse effect on the Environment caused by any Hazardous Material, or for fines, penalties or restrictions, resulting from or based upon: (a) the existence, or the continuation of the existence, of a Release (including sudden or non-sudden, accidental or non-accidental Releases) or threatened Release; (b) exposure to any Hazardous Material; (c) the presence, use, generation, handling, transportation, storage, treatment or disposal of any Hazardous Material; or (d) the violation or alleged violation of any Environmental Law or Environmental Permit.

“Environmental Laws” means any and all applicable laws (including common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or binding agreements or treaties issued, promulgated or entered into by any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural resources, the management, Release or threatened Release of, or exposure to, any Hazardous Material or to health and safety matters related to the Environment.

“Environmental Liability” means any liability, contingent or otherwise (including, but not limited to, any liability for damages, natural resource damage, costs of environmental investigation, remediation and monitoring, administrative oversight costs, fines, penalties or indemnities),

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of the Parent or any of its Subsidiaries resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials or (d) the Release or threatened Release of any Hazardous Materials into the Environment.

“Environmental Permit” means any permit, approval, authorization, certificate, license, variance, filing or permission required by or from any Governmental Authority pursuant to any Environmental Law.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

“Equity Issuance” means, without duplication, (i) any issuance or sale by Parent after the Closing Date of any Equity Interests in Parent (including any Equity Interests issued upon exercise of any warrant or option) or any Equity Rights or (ii) any contribution to the capital of Parent; provided, however, that an Equity Issuance shall not include (x) any Preferred Stock Issuance or Debt Incurrence or (y) any such sale or issuance by Parent of not more than an aggregate amount of 5.0% of its Equity Interests (including its Equity Interests issued upon exercise of any Equity Right or Equity Rights but excluding Disqualified Capital Stock), in each case, to directors, officers or employees of Parent or any of its Subsidiaries.

“Equity Rights” means all securities convertible or exchangeable for Equity Interests and all warrants, options or other rights to purchase or subscribe for any Equity Interests, whether or not presently convertible, exchangeable or exercisable.

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Entity” means any member of an ERISA Group.

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Pension Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the existence with respect to any Pension Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) the incurrence by any ERISA Entity of any liability under Title IV of ERISA (other than PBGC premiums payable in the ordinary course) with respect to any Pension Plan; (e) the receipt by any ERISA Entity from the PBGC of, any notice relating to an intention to terminate any Pension Plan, or to appoint a trustee to administer any Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the incurrence by any ERISA Entity of any liability under Title IV of ERISA with respect to the withdrawal or partial withdrawal from any Pension Plan or

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Multiemployer Plan; (g) the receipt by an ERISA Entity of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Pension Plan subject thereto; (i) the making of any amendment to any Pension Plan which could result in the imposition of a lien or the posting of a bond or other security; or (j) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to Parent or any of its Subsidiaries.

“ERISA Group” means Parent, its Subsidiaries and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with a Loan Party or any Subsidiary of any Loan Party, are treated as a single employer under Section 414(b) or (c) of the Code.

“Eurodollar Borrowing” means a Borrowing comprised of Eurodollar Loans.

“Eurodollar Loan” means any Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” means, for any Excess Cash Flow Period, Consolidated EBITDA of Borrower for such Excess Cash Flow Period, minus, without duplication:

(a) Debt Service for such Excess Cash Flow Period;

(b) Capital Expenditures during such Excess Cash Flow Period (excluding Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following clause (c) was previously delivered) that are paid in cash;

(c) Capital Expenditures that Borrower or any of its Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make but that are not made during such Excess Cash Flow Period; provided that Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Excess Cash Flow Period, signed by a Financial Officer of Borrower and certifying that such Capital Expenditures will be made in the following Excess Cash Flow Period;

(d) the aggregate amount of investments made in cash during such Excess Cash Flow Period pursuant to Section 6.04(ix), (x) and (xi);

(e) taxes of Borrower and its Subsidiaries that were paid in cash during such Excess Cash Flow Period or will be paid within six months after the end of such Excess Cash Flow Period and for which reserves have been established;

(f) Permitted Tax Distributions that are paid during such Excess Cash Flow Period or will be paid within six months after the close of such Excess Cash Flow Period;

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(g) the absolute value of the difference, if negative, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(h) losses excluded from the calculation of Consolidated EBITDA by operation of clause (c) of the definition thereof that are paid in cash during such Excess Cash Flow Period; and

(i) to the extent added to determine Consolidated EBITDA, all items that did not result from a cash payment to Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period;

provided that any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period; plus, without duplication:

(1) the difference, if positive, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(2) all proceeds received during such Excess Cash Flow Period of any Indebtedness to the extent used to finance any Capital Expenditure (other than Indebtedness under this Agreement to the extent there is no corresponding deduction to Excess Cash Flow above in respect of the use of such borrowings);

(3) to the extent any Capital Expenditures referred to in clause (d) above do not occur in the Excess Cash Flow Period specified in the certificate of Borrower provided pursuant to clause (d) above, such amounts of Capital Expenditures that were not so made in the Excess Cash Flow Period specified in such certificates;

(4) any return on or in respect of investments received in cash during such Excess Cash Flow Period, which investments were made pursuant to Section 6.04(ix), (x) or (xi);

(5) income or gain excluded from the calculation of Consolidated EBITDA by operation of clause (c) of the definition thereof that is realized in cash during such Excess Cash Flow Period (except to the extent such gain is subject to reinvestment or repayment pursuant to Section 2.05(c)(ii) or (iii)); and

(6) to the extent subtracted in determining Consolidated EBITDA, all items that did not result from a cash payment by Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period.

“Excess Cash Flow Period” means each Fiscal Year of Borrower beginning with the Fiscal Year ending June 30, 2006.

“Excess LC Facility Deposits” means, at any time, the excess, if any, of the Total LC Facility Deposit over the LC Facility LC Exposure at such time.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means any taxes imposed on or measured by the recipient’s net income (including branch profits taxes or any franchise taxes imposed in lieu of a net income tax) by a jurisdiction as a result of a present or former connection between such recipient and such jurisdiction (other than a connection arising solely by virtue of the transactions contemplated by the Loan Documents) and any liability for interest and penalties arising with respect to such taxes.

“Executive Order” has the meaning assigned to such term in Section 3.22(a).

“Existing Credit Facility” means the Second Amended and Restated Credit Agreement dated September 30, 2002, as amended through the date hereof, among Parent, the guarantors party thereto, the lenders party thereto and Wachovia Bank National Association, as agent for the lenders.

“Existing Notes” means Parent’s 7 ⁷/8% Senior Notes due March 2008.

“Federal Funds Rate” means, for any day, the weighted average of the rates (rounded upwards, if necessary, to the nearest 1/100th of 1%) on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate for such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means the Fee Letter dated February 2, 2005 among the Administrative Agent, CGMI, JPMorgan Chase Bank, N.A., JPMSI and Borrower, as amended and restated from time to time.

“Fees” means the Commitment Fees, the fees pursuant to Section 2.10(b), the Agent Fees and the Cost Amount.

“Financial Covenants” means those covenants and agreements of the Loan Parties set forth in Sections 6.14 through 6.17, inclusive.

“Financial Officer” of any corporation, partnership or other entity means the chief financial officer, the principal accounting officer, Treasurer or Controller of such corporation, partnership or other entity.

“Financing Transactions” means, collectively, the execution and delivery by each Loan Party of each of the Loan Documents, the Borrowing of the Term Loans and Revolving Loans, the making of the LC Facility Deposits hereunder, the issuance of the LC Facility Letters of Credit, the issuance of the Parent Notes and the issuance of the Senior Subordinated Notes, in each case on the Closing Date.

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“Fiscal Quarter” means any quarter of a Fiscal Year.

“Fiscal Year” means any period of twelve consecutive calendar months ending on June 30. As an example, references to “2005 Fiscal Year” mean the Fiscal Year ending on June 30, 2005.

“Fixed Charge Coverage Ratio” means, for any Test Period, the ratio of (x) Consolidated EBITDAR of Borrower and its Subsidiaries to (y) Fixed Charges of Borrower and its Subsidiaries, in each case, for such Test Period.

“Fixed Charges” means for any period and for any Person, the sum, without duplication of:

(a) Cash Interest Expense for such period;

(b) the aggregate amount of Capital Expenditures for such period;

(c) all cash payments in respect of income taxes and Permitted Tax Distributions made during such period (net of any cash refund in respect of income taxes actually received during such period);

(d) the amount of all principal payments on all Indebtedness (including the principal component of all Capital Lease Obligations but excluding such payments on Indebtedness incurred to finance Capital Expenditures included in clause (b) above in such period or any prior period) of such Person and its Subsidiaries for such period;

(e) Consolidated Net Rental and Operating Lease Expense of such Person and its Subsidiaries for such period; and

(f) dividends to Parent pursuant to Section 6.06(iv).

“Foreign Subsidiary” means any Subsidiary that is or becomes organized under the laws of a Non-U.S. Jurisdiction.

“Fund” means any Person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means, subject to Section 1.03, generally accepted accounting principles in the United States applied on a consistent basis.

“Governmental Authority” means any federal, state, provincial, territorial, local or foreign government, court or governmental agency, authority, branch, instrumentality or regulatory body, including any central bank or taxing authority.

“Governmental Real Property Disclosure Requirements” means any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification,

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registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“Government Reimbursement Programs” has the meaning assigned to such term in Section 3.05.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof (including pursuant to a “synthetic lease”), (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of the obligation under any Guarantee shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made (including principal, interest and fees) and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of the obligation under such Guarantee shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the guarantor in good faith; irrespective, in any such case, of any amount thereof that would, in accordance with GAAP, be required to be reflected on a balance sheet of such Person.

“Guarantee Agreement” means the Guarantee Agreement, substantially in the form of Exhibit G, made by the Guarantors in favor of the Administrative Agent.

“Guarantors” means Parent and the Subsidiary Loan Parties.

“Hazardous Materials” means all pollutants, contaminants, wastes, substances, chemicals, materials and constituents, including without limitation, crude oil, petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls (“PCBs”) or PCB-containing materials or equipment of any nature, which can give rise to liability under, or are regulated pursuant to, any Environmental Law.

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“Hedging Agreement” means any interest rate protection agreement or other interest hedging arrangement designed to alter the risks of any Person arising from fluctuations in interest rates.

“Hedging Exchanger,” with respect to any Hedging Agreement, means any entity which was a Lender or an Affiliate of a Lender at the time it entered into such Hedging Agreement; provided such Person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such Person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 9.05 and 9.15.

“Impermissible Qualification” means, relative to the opinion or certification of any independent public accountant as to any financial statement of Borrower, any qualification or exception to such opinion or certification:

(a) which is of a “going concern” or similar nature; or

(b) which relates to the limited scope of examination of matters relevant to such financial statement.

“Increased Amount Date” has the meaning assigned thereto in Section 2.22(a).

“Increased Cost Lender” has the meaning assigned thereto in Section 2.20.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid (excluding obligations to pay salary or benefits under deferred compensation or other benefit programs), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness (excluding prepaid interest thereon) of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, surety bonds and performance bonds, whether or not matured. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is directly liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” has the meaning assigned to such term in Section 2.16(a).

“Indemnitee” has the meaning assigned to such term in Section 9.05(b).

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“Information Memorandum” means the Confidential Information Memorandum dated February 11, 2005 relating to the credit facilities provided hereby.

“Installment Payment Date” has the meaning assigned to such term in Section 2.05(d).

“Intercompany Management Services Agreement” means the Management Agreement dated on or about the Closing Date by and among Parent and Borrower, as in effect on the Closing Date, in form and substance satisfactory to the Administrative Agent.

“Interest Expense Coverage Ratio” means, for any Test Period, the ratio of (a) Consolidated EBITDA of Borrower and its Subsidiaries to (b) Consolidated Interest Expense of Borrower and its Subsidiaries, in each case for such Test Period.

“Interest Payment Date” means (a) with respect to any ABR Loan (including Swingline Loans), the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Revolving Loan or Swingline Loan, the Revolving Maturity Date or such earlier date on which the Revolving Commitments are terminated and (d) with respect to any Term Loan, the Term Loan Maturity Date.

“Interest Period” means (I) with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if each affected Lender so agrees, nine or twelve months) thereafter, as Borrower may elect; and (II) with respect to the investment of the LC Facility Deposits, (x) initially (subject to Section 2.21(b)), the period commencing on the Closing Date and ending on the first Business Day of the calendar month next succeeding the month in which the Closing Date occurs and (ii) thereafter, the period commencing on the first Business Day of each calendar month and ending on the first Business Day of the next succeeding calendar month (or, in the case of the final Interest Period, ending on the LC Facility Maturity Date); provided, in either case, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no Interest Period may end later than the Revolving Credit Maturity Date, the Term Loan Maturity Date or the LC Facility Maturity Date, as applicable. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“Investment” has the meaning assigned to such term in Section 6.04.

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“Issuing Bank” means Citibank, N.A., in its capacity as an issuer of Revolving Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i)(i), and any other Revolving Lender approved by the Administrative Agent and Borrower (such approval not to be unreasonably withheld). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Joint Lead Arrangers” has the meaning assigned to such term in the preamble hereto.

“Joint Venture” means any Person engaged in a Permitted Business in which Borrower or one or more Subsidiaries hold Equity Interests representing at least 20%, but not more than 50%, of the total outstanding Equity Interests of such Person, including San Diego Medical Services Enterprise L.L.C.

“JPMCB” has the meaning assigned to such term in the preamble to this Agreement.

“JPMSI” has the meaning assigned to such term in the preamble to this Agreement.

“LC Disbursement” means a Revolving LC Disbursement or an LC Facility LC Disbursement.

“LC Facility Availability Period” means the period from and including the Closing Date to but excluding the earliest of (i) five Business Days prior to the LC Facility Maturity Date and (ii) the date on which all of the LC Facility Deposits are returned to the LC Facility Lenders.

“LC Facility Deposits” means the cash deposits made by the LC Facility Lenders pursuant to Section 2.01(a)(iii) (and Section 2.22, as applicable), as such deposits may be reduced from time to time pursuant to Section 2.11. The initial aggregate amount of the LC Facility Deposits is $35,000,000.

“LC Facility Issuing Bank” has the meaning assigned to such term in the preamble to this Agreement.

“LC Facility LC Disbursement” means any payment made by the LC Facility Issuing Bank pursuant to an LC Facility Letter of Credit.

“LC Facility LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of the outstanding LC Facility Letters of Credit at such time plus (b) the aggregate amount of all LC Facility LC Disbursements that have not yet been reimbursed by or on behalf of Borrower at such time. The LC Facility LC Exposure of any LC Facility Lender at any time shall be its Commitment Percentage of the total LC Facility LC Exposure at such time.

“LC Facility LC Fees” has the meaning assigned to such term in Section 2.10(c).

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“LC Facility Lender” means a Lender having an LC Facility Participation.

“LC Facility Letter of Credit” means, at any time, a Letter of Credit issued by the LC Facility Issuing Bank pursuant to Section 2.06(a)(i).

“LC Facility Maturity Date” means the sixth anniversary of the Closing Date.

“LC Facility Participations” means the obligations and agreements of the LC Facility Lenders under Section 2.06(d)(ii). The amount of the LC Facility Participation of each LC Facility Lender shall be as set forth on Schedule 2.01, as such amount may be (a) reduced from time to time pursuant to Section 2.11 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of the LC Facility Participations shall at all times equal the aggregate amount of the LC Facility Deposits.

“Lenders” means (a) the financial institutions listed on Schedule 2.01 and (b) any financial institution that has become a party hereto pursuant to an Assignment and Acceptance, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Acceptance. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.

“Letter of Credit” means any Revolving Letter of Credit or any LC Facility Letter of Credit.

“LIBO Rate” means, for any Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, on the day that is two Business Days prior to the commencement of such Interest Period (the “Quotation Date”), as the rate for Dollar deposits of $5.0 million, with a maturity comparable to the applicable Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Interest Period shall be the rate at which Dollar deposits for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market approximately 11:00 a.m., London time on the Quotation Date.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, deed to secure debt, lien, pledge, encumbrance, charge, assignment, hypothec, hypothecation, security interest or encumbrance of any kind or any arrangement to provide preference in or on such asset, including any easement, right of way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset (or any financing lease having substantially the same economic effect as any of the foregoing), (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities, (d) in the case of any investment property or deposit account, any contract or other agreement, express or implied, under which any Person has the right to control such investment property or deposit account and (e) any other agreement intended to create any of the foregoing.

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“Loan Documents” means this Agreement, the Guarantee Agreement, the Security Documents, if requested by a Lender pursuant to Section 2.07(e), each Note and, solely for purposes of Section 7.01(a), the Fee Letter.

“Loan Parties” means Parent, Borrower and the Subsidiary Loan Parties.

“Loan Party Information” has the meaning assigned to such term in Section 9.16.

“Loans” means the Revolving Loans, the Term Loans and the Swingline Loans.

“Material Adverse Effect” means any change, effect, event, occurrence or state of condition that has had or could reasonably be expected to have a material adverse effect on (i) the business, assets, operations, properties, condition (financial or otherwise), contingent liabilities, or material agreements of Parent and its Subsidiaries, taken as a whole, or Borrower and its Subsidiaries, taken as a whole, (ii) the ability of Borrower or any Guarantor to perform its obligations under the Loan Documents or (iii) the ability of the Administrative Agent and the Lenders to enforce the Loan Documents.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements or Non-Interest Rate Hedging Agreements, of any one or more of Parent or any of its Subsidiaries, individually or in an aggregate principal amount exceeding $5.0 million. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Parent or any such Subsidiary in respect of any Hedging Agreement or Non-Interest Rate Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting arrangements) that Parent or such Subsidiary would be required to pay if such Hedging Agreement or Non-Interest Rate Hedging Agreement were terminated at such time.

“Maximum Rate” has the meaning assigned to such term in Section 9.09.

“Medicaid Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. §§ 1396 et seq.) and any statutes succeeding thereto, (b) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (a) above and all federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (a) above, (c) all state statutes and plans for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above, and (d) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (c) above and all state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (c) above, in each case as may be amended or supplemented.

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“Medicare Regulations” means, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. §§ 1395 etseq.) and any statutes succeeding thereto; together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including, without limitation, Health and Human Services, its Office of the Inspector General, the Centers for Medicare & Medicaid Services, or any Person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law, as each may be amended or supplemented.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means an agreement, including, but not limited to a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document creating and evidencing a Lien on any Mortgaged Property to secure the Secured Obligations, including any amendment thereto. Each Mortgage shall be substantially in the form of Exhibit L or otherwise satisfactory in form and substance to the Collateral Agent, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

“Mortgaged Property” means, initially, each parcel of Real Property identified as Mortgaged Property on Schedule 3.11(b), and each other parcel of Real Property with respect to which a Mortgage is subsequently granted pursuant to Section 5.11, 5.12 or 5.15.

“Motor Vehicles” means all owned ambulances, alternative transportation vehicles, fire vehicles, trucks, trailers, tractors, service vehicles, automobiles and other registered vehicles of the Loan Parties.

“Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA (i) to which any ERISA Entity is then making or has an obligation to make contributions, (ii) to which any ERISA Entity has within the preceding five plan years made contributions, including any Person which ceased to be an ERISA Entity during such five year period, or (iii) as to which any ERISA Entity may have liability.

“Net Proceeds” means

(a) with respect to any Asset Sale (other than any issuance or sale of Equity Interests), the cash proceeds received by Parent or any of its Subsidiaries (including cash proceeds subsequently received (as and when received by Parent or any of its Subsidiaries) in respect of non-cash consideration initially received) net of (i) selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and Borrower’s good faith estimate of income taxes paid or payable in connection with such sale); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Parent or any of its Subsidiaries associated with the properties sold in such Asset Sale (provided

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that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds); (iii) Borrower’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within 90 days of such Asset Sale (provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 90 days of such Asset Sale, such cash proceeds shall constitute Net Proceeds); and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such properties);

(b) with respect to any Debt Incurrence, any Preferred Stock Issuance, any Equity Issuance or any other issuance or sale of Equity Interests by Parent or any of its Subsidiaries, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses incurred in connection therewith; and

(c) with respect to any Destruction or Taking, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Destruction or Taking.

“Net Working Capital” means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

“New LC Facility Deposits” has the meaning assigned thereto in Section 2.22.

“New LC Facility Lender” has the meaning assigned thereto in Section 2.22.

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.08(e).

“Non-Interest Rate Hedging Agreement” means any foreign currency exchange agreement, commodity price protection agreement or other currency exchange rate or commodity price hedging arrangement and all other similar agreements or arrangements relating to currency values or commodity prices.

“Non-U.S. Jurisdiction” means each jurisdiction of organization of a Subsidiary of Borrower other than the United States (or any State thereof) or the District of Columbia.

“Non-U.S. Lender” has the meaning assigned to such term in Section 2.16(d)(i).

“Non-U.S. Pledge Agreements” means one or more pledge agreements in form and substance reasonably satisfactory to the Collateral Agent covering (i) 100% of the Equity Interests owned by a Loan Party in any Foreign Subsidiary that (x) is a direct Subsidiary of Borrower or a Domestic Subsidiary and (y) is a disregarded entity for U.S. federal income tax purposes and (ii) 65% of the Equity Interests owned by a Loan Party in any Foreign Subsidiary that is a direct Subsidiary of Borrower or a Domestic Subsidiary.

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“Note” means a note substantially in the form of Exhibit E-1, E-2 or E-3.

“Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, winding-up, arrangement, or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans or LC Disbursements made pursuant to Letters of Credit and all Fees and other obligations and liabilities of Borrower to any Agent, the Joint Lead Arrangers, the Syndication Agent, any Issuing Bank, the LC Facility Issuing Bank, any Lender or any other Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other document made, delivered or given in connection herewith.

“Officers’ Certificate” means a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive officer or the president and one of the Financial Officers, each in his or her official (and not individual) capacity.

“Organic Document” means (i) relative to each Person that is a corporation, its charter, articles of incorporation, amalgamation or amendment, as applicable, its by-laws or other constitutional document and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock, (ii) relative to each Person that is a partnership, its partnership agreement and any other similar arrangements applicable to any partnership or other equity interests in the Person and (iii) relative to any Person that is any other type of legal entity, such documents as shall be comparable to the foregoing.

“Other Taxes” has the meaning assigned to such term in Section 2.16(b).

“Parent” means Rural/Metro Corporation, a Delaware corporation.

“Parent Note Agreement” means any indenture, note purchase agreement or other agreement pursuant to which the Parent Notes are issued as in effect on the date hereof and thereafter amended from time to time subject to the requirements of this Agreement.

“Parent Note Documents” means the Parent Notes, the Parent Note Agreement and all other documents executed and delivered with respect to the Parent Notes.

“Parent Notes” means $93.5 million aggregate principal amount at maturity (approximately $50.2 million aggregate gross proceeds) of Parent’s 12 ³/4% Discount Notes due 2016 and any registered notes issued by Parent in exchange for, and as contemplated by, such notes with substantially identical terms as such notes.

“Participant” has the meaning assigned to such term in Section 9.04(d).

“PBGC” means the United States Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means a “pension plan,” as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which

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any ERISA Entity may have liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Perfection Certificate” means, a certificate in the form of Annex I to the Security Agreement or any other form approved by the Collateral Agent.

“Permitted Acquisition” means any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any Person, or of any business or division of any Person; (b) acquisition of more than 50% of the Equity Interests of any Person, and otherwise causing such Person to become a Subsidiary of such Person; or (c) merger or consolidation or any other combination with any Person, if each of the following conditions is met:

(1) no Default then exists or would result therefrom;

(2) after giving effect to such transaction on a Pro Forma Basis, Borrower shall be in compliance with the Financial Covenants as of the end of the Fiscal Quarter most recently ended prior to the date of such acquisition (assuming, for purposes of such sections, that such transaction, and all other Permitted Acquisitions consummated since the first day of the Test Period for each of the Financial Covenants ending on or prior to the date of such transaction, had occurred on the first day of such Test Period);

(3) the Person or business to be acquired shall be, or shall be engaged in, a Permitted Business;

(4) at least 10 Business Days prior to the proposed date of consummation of the transaction, Borrower shall have delivered to the Administrative Agent an Officers’ Certificate certifying that such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance), and such additional information that the Administrative Agent may reasonably request; and

(5) the amount of the acquisition consideration for any Permitted Acquisition shall not exceed $5.0 million and the aggregate amount of the acquisition consideration for all Permitted Acquisitions since the Closing Date shall not exceed $20.0 million.

“Permitted Businesses” mean those businesses in which Borrower and its Subsidiaries are engaged on the Closing Date as described in the Information Memorandum (or, in the good faith judgment of the Board of Directors of Borrower, which are reasonably related thereto or are reasonable extensions thereof).

“Permitted Investments” means:

(1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof;

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(2) marketable direct obligations issued by any State of the United States of America or any political subdivision of any such State or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

(3) commercial paper maturing no more than one year from the date of creation thereof and having a rating of at least A-1 from S&P or at least P-1 from Moody’s;

(4) (x) time deposits, demand deposits, certificates of deposit, Eurodollar time deposits or bankers’ acceptances, in each case, maturing within one year from the date of acquisition thereof or (y) overnight bank deposits, in each case, issued by (i) any bank organized under the laws of the United States of America or any State thereof or the District of Columbia having at the date of acquisition thereof combined capital and surplus of not less than $500.0 million or (ii) any bank organized under the laws of any member state of the European Union, as of the date hereof, or Switzerland having combined capital and surplus in excess of the applicable foreign currency equivalent of $500.0 million;

(5) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and

(6) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

“Permitted Joint Venture” means any joint venture or other business enterprise entered into between Borrower or a Loan Party and a county, city, municipality, fire district, other governmental entity (or agency thereof) or health services business in the United States for the purpose of engaging in a Permitted Business and approved by a majority of the disinterested members of the Board of Directors of Parent.

“Permitted Lien” has the meaning assigned to such term in Section 6.02.

“Permitted Refinancing” means, with respect to any Indebtedness, any refinancing thereof; provided, however, that (i) any such refinancing Indebtedness shall (a) not be on financial and other terms that, taken as a whole, are more onerous in the aggregate than the Indebtedness being refinanced and shall not have defaults, rights or remedies, taken as a whole, more burdensome in the aggregate to the obligor than the Indebtedness being refinanced, (b) not have a final maturity or a Weighted Average Life to Maturity that is shorter than the Indebtedness being refinanced, (c) be at least as subordinate to the Obligations as the Indebtedness being refinanced (and unsecured if the refinanced Indebtedness is unsecured), and (d) be in principal amount that does not exceed the principal amount so refinanced, plus all accrued and unpaid interest thereon, plus the stated amount of any premium and other payments required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness being refinanced, plus in either case, the amount of reasonable expenses of Borrower or any of its Subsidiaries incurred

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in connection with such refinancing, and (ii) the sole obligors and/or guarantors on such refinancing Indebtedness shall be the obligors and/or guarantors on such Indebtedness being refinanced.

“Permitted Tax Distributions” means payments, dividends or distributions by Borrower to Parent in order to pay consolidated, combined or other federal, foreign, state or local taxes not payable directly by Borrower or any of its Subsidiaries to the extent such taxes are attributable to the income of Borrower and its Subsidiaries.

“Person” means any natural person, corporation, trust, joint venture, association, company, partnership, limited liability company or government, or any agency or political subdivision thereof.

“Platform” has the meaning assigned to such term in Section 9.17(b).

“Pledge Agreement” means the Pledge Agreement, substantially in the form of Exhibit H, among the Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

“Pledged Securities” has the meaning provided in the Pledge Agreement.

“Preferred Stock” means, with respect to any Person, any and all preferred or preference Equity Interests (however designated) of such Person whether or not outstanding or issued on the Closing Date.

“Preferred Stock Issuance” means the issuance or sale after the Closing Date by Parent or any of its Subsidiaries of any Preferred Stock that constitutes Disqualified Capital Stock (other than Preferred Stock issued to Borrower or any Subsidiary Loan Party).

“Prepayment Date” has the meaning assigned to such term in Section 2.05(f).

“Pro Forma Balance Sheets” has the meaning assigned to such term in Section 3.06(b).

“Pro Forma Basis” means on a basis in accordance with GAAP and Regulation S-X promulgated under the Securities Act of 1933 or otherwise reasonably satisfactory to the Administrative Agent.

“Projections” has the meaning assigned to such term in Section 3.06(c).

“Property” means any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal, immovable, movable or mixed and whether tangible or intangible and including Equity Interests or any other ownership interests of any Person.

“Qualified Capital Stock” of any Person means any Equity Interests of such Person that are not Disqualified Capital Stock

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“Real Property” means all right, title and interest of any Loan Party or any of its respective Subsidiaries in and to a parcel of real property or immovable property owned, leased (including, without limitation, any leasehold, mineral or other estate) or operated by any Loan Party or any of its respective Domestic Subsidiaries together with, in each case, all improvements and appurtenant fixtures, easements, hereditaments and other real property and rights incidental to the ownership, lease or operation thereof.

“Refinancing” means (i) the payment in full of all amounts outstanding under the Existing Credit Facility, the termination of all commitments thereunder and the termination, cash collateralization or support by a Letter of Credit of all letters of credit issued thereunder and (ii) the purchase and/or the call for redemption of the Existing Notes, the delivery of the purchase and/or redemption price therefor to the trustee for the Existing Notes and the discharge of the indenture governing the Existing Notes, all in accordance with the terms of the indenture governing the Existing Notes.

“Register” has the meaning assigned to such term in Section 9.04(c).

“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, trustees and advisors of such Person and such Person’s Affiliates.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Remedial Action” means (a) ”remedial action” as such term is defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required or voluntarily undertaken to: (i) clean up, remove, treat, abate, monitor or otherwise take corrective action to address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not migrate or endanger or threaten to endanger public health, welfare or the Environment; or (iii) perform studies and investigations in connection with, or as a precondition to, (i) or (ii) above.

“Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Requisite Class Lenders” means, at any time, (i) with respect to Revolving Lenders, Revolving Lenders having more than 50% of the aggregate Revolving Credit Commitments, or after the Revolving Credit Maturity Date, the Revolving Credit Exposure; (ii) with respect to LC Facility Lenders, LC Facility Lenders having more than 50% of the aggregate LC Facility Participations and (iii) with respect to Term Lenders, Term Lenders having more than 50% of the aggregate outstanding amount of all Term Loans.

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“Requisite Lenders” means, at any time, Lenders having more than 50% of the sum of (i) the aggregate Revolving Credit Commitments or, after the Revolving Credit Maturity Date, the Revolving Credit Exposure, (ii) the aggregate LC Facility Participations and (iii) the aggregate outstanding amount of all Term Loans.

“Revolving Credit Borrowing” means a Borrowing comprised of Revolving Loans.

“Revolving Credit Borrowing Request” means a Borrowing Request for a Revolving Credit Borrowing.

“Revolving Credit Commitment” means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and to acquire participations in Revolving Letters of Credit and Swingline Loans hereunder, expressed in each case as an amount representing the maximum principal amount of such Revolving Lender’s Revolving Credit Exposure hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The amount of each Revolving Lender’s Revolving Credit Commitment on the Closing Date is set forth on Schedule 2.01. The aggregate amount of the Revolving Lenders’ Revolving Credit Commitments as of the Closing Date is $20.0 million.

“Revolving Credit Commitment Period” means the period from but not including the Closing Date to but not including the Revolving Credit Maturity Date (or, for purposes of Section 2.06(a)(ii), five Business Days prior to such date) or any earlier date on which the Revolving Credit Commitments to make Revolving Loans pursuant to Section 2.01 shall terminate as provided herein.

“Revolving Credit Exposure” means with respect to any Revolving Lender at any time, the sum of (a) the aggregate principal amount at such time of all outstanding Revolving Loans of such Revolving Lender, plus (b) such Revolving Lender’s Revolving LC Exposure at such time, plus (c) such Revolving Lender’s Swingline Exposure at such time.

“Revolving Credit Maturity Date” means the fifth anniversary of the Closing Date.

“Revolving LC Disbursement” means a payment made by the Issuing Bank pursuant to a Revolving Letter of Credit.

“Revolving LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Revolving Letters of Credit at such time plus (b) the aggregate amount of all Revolving LC Disbursements that have not yet been reimbursed by or on behalf of Borrower at such time. The Revolving LC Exposure of any Revolving Lender at any time shall be its Commitment Percentage of the total Revolving LC Exposure at such time.

“Revolving LC Fees” has the meaning assigned to such term in Section 2.10(b).

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“Revolving Lender” means a Lender with a commitment to make Revolving Loans or with any Revolving Credit Exposure, in its capacity as such.

“Revolving Letter of Credit” means Letters of Credit issued pursuant to Section 2.06(a)(ii).

“Revolving Loans” means the loans made pursuant to Section 2.01(a)(ii).

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies.

“SEC” means the Securities and Exchange Commission.

“Section 2.16(d) Certificate” has the meaning assigned to such term in Section 2.16(d)(i).

“Secured Obligations” means (i) the Obligations, (ii) all obligations in respect of overdrafts and related liabilities owed to any Lender, any Affiliate of a Lender or any Agent arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds, and (iii) all obligations under any Hedging Agreement entered into with a Hedging Exchanger whether on account of principal, interest, fees, indemnities, costs or expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel), or otherwise.

“Secured Parties” means the Agents, the Lenders, each Issuing Bank, the LC Facility Issuing Bank, the Syndication Agent, the Joint Lead Arrangers and any Hedging Exchangers.

“Security Agreement” means the Security Agreement, substantially in the form of Exhibit I, among the Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

“Security Documents” means the Security Agreement, the Pledge Agreement, the Mortgages and the Perfection Certificate executed by the Loan Parties and the Collateral Agent and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.11, 5.12 or 5.15 to secure any of the Secured Obligations.

“Senior Subordinated Note Agreement” means any indenture, note purchase agreement or other agreement pursuant to which the Senior Subordinated Notes are issued as in effect on the date hereof and thereafter amended from time to time subject to the requirements of this Agreement.

“Senior Subordinated Note Documents” means the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

“Senior Subordinated Note Guarantees” means the guarantees of the Guarantors pursuant to the Senior Subordinated Note Agreement.

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“Senior Subordinated Notes” means $125.0 million aggregate principal amount of the 9 ⁷/8% Senior Subordinated Notes due 2015 issued by Borrower and the Senior Subordinated Notes Co-Issuer, jointly and severally, pursuant to the Senior Subordinated Note Agreement and any registered notes issued by Borrower and the Senior Subordinated Notes Co-Issuer in exchange for, and as contemplated by, such notes with substantially identical terms as such notes.

“Senior Subordinated Notes Co-Issuer” means Rural Metro (Delaware) Inc., a Delaware corporation and wholly owned Subsidiary of Borrower.

“Statutory Reserve Rate” means a fraction (expressed as a decimal) the numerator of which is the number one and the denominator of which is the number one minus the aggregate (expressed as a decimal) of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) established by the Board with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation and without regard to whether any Lender actually obtains or maintains eurocurrency funding for its Eurodollar Loans. The Statutory Reserve Rate shall be adjusted automatically on and as of the Closing Date of any change in any reserve percentage.

“Subordinated Indebtedness” means Indebtedness of Borrower or any Guarantor that is by its terms subordinated in right of payment to the Obligations of Borrower or such Guarantor, as applicable, including the Senior Subordinated Notes.

“Subsidiary” means, with respect to any Person (herein referred to as the “parent”), any other Person (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power are, at the time any determination is being made, directly or indirectly, owned, controlled or held or (b) the accounts of which would be consolidated with those of the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP.

“Subsidiary Loan Party” means each Domestic Subsidiary that guarantees the obligations pursuant to the Guarantee Agreement, including Subsidiaries identified as a “Subsidiary Loan Party” on Schedule 3.10.

“Survey” means a survey of any Mortgaged Property (and, except as otherwise agreed between Borrower and the Collateral Agent, all improvements thereon): (i) prepared by a surveyor or engineer licensed to perform surveys in the state where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six (6) months prior to the date of delivery thereof unless there shall have occurred within six (6) months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion

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of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Collateral Agent) to the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy and issue a survey endorsement in accordance with the provisions of the Loan Documents and otherwise acceptable to the Collateral Agent.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall be its Commitment Percentage of the total Swingline Exposure at such time.

“Swingline Lender” means Citicorp North America, Inc., in its capacity as Lender of Swingline Loans.

“Swingline Loan” has the meaning assigned to such term in Section 2.04(a).

“Swingline Sublimit” has the meaning assigned to such term as Section 2.04(a).

“Syndication Agent” has the meaning assigned to such term in the preamble to this Agreement.

“Taking” means any taking of any Property of Parent or any Subsidiary or any portion thereof, in or by condemnation, expropriation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition or use of any Property of Parent or any Subsidiary or any portion thereof, by any Governmental Authority, civil or military, including any transaction permitted by Section 6.05(viii).

“Taxes” means (i) any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing, and (ii) any transferee, successor, joint and several, contractual or other liability (including liability pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-U.S. law)) in respect of any item described in clause (i).

“Term Borrowing” means a Borrowing comprised of Term Loans on the Closing Date.

“Term Borrowing Request” means a Borrowing Request in connection with a Term Borrowing made on the Closing Date.

“Term Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make a Term Loan hereunder on the Closing Date, expressed as an amount representing the maximum principal amount of the Term Loan to be made by such Lender hereunder, as the same may be reduced from time to time pursuant to the provisions of

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this Agreement. The amount of each Lender’s Term Commitment on the Closing Date is set forth on Schedule 2.01. The initial aggregate amount of the Lenders’ Term Commitments is $135.0 million.

“Term Lender” means a Lender with a Term Commitment or an outstanding Term Loan, in its capacity as such.

“Term Loan Maturity Date” means the sixth anniversary of the Closing Date.

“Term Loans” means the loans made pursuant to Section 2.01(a)(i).

“Test Period” means, on any date of determination, the period of four consecutive Fiscal Quarters of Borrower (taken as one accounting period) ending with the latest Fiscal Quarter or the Fiscal Year for which financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered.

“Title Company” means Fidelity National Title Insurance Company or such other title insurance or abstract company as shall be retained by Borrower and approved by the Collateral Agent.

“Total Debt” means, as of any date, consolidated Indebtedness of Borrower and its Subsidiaries outstanding as of such date of the type described in clauses (a), (b), (e), (f), (g), (h), (i) (excluding undrawn amounts under outstanding Letters of Credit) and (j) (but only if drawn) of the definition thereof.

“Total LC Facility Deposit” means, at any time, the sum of all LC Facility Deposits at such time, as the same may be reduced from time to time pursuant to Section 2.11 or increased pursuant to Section 2.22.

“Total Leverage Ratio” means, for any date of determination, the ratio of (a) Total Debt as of such date to (b) Consolidated EBITDA of Borrower for the Test Period.

“Total Revolving Credit Commitment” means, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time.

“Transaction Documents” means the Loan Documents, the Parent Note Documents, the Senior Subordinated Note Documents, the Contribution Agreement and the definitive documentation pertaining to the Refinancing.

“Transactions” means the Financing Transactions, the Refinancing, the Contribution and the payment of fees, expenses and prepayment premiums in connection therewith.

“Transferee” has the meaning ascribed to such term in Section 2.16(a).

“Type,” when used in respect of any Loan or Borrowing, refers to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, “Rate” shall include the Adjusted LIBO Rate and the Alternate Base Rate.

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“UCC” means the Uniform Commercial Code as in effect in the applicable state or jurisdiction.

“USA Patriot Act” has the meaning assigned to such term in Section 3.22(a).

“U.S. Bankruptcy Law” means Title 11, United States Code, or any similar U.S. Federal or state law.

“U.S. Dollars,” “Dollars” or “$” means lawful money of the United States of America.

“U.S. Lender” has the meaning assigned to such term in Section 2.16(d)(ii).

“Voting Stock” means, with respect to any Person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the original aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each scheduled installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Credit Borrowing”).

SECTION 1.03. Terms Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document means such document as amended, restated, supplemented or otherwise modified from time to time, (ii) any reference in this Agreement to any agreement or document means such agreement or document as amended, restated, supplemented or otherwise modified from time to time after the date hereof in accordance with the terms of this Agreement; and (iii) all terms of an accounting or financial nature shall be construed

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in accordance with GAAP, as in effect from time to time; provided, however, that if Borrower notifies the Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent or the Requisite Lenders notify Borrower that the Administrative Agent or the Requisite Lenders request an amendment to any provision hereof for such purpose), within 60 days of any such change becoming effective (or in the case of any requested amendment by the Administrative Agent or the Requisite Lenders, within 60 days of the date on which Borrower notifies the Administrative Agent of such change), then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective, until such provision is amended in a manner satisfactory to Borrower, the Administrative Agent and the Requisite Lenders.

ARTICLE II

THE CREDITS

SECTION 2.01. Credit Commitments.

(a) Subject to the terms and conditions hereof, (i) each Term Lender severally agrees to make a term loan in Dollars to Borrower on the Closing Date in a principal amount equal to its Term Commitment, (ii) each Revolving Lender severally agrees to make revolving loans in Dollars to Borrower, from time to time during the Revolving Credit Commitment Period and (iii) each LC Facility Lender severally agrees to make an LC Facility Deposit on the Closing Date in the amount set forth opposite such LC Facility Lender’s name on Schedule 2.01. Amounts repaid in respect of Term Loans may not be reborrowed. During the Revolving Credit Commitment Period, Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event may Revolving Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment then in effect or (ii) the Revolving Credit Exposure of any Revolving Lender would exceed such Revolving Lender’s Revolving Credit Commitment.

(b) The Revolving Loans and Term Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by Borrower and notified to the Administrative Agent in accordance with Sections 2.02 and 2.03.

(c) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

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SECTION 2.02. Procedure for Borrowing.

(a) In order to borrow under the Revolving Credit Commitments or the Term Commitments, Borrower must give the Administrative Agent notice substantially in the form of Exhibit B (a “Borrowing Request”), which notice must be received by the Administrative Agent prior to (a) 11:00 a.m., New York City time, three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar Borrowing or (b) 11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR Borrowing. The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term Borrowing, (ii) the amount to be borrowed, (iii) the requested Borrowing Date (which must be the Closing Date, in the case of a Term Borrowing), (iv) whether the Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the Borrowing is to be of Eurodollar Loans, the length of the initial Interest Period therefor, and (vi) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(b) Each Borrowing shall be in a minimum aggregate principal amount of (i) in the case of a Term Borrowing, $5.0 million or an integral multiple of $1.0 million in excess thereof, or (ii) in the case of a Revolving Credit Borrowing, $1.0 million or an integral multiple of $1.0 million in excess thereof or, if less, the aggregate amount of the then Available Revolving Credit Commitments.

(c) Upon receipt of the Term Borrowing Request, the Administrative Agent shall promptly notify each Term Lender of the aggregate amount of the Term Borrowing. Each Term Lender will make the amount of its Term Commitment available to the Administrative Agent for the account of Borrower at the office of the Administrative Agent specified in Section 9.01 prior to 10:00 a.m., New York City time, on the Closing Date in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower by the Administrative Agent crediting the account of Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as received by the Administrative Agent.

(d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of Borrower at the office of the Administrative Agent specified in Section 9.01 prior to 12:00 noon, New York City time, on the Borrowing Date requested by Borrower in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower by the Administrative Agent crediting the account of Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided, however, that if on the Borrowing Date of any Revolving Loans to be

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made to Borrower, any Swingline Loans made to Borrower or any Revolving LC Disbursements shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or Revolving LC Disbursements, with any remaining proceeds to be made available to Borrower as provided above; and provided, further, that ABR Revolving Loans made to finance the reimbursement of a Revolving LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.

SECTION 2.03. Conversion and Continuation Options for Loans.

(a) Borrower may elect from time to time to convert (x) Eurodollar Loans to ABR Loans by giving the Administrative Agent prior notice of such election not later than 11:00 a.m., New York City time, on the Business Day prior to a requested conversion or (y) ABR Loans to Eurodollar Loans by giving the Administrative Agent prior notice of such election not later than 11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, Borrower shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that no Loan may be converted into a Eurodollar Loan (i) when any Default has occurred and is continuing, or (ii) after the date that is one month prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable.

(b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by Borrower giving prior notice to the Administrative Agent, not later than 11:00 a.m., New York City time, three Business Days prior to a requested continuation setting forth the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Loan may be continued as such (i) when any Default has occurred and is continuing, or (ii) after the date that is one month prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable; provided, further, that if Borrower shall fail to give any required notice as described above in this Section 2.03 or if such continuation is not permitted pursuant to the preceding proviso, then such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period (in which case the Administrative Agent shall notify Borrower of such conversion).

(c) In connection with any Eurodollar Loans, there shall be no more than four (4) Interest Periods outstanding at any time with respect to the Term Loans and no more than six (6) Interest Periods outstanding at any time with respect to the Revolving Loans.

(d) This Section 2.03 shall not apply to Swingline Loans.

SECTION 2.04. Swingline Loans.

(a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make swingline loans (individually, a “Swingline Loan” and collectively, the “Swingline Loans”) to Borrower from time to time during the Revolving Credit Commitment Period in accordance

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with the procedures set forth in this Section 2.04; provided that (i) the aggregate principal amount of all Swingline Loans shall not exceed $5.0 million (the “Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the Available Revolving Credit Commitments of all Revolving Lenders immediately prior to such borrowing or result in the Aggregate Revolving Credit Exposure then outstanding exceeding the Total Revolving Credit Commitment then in effect, and (iii) in no event may Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing. Amounts borrowed under this Section 2.04 may be repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. Borrower shall give the Administrative Agent notice of any Swingline Loan requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline Lender of the aggregate amount of such borrowing. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such notice, the Swingline Lender shall make such Swingline Loan available to the Administrative Agent for the account of Borrower at the office of the Administrative Agent set forth in Section 9.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower by the Administrative Agent crediting the account of Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of a Revolver LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of $500,000 or an integral multiple of $100,000 in excess thereof.

(b) Notwithstanding the occurrence of any Default or noncompliance with the conditions precedent set forth in Article IV or the minimum borrowing amounts specified in Section 2.02, if any Swingline Loan shall remain outstanding at 10:00 a.m., New York City time, on the seventh Business Day following the Borrowing Date thereof and if by such time on such seventh Business Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by Borrower pursuant to Section 2.02 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal to the aggregate principal amount of such Swingline Loan, nor (ii) any other notice satisfactory to the Administrative Agent indicating Borrower’s intent to repay such Swingline Loan on the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent shall be deemed to have received a notice from Borrower pursuant to Section 2.02 requesting that ABR Revolving Loans be made pursuant to Section 2.01 on such immediately succeeding Business Day in an amount equal to the amount of such Swingline Loan, and the procedures set forth in Section 2.02 shall be followed in making such ABR Revolving Loans; provided that for the purposes of determining each Revolving Lender’s Commitment Percentage with respect to such Borrowing, the Swingline Loan to be repaid with the proceeds of such Borrowing shall be deemed to not be outstanding. The proceeds of such ABR Revolving Loans shall be applied to repay such Swingline Loan.

(c) If, for any reason, ABR Revolving Loans may not be, or are not, made pursuant to paragraph (b) of this Section 2.04 to repay any Swingline Loan as required by such

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paragraph, effective on the date such ABR Revolving Loans would otherwise have been made, each Revolving Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default, purchase a participating interest in such Swingline Loan (an “Unrefunded Swingline Loan”) in an amount equal to such Revolving Lender’s Commitment Percentage of the aggregate amount of the ABR Revolving Loan which would otherwise have been made pursuant to paragraph (b) of this Section 2.04. Each Revolving Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participations shall be distributed by the Administrative Agent to the Swingline Lender. All payments by the Revolving Lenders in respect of Unrefunded Swingline Loans and participations therein shall be made in accordance with Section 2.13.

(d) Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to the foregoing paragraphs if a Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, prior to the time such Swingline Loan was made, that such Default has occurred and that such Lender will not acquire participations in Swingline Loans made while such Default is continuing.

SECTION 2.05. Optional and Mandatory Prepayments of Loans; Repayments of Term Loans.

(a) Borrower may at any time and from time to time prepay the Loans (subject to compliance with the terms of Section 2.17), in whole or in part, subject to Section 2.05(e), upon irrevocable notice to the Administrative Agent not later than 12:00 noon, New York City time, three (3) Business Days prior to the date of such prepayment (or, in the case of ABR Loans, on the date of such prepayment), specifying (i) the date and amount of prepayment, and (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans, or a combination thereof (including in the case of Eurodollar Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall be in an aggregate principal amount of $1.0 million or a whole multiple of $1.0 million in excess thereof (or, if less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the remaining outstanding principal amount thereof).

(b) In the event and on such occasion that the Aggregate Revolving Credit Exposure exceeds the Total Revolving Credit Commitment, Borrower shall immediately prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in the account established with the Administrative Agent in accordance with the procedures described in Section 2.06(j) in an aggregate amount equal to such excess.

(c) (i) If Parent or any of its Subsidiaries shall receive Net Proceeds from any Debt Incurrence or any Preferred Stock Issuance, an amount equal to 100% of such Net Proceeds shall be applied within five (5) Business Days after receipt thereof in accordance with Section 2.05(e).

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(ii) If Parent or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale (other than any Asset Sale permitted by Section 6.05(i), (ii), (iv), (vi) or (vii) or any Asset Sale to Parent or any of its Subsidiaries), an amount equal to 100% of such Net Proceeds shall be applied within five (5) Business Days after receipt thereof in accordance with Section 2.05(e); provided that no such application shall be required with respect to any Net Proceeds to the extent that (A) the Net Proceeds of all Asset Sales in any Fiscal Year do not exceed $1.0 million in the aggregate or (B) so long as no Default then exists or would arise therefrom, Borrower delivers an Officers’ Certificate to the Administrative Agent promptly following the date of receipt of such Net Proceeds stating that such Net Proceeds will be reinvested in fixed or capital assets used or usable in the business of Borrower or any Subsidiary within 365 days following the receipt of such Net Proceeds (it being understood that no such Officers’ Certificate shall be required unless the Net Proceeds of all Asset Sales in any Fiscal Year exceed $1.0 million); provided that, if all or any portion of such Net Proceeds not so applied as provided herein is not so used within such 365-day period, an amount equal to such remaining portion shall be applied on the last day of such period as specified in this Section 2.05(c)(ii); provided, further, if the Property subject to such Asset Sale constituted Collateral under the Security Documents, then any property purchased with the Net Proceeds thereof pursuant to this Section 2.05(c)(ii) shall be mortgaged or pledged, as the case may be, to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11.

(iii) If Parent or any of its Subsidiaries shall receive Net Proceeds from insurance or condemnation recoveries (other than from business interruption insurance) in respect of any Destruction or any proceeds or awards in respect of any Taking other than any recovery in respect of Motor Vehicles aggregating Net Proceeds of less than $1.0 million in any Fiscal Year, an amount equal to 100% of the Net Proceeds thereof shall be applied within five (5) Business Days after receipt thereof in accordance with Section 2.05(e); provided that no such application shall be required with respect to any Net Proceeds to the extent that, so long as no Default then exists or would arise therefrom, Borrower delivers an Officers’ Certificate to the Administrative Agent promptly following the receipt of such Net Proceeds stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were paid or (2) fund the acquisition of fixed or capital assets used or usable in the business of Borrower or any Subsidiary, in each case within 365 days following the date of the receipt of such Net Proceeds (it being understood that no such Officers’ Certificate shall be required in respect of recoveries for Motor Vehicles unless the Net Proceeds of all such recoveries in any Fiscal Year exceed $1.0 million); provided that if all or any portion of such Net Proceeds not so applied is not so used within such 365-day period, an amount equal to such remaining portion shall be applied on the last day of such period as specified in this Section 2.05(c)(iii); provided, further, if the Property subject to such Destruction or Taking constituted Collateral under the Security Documents, then any Property purchased, repaired or restored with the Net Proceeds thereof pursuant to this subsection shall be, or continue to be, mortgaged or pledged, as the case may be, to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11.

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(iv) If, for any Fiscal Year of Borrower commencing with its Fiscal Year ending on June 30, 2006, there shall be Excess Cash Flow for such Fiscal Year, an amount equal to 75% of such Excess Cash Flow shall be applied by Borrower, not later than 90 days after the end of such Fiscal Year, in accordance with Section 2.05(e); provided that any such amounts payable shall be reduced by an amount equal to the amount of any prepayment of Term Loans pursuant to Section 2.05(a) during such Fiscal Year or prior to the date of the payment required by this clause (iv) which has not been applied to the reduction of any prepayment pursuant to this proviso in any other Fiscal Year (and is not already reflected in Debt Service).

(v) If Parent shall receive Net Proceeds from any Equity Issuance, an amount equal to 50% of such Net Proceeds shall be applied within five (5) Business Days after receipt thereof in accordance with Section 2.05(e).

(d) The Term Loans shall be repaid in consecutive quarterly installments on the dates set forth below (each such day, an “Installment Payment Date”), in an aggregate amount equal to the amount specified below for each such Installment Payment Date.

Installment Payment Date	Installment Amount
September 30, 2005	$	337,500
December 31, 2005	$	337,500
March 31, 2006	$	337,500
June 30, 2006	$	337,500
September 30, 2006	$	337,500
December 31, 2006	$	337,500
March 31, 2007	$	337,500
June 30, 2007	$	337,500
September 30, 2007	$	337,500
December 31, 2007	$	337,500
March 31, 2008	$	337,500
June 30, 2008	$	337,500
September 30, 2008	$	337,500
December 31, 2008	$	337,500
March 31, 2009	$	337,500
June 30, 2009	$	337,500
September 30, 2009	$	337,500
December 31, 2009	$	337,500
March 31, 2010	$	337,500
June 30, 2010	$	337,500
September 30, 2010	$	337,500
December 31, 2010	$	337,500
Term Loan Maturity Date	$	127,575,000

(e) Prepayments of Loans pursuant to Section 2.05(a) shall be applied as elected by Borrower. Prepayments of Loans pursuant to Section 2.05(c) shall be applied, first, to installments of principal in respect of outstanding Term Loans due on Installment Payment Dates

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within 12 months of the date of such prepayment, in direct order of maturity; second, to the installments of principal in respect of the Term Loans under Section 2.05(d), pro rata, among the remaining Installment Payment Dates; third, to reduce the Revolving Credit Commitments ratably among the Revolving Lenders in accordance with their applicable Revolving Credit Commitments (and comply with Section 2.05(b) to the extent applicable); and fourth, to reduce the Total LC Facility Deposit in accordance with Section 2.11(d). Except as otherwise may be directed by Borrower, any prepayment of Loans pursuant to this Section 2.05 shall be applied, first, to any ABR Loans then outstanding and the balance of such prepayment, if any, to the Eurodollar Loans then outstanding.

(f) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.05, but for the operation of this Section 2.05(f) (each, a “Prepayment Date”), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of ABR Loans which are of the Type required to be prepaid (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in the Collateral Account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Requisite Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.17.

SECTION 2.06. Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, Borrower may request the issuance of (and the applicable Issuing Bank or the LC Facility Issuing Bank shall issue) (i) LC Facility Letters of Credit, at any time and from time to time during the LC Facility Availability Period, and (ii) Revolving Letters of Credit, at any time and from time to time during the Revolving Credit Commitment Period, in each case for the account of Borrower or any other Loan Party, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank or the LC Facility Issuing Bank, as the case may be. For purposes hereof, a Letter of Credit shall at all times and from time to time be deemed to be an LC Facility Letter of Credit unless after giving effect to the issuance of such LC Facility Letter of Credit, the LC Facility LC Exposure would exceed the Total LC Facility Deposit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by Borrower or any Subsidiary Loan Party to, or entered into by Borrower or any Subsidiary Loan Party with, an Issuing Bank or the LC Facility Issuing Bank, as applicable, relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), Borrower shall hand deliver or telecopy (or transmit by electronic

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communication, if arrangements for doing so have been approved by the applicable Issuing Bank or the LC Facility Issuing Bank, as applicable) to the applicable Issuing Bank or the LC Facility Issuing Bank, as applicable, and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.06(c), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to issue, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank or the LC Facility Issuing Bank, as applicable, Borrower shall also submit a letter of credit application on such Issuing Bank’s or the LC Facility Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall not be issued, amended, renewed or extended if (and upon issuance, amendment, renewal or extension of each Letter of Credit Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (x) with respect to Revolving Letters of Credit, (I) the total Revolving LC Exposure would exceed $10.0 million or (II) the total Revolving Credit Exposures would exceed the total Revolving Credit Commitments and (y) with respect to LC Facility Letters of Credit, the LC Facility LC Exposure would exceed the Total LC Facility Deposit. Upon the issuance of any Letter of Credit or amendment, renewal or extension of a Letter of Credit, the Issuing Bank or LC Facility Issuing Bank shall promptly notify the Administrative Agent, who shall promptly notify each Revolving Lender or LC Facility Lender thereof, as the case may be, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.06(d). On the first Business Day of each calendar month, each Issuing Bank and the LC Facility Issuing Bank shall provide to the Administrative Agent a report listing all outstanding Letters of Credit issued by it and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Revolving Lender or LC Facility Lender, as applicable.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit or, in the case of any renewal or extension thereof, one year after such renewal or extension; provided, that if Borrower and the applicable Issuing Bank so agree, any Letter of Credit may provide for the automatic renewal of such Letter of Credit for successive one year terms (subject to clause (ii)) and (ii) (x) with respect to any Revolving Letter of Credit, the date that is five Business Days prior to the Revolving Credit Maturity Date and (y) with respect to any LC Facility Letter of Credit, the date that is five Business Days prior to the LC Facility Maturity Date.

(d) Participations.

(i) By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank issuing such Revolving Letter of Credit or the Lenders, each Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from each Issuing Bank, a participation in each such Letter of Credit

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equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Commitment Percentage of each Revolving LC Disbursement made by such Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.06(e) or of any reimbursement payment required to be refunded to Borrower. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(ii) By the issuance of an LC Facility Letter of Credit (or an amendment to an LC Facility Letter of Credit increasing the amount thereof), without any further action on the part of the LC Facility Issuing Bank or the LC Facility Lenders, the LC Facility Issuing Bank hereby grants to each LC Facility Lender, and each LC Facility Lender hereby acquires from the LC Facility Issuing Bank, a participation in each LC Facility Letter of Credit equal to such LC Facility Lender’s Commitment Percentage of the aggregate amount available to be drawn under such LC Facility Letter of Credit. The aggregate purchase price for the participations of each LC Facility Lender in LC Facility Letters of Credit shall equal the amount of the LC Facility Deposit of such LC Facility Lender. Each LC Facility Lender hereby absolutely and unconditionally agrees that if the LC Facility Issuing Bank makes an LC Facility LC Disbursement which is not reimbursed by Borrower on the date due as provided in Section 2.06(e), or is required to refund any reimbursement payment in respect of an LC Facility LC Disbursement to Borrower for any reason, the Administrative Agent shall reimburse the LC Facility Issuing Bank for the amount of such LC Facility LC Disbursement from the Credit-Linked Deposit Account in accordance with Section 2.06(e)(iii). Each LC Facility Lender acknowledges and agrees that its authorization granted hereby and obligations hereunder are unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any LC Facility Letter of Credit or the occurrence and continuance of a Default or the return of the LC Facility Deposits. Without limiting the foregoing, the LC Facility Lenders irrevocably authorize the Administrative Agent to apply the LC Facility Deposits as provided in this Section 2.06(d)(ii).

(e) Reimbursement.

(i) If an Issuing Bank or the LC Facility Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than the Business Day immediately following the day that Borrower receives notice that an LC Disbursement has been made; provided that, so long as no Default is continuing of which the Administrative Agent has been notified and subject to the availability of unused Revolving Credit Commitments, Borrower, each Issuing Bank, the

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Administrative Agent and the Lenders hereby agree that in the event an Issuing Bank makes any LC Disbursement under a Revolving Letter of Credit and Borrower shall not have reimbursed such amount pursuant to this Section 2.06(e)(i), such unreimbursed LC Disbursement and all obligations of Borrower relating thereto shall be satisfied when due and payable by the borrowing of one or more Revolving Loans that are ABR Loans, which Borrower hereby acknowledges are requested and the Lenders hereby agree to fund; provided, further, that prior to any such Revolving Loans being made, the Administrative Agent may, but shall not be required to, confirm with Borrower that the conditions set forth in Section 4.02 are met, and if Borrower does not confirm that such condition shall be met then the Administrative Agent shall be under no obligation to cause such Revolving Loans to be made.

(ii) If Borrower fails to make any payment due under Section 2.06(e)(i) with respect to a Revolving Letter of Credit when due, the Administrative Agent shall notify each Revolving Lender of the applicable Revolving LC Disbursement, the payment then due from Borrower in respect thereof and such Lender’s Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Commitment Percentage of the payment then due from Borrower, in the same manner as provided in Section 2.02 with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank that has made the Revolving LC Disbursement the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any Revolving LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve Borrower of its obligation to reimburse such LC Disbursement.

(iii) If Borrower fails to make any payment due under Section 2.06(d)(i) with respect to an LC Facility Letter of Credit (or if the LC Facility Issuing Bank would be required to make an LC Facility LC Disbursement and so requests), the Administrative Agent shall notify each LC Facility Lender of the applicable LC Facility LC Disbursement, the payment then due from Borrower in respect thereof and such Lender’s Commitment Percentage thereof, and the Administrative Agent shall promptly pay to the LC Facility Issuing Bank each LC Facility Lender’s Commitment Percentage of such LC Facility LC Disbursement from the LC Facility Deposits. Promptly following receipt by the Administrative Agent of any payment by Borrower in respect of any LC Facility LC Disbursement, the Administrative Agent shall distribute such payment to the LC Facility Issuing Bank or, to the extent payments have been made from the LC Facility Deposits, to the Credit-Linked Deposit Account to be added to the LC Facility Deposits of the LC Facility Lenders in accordance with their respective Commitment Percentages. Borrower acknowledges that each payment made pursuant to this Section 2.06(d)(iii) in respect of any LC Facility LC Disbursement is required to be made for the benefit of the distributees

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indicated in the immediately preceding sentence. Any payment made from the Credit-Linked Deposit Account, or from funds of the Administrative Agent, pursuant to this paragraph or Section 2.21(c) to pay the LC Facility Issuing Bank for any LC Facility LC Disbursement shall not constitute a Loan and shall not relieve Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.06(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank or the LC Facility Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit (except as otherwise provided below), or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.06, constitute a legal or equitable discharge of, or provide a right of setoff against, Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders, the Issuing Banks nor the LC Facility Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank or the LC Facility Issuing Bank, as applicable; provided that the foregoing shall not be construed to excuse the Issuing Bank or the LC Facility Issuing Bank, as applicable from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by applicable law) suffered by Borrower that are caused by such Issuing Bank’s or such LC Facility Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank or the LC Facility Issuing Bank, as applicable (as finally determined by a court of competent jurisdiction), an Issuing Bank or the LC Facility Issuing Bank, as applicable, shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank or the LC Facility Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. An Issuing Bank or the LC Facility Issuing Bank, as applicable, shall, promptly following its receipt thereof, subject to the terms of the applicable Letter of Credit, examine all documents purporting to represent a demand for payment

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under a Letter of Credit. An Issuing Bank or the LC Facility Issuing Bank as applicable, shall promptly notify the Administrative Agent and the Administrative Agent shall notify Borrower by telephone of such demand for payment and whether such Issuing Bank or such LC Facility Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve Borrower of its obligation to reimburse the applicable Issuing Bank or LC Facility Issuing Bank and the Revolving Lenders or LC Facility Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If an Issuing Bank or the LC Facility Issuing Bank, as applicable, shall make any LC Disbursement, then, unless Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date Borrower (or any other account party) reimburses such LC Disbursement, at (1) in the case of a Revolving LC Disbursement, the rate per annum then applicable to ABR Revolving Loans and (2) in the case of an LC Facility LC Disbursement, the rate per annum that would be applicable to Eurodollar Term Loans with a one month Interest Period commencing on the date of such LC Disbursement; provided that, if Borrower fails to reimburse (or cause another account party to reimburse) such LC Disbursement when due pursuant to Section 2.06(e), then Section 2.08(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank making such LC Disbursement or the LC Facility Issuing Bank, as applicable, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.06(e)(ii) to reimburse an Issuing Bank or from the LC Facility Deposit of any LC Facility Lender pursuant to Section 2.06(e)(iii) to reimburse the LC Facility Issuing Bank, as applicable, shall be for the account of such Lender to the extent of such payment.

(i) Replacement of Issuing Banks and the LC Facility Issuing Bank.

(i) An Issuing Bank may be replaced at any time by written agreement among Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.10(b). From and after the Closing Date of any such replacement, (1) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (2) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(ii) The LC Facility Issuing Bank may be replaced at any time by written agreement among Borrower, the Administrative Agent, the replaced LC Facility Issuing Bank and the successor LC Facility Issuing Bank. The Administrative Agent shall notify the LC Facility Lenders of any such replacement of the LC Facility Issuing Bank. At the

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time any such replacement shall become effective, Borrower shall pay all unpaid fees accrued for the account of the replaced LC Facility Issuing Bank pursuant to Section 2.10(c). From and after the Closing Date of any such replacement, (1) the successor LC Facility Issuing Bank shall have all the rights and obligations of the LC Facility Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (2) references herein to the term “LC Facility Issuing Bank” shall be deemed to refer to such successor or to any previous LC Facility Issuing Bank, or to such successor and all previous LC Facility Issuing Banks, as the context shall require. After the replacement of the LC Facility Issuing Bank hereunder, the replaced LC Facility Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the LC Facility Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that Borrower receives notice from the Administrative Agent or the Requisite Lenders (or, if the maturity of the Loans has been accelerated, LC Facility Lenders with LC Facility LC Exposure representing greater than 50% of the total LC Facility LC Exposure and/or Revolving Lenders with Revolving LC Exposure representing greater than 50% of the total Revolving LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, Borrower shall deposit in an account which shall by established at such time by the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Facility LC Exposure and/or the Revolving LC Exposure, as applicable, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in Section 7.01(i). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of Borrower under this Agreement and shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion (it being understood that the Administrative Agent shall in no event be liable for the selection of such Permitted Investments or for investment losses with respect thereto, including losses incurred as a result of the liquidation of such Permitted Investments prior to stated maturity). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank or the LC Facility Issuing Bank, as applicable, for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of Borrower for the LC Facility LC Exposure and/or Revolving LC Exposure, as applicable, at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of LC Facility Lenders representing greater than 50% of the LC Facility LC Exposure and/or Revolving Lenders with Revolving LC Exposure representing greater than 50% of the Revolving LC Exposure), be applied to satisfy other obligations of Borrower under this Agreement. If Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to Borrower within three Business Days after all Events of Default have been cured or waived. If Borrower is required to provide an amount of cash collateral

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hereunder pursuant to Section 2.05(b), such amount (to the extent not applied as aforesaid) shall be returned to Borrower as and to the extent that, after giving effect to such return, Borrower would remain in compliance with Section 2.05(b) and no Default shall have occurred and be continuing.

(k) Assignment. The parties acknowledge and agree that (a) Citibank, N.A., as Issuing Bank, may, without the consent of any party hereto, assign to an Affiliate all right, title and interest of Citibank, N.A. (the “Affiliate Assigned Rights”) in, to and under any and all obligations of Borrower under Section 2.06(e) to reimburse the Issuing Bank for Revolving LC Disbursements (the “Reimbursement Obligations”), (b) in respect of all such Reimbursement Obligations constituting Affiliate Assigned Rights, for all purposes of this Agreement such Affiliate shall be deemed the “Issuing Bank”, (c) the obligations of the Revolving Lenders and Borrower to Citibank, N.A. shall, in the case of the Affiliate Assigned Rights, inure to the benefit of the Affiliate acquiring or having acquired such Affiliate Assigned Rights and be enforceable by such Affiliate and/or by the Issuing Bank on behalf of such Affiliate and (d) all payments made by Borrower and/or any Revolving Lender to such Affiliate acquiring or having acquired such Affiliate Assigned Rights shall discharge all such obligations otherwise owing to Citibank, N.A. as Issuing Bank, to the extent so paid. The foregoing shall not otherwise affect the rights and obligations of Citibank N.A., as Issuing Bank hereunder.

SECTION 2.07. Repayment of Loans; Evidence of Debt.

(a) Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the relevant Lenders (i) on the Revolving Credit Maturity Date (or such earlier date as, and to the extent that, such Revolving Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of, and all other amounts outstanding under, each Revolving Loan and each Swingline Loan made to it by each such Lender and (ii) on the Term Loan Maturity Date (or such earlier date as, and to the extent that, such Term Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Term Loan held by each such Lender. Borrower hereby further agrees to pay interest in immediately available funds at the applicable office of the Administrative Agent (as specified in Section 2.13(a)) on the unpaid principal amount of the Revolving Loans, Swingline Loans and Term Loans made to it from time to time from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.08.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain the Register pursuant to Section 9.04, and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each LC Facility Participation and Loan, and the Class and Type of each such Loan and the Interest Period applicable thereto, (ii) the amount of LC Facility LC Fees and amounts payable pursuant to Section 2.21(b) in respect of each such LC Facility Participation and any principal or interest due and payable or to become due and payable, and the

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amounts of any principal or interest paid, from Borrower to each Lender hereunder in respect of each such Loan and (iii) the amount of any reductions to the Total LC Facility Deposit and the reduction in the amount of LC Facility Participation of each LC Facility Lender as a result thereof and the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of Loan and each Lender’s share thereof.

(d) The entries made in the Register and accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.07 and the Notes maintained pursuant to paragraph (e) of this Section 2.07 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Lender in accordance with the terms of this Agreement.

(e) The Loans of each Class made by each Lender to Borrower shall, if requested by the applicable Lender (which request shall be made to the Administrative Agent), be evidenced by a single Note duly executed on behalf of Borrower, in substantially the form attached hereto as Exhibit E-1, E-2 or E-3, as applicable, with the blanks appropriately filled, payable to the order of such Lender.

SECTION 2.08. Interest Rates and Payment Dates.

(a) Each Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) for each day during each Interest Period with respect thereto at a rate per annum equal to (A) the Adjusted LIBO Rate determined for such Interest Period, plus (B) the Applicable Margin.

(b) Each ABR Loan (including each Swingline Loan) shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, or over a year of 360 days when the Alternate Base Rate is determined by reference to clause (c) of the definition of “Alternate Base Rate”) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(c) Notwithstanding the foregoing, during an Event of Default, all Obligations shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal of or interest on any Loan, 200 basis points plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.08, (ii) in the case of any LC Disbursement not reimbursed on the Business Day following the day Borrower receives notice that the LC Disbursement was made, 200 basis points plus the rate otherwise applicable to such LC Disbursement as provided in Section 2.06(i) or (iii) in the case of any other amount, 200 basis points plus the rate applicable to ABR Loans as provided in Section 2.08(b), in each case from the date of such nonpayment to (but excluding) the date on which such amount is paid in full.

(d) Interest shall be payable in arrears on each Interest Payment Date; provided that (i) interest accrued pursuant to Section 2.08(c) shall be payable on demand, (ii) in the

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event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or repayment or prepayment of a Swingline Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the date of such conversion. Interest in respect of each Loan shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

SECTION 2.09. Computation of Interest. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on Borrower and the Lenders in the absence of manifest error.

SECTION 2.10. Fees.

(a) Borrower agrees to pay a commitment fee (a “Commitment Fee”) to each Revolving Lender, for which payment will be made in arrears through the Administrative Agent on the last Business Day of March, June, September and December, commencing on the first such date to occur after the Closing Date. The Commitment Fee shall accrue commencing on the Closing Date and shall cease to accrue on the date that the Revolving Credit Commitments shall be terminated as provided herein. The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable period. A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect to a calculation period shall equal the average daily amount during such period calculated using the daily amount of such Revolving Lender’s Revolving Credit Commitment less such Revolving Lender’s Revolving Credit Exposure (excluding clause (c) of the definition thereof for purposes of determining the Commitment Fee Average Daily Amount only) for any applicable days during such Revolving Lender’s Revolving Credit Commitment Period. The Commitment Fee shall also be payable on each date of termination or reduction of the Revolving Credit Commitments on the amount of the Revolving Credit Commitments so terminated or reduced accrued to the date of such termination or reduction. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(b) Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Revolving Letters of Credit, which shall accrue at a per annum rate equal to the Applicable Margin for Revolving Loans accruing interest at the Adjusted LIBO Rate on the average daily amount of such Lender’s Revolving LC Exposure (excluding any portion thereof attributable to unreimbursed Revolving LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Lender ceases to have any Revolving LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the Revolving LC Exposure or such lesser amount as shall be agreed to by the Issuing Bank (excluding any portion thereof attributable to unreimbursed Revolving LC Disbursements, which shall accrue interest pursuant to Section 2.06(j)) resulting from Letters of Credit issued by such Issuing Bank during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date

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on which there ceases to be any Revolving LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Revolving Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees under this paragraph (collectively, “Revolving LC Fees”) accrued through and including the last day of March, June, September and December of each calendar year during the Revolving Credit Commitment Period shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate and any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand therefor. All Revolving LC Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) Borrower agrees to pay (i) in addition to the fees payable to the LC Facility Lenders pursuant to Section 2.21(b), to the Administrative Agent for the ratable account of the LC Facility Lenders a participation fee accruing at a per annum rate equal to the Applicable Margin for LC Facility Deposits on the average daily amount of the Total LC Facility Deposit during the period from and including the Closing Date to but excluding the date on which the LC Facility Deposits are returned to the LC Facility Lenders, and (ii) to the LC Facility Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Facility LC Exposure or such lesser amount as shall be agreed to by the LC Facility Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Facility LC Disbursements, which shall accrue interest pursuant to Section 2.06(j)) resulting from Letters of Credit issued by the LC Facility Issuing Bank during the period from and including the Closing Date to but excluding the later of the last day of the LC Facility Availability Period and the date on which there ceases to be any LC Facility LC Exposure, as well as the LC Facility Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees under this paragraph (collectively, the “LC Facility LC Fees”) accrued through and including the last day of March, June, September and December of each calendar year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the LC Facility Deposits are returned to the LC Facility Lenders and any such fees accruing after the date on which the LC Facility Deposits are returned to the LC Facility Lenders shall be payable on demand. Any other fees payable to the LC Facility Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All LC Facility LC Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(d) Borrower agrees to pay to the Administrative Agent the administrative fee set forth in the Fee Letter (the “Agent Fees”).

(e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution. Once paid, none of the Fees shall be refundable (unless there was an error in the computation thereof).

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SECTION 2.11. Termination or Reduction of Commitments or LC Facility Deposits.

(a) Unless previously terminated, the Term Commitments shall terminate on the Closing Date after the Term Loans are made on such date.

(b) Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. Borrower shall have the right, upon one Business Day’s notice to the Administrative Agent, to terminate or, from time to time, reduce the amount of the Revolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1.0 million and (ii) no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any repayments of the Loans made on the effective date thereof, the Aggregate Revolving Credit Exposure then outstanding would exceed the Total Revolving Credit Commitment then in effect.

(c) Borrower may at any time or from time to time, upon 30 days’ prior notice, direct the Administrative Agent to reduce the Total LC Facility Deposit; provided that (i) each reduction of the LC Facility Deposits shall be in an amount that is an integral multiple of $1.0 million and (ii) the LC Facility Deposits shall not be reduced to the extent that, after giving effect to such reduction, the aggregate LC Facility LC Exposure would exceed the Total LC Facility Deposit. In the event the Total LC Facility Deposit shall be reduced as provided in the preceding sentence, the Administrative Agent will return the amount in the Credit-Linked Deposit Account in excess of the reduced Total LC Facility Deposit to the LC Facility Lenders, ratably in accordance with their Commitment Percentages of the Total LC Facility Deposit (as determined immediately prior to such reduction).

(d) If (x) any LC Facility Letter of Credit remains outstanding on the LC Facility Maturity Date or (y) pursuant to Section 2.05(e), the Total LC Facility Deposit is reduced to an amount than is less than the aggregate LC Facility LC Exposure, Borrower will deposit with the Administrative Agent, in accordance with Section 2.06(j), an amount in cash equal to 105% of the aggregate undrawn amount of all outstanding LC Facility Letters of Credit in the case of clause (x) and of the amount by which the aggregate LC Facility LC Exposure exceeds the Total LC Facility Deposit, in either case, to secure Borrower’s reimbursement obligations with respect to any drawings that may occur. Subject only to Borrower’s compliance with its obligations under the preceding sentence, any amount of the LC Facility Deposits in the Credit-Linked Deposit Account will be returned to the LC Facility Lenders on the LC Facility Maturity Date.

SECTION 2.12. Inability to Determine Interest Rate; Unavailability of Deposits; Inadequacy of Interest Rate. If prior to 11:00 a.m., London time, two Business Days before the first day of any Interest Period, including an initial Interest Period, for a requested Eurodollar Borrowing:

(i) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting the relevant market generally, adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Eurodollar Borrowing for such Interest Period, or

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(ii) the Administrative Agent shall have received notice from a majority in interest of the Lenders of the applicable Class that the Adjusted LIBO Rate determined or to be determined for such Interest Period for such Eurodollar Borrowing will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

then the Administrative Agent shall give telecopy or telephonic notice thereof to Borrower and the Lenders by 12:00 noon, New York City time, on the same day. The Administrative Agent shall give telecopy or telephonic notice to Borrower and the Lenders as soon as practicable after the circumstances giving rise to such notice no longer exist, and until such notice has been given, any affected Eurodollar Loans shall not be (x) converted or continued pursuant to Section 2.03 or (y) made pursuant to a Borrowing Request, and shall be continued or made as ABR Loans, as the case may be.

SECTION 2.13. Pro Rata Treatment and Payments; Proceeds of Collateral.

(a) Each reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders of the applicable Class. Each payment (including each prepayment) by Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by Borrower to be applied to a particular Eurodollar Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders of the applicable Class. All payments (including prepayments) to be made by Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 11:00 a.m., New York time, on the due date thereof to the Administrative Agent, for the account of the Lenders of the applicable Class, at the Administrative Agent’s New York office specified in Section 9.01 in the currency in which the applicable obligation is denominated and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to any payment accruing interest or any fee or other amount accruing at a per annum rate, interest thereon or such fee or other amount, as applicable, shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

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(b) Subject to Section 2.12, unless the Administrative Agent shall have been notified in writing by any Lender prior to a Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s share of such Borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Revolving Loans hereunder, on demand, from Borrower, but without prejudice to any right or claim that Borrower may have against such Lender.

(c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(d) All Proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies, together with any other moneys then held by the Collateral Agent in the Collateral Account, shall, to the extent available for distribution (it being understood that the Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 2.13(d)), be distributed by the Collateral Agent on each Distribution Date in the following order of priority:

First: to the Collateral Agent for any unpaid Collateral Agent fees and expenses (including, the payment of the costs and expenses, fees, commissions and taxes relating to such sale, collection or other realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under the Credit Agreement from and after the date such amount is due, owing or unpaid until paid in full);

Second: without duplication of amounts applied pursuant to clause First above, to any other Secured Party which has theretofore advanced or paid any Collateral Agent

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fees and expenses constituting administrative expenses allowable under Section 503(b) of the U.S. Bankruptcy Law, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Agent fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date;

Third: without duplication of the amounts applied pursuant to clause First and Second above, to any Secured Party which has theretofore advanced or paid any Collateral Agent fees and expenses other than such administrative expenses, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Agent fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date;

Fourth: without duplication of the amounts applied pursuant to clauses First, Second and Third above, to the Secured Parties that are Lenders or Hedging Exchangers, interest and other amounts constituting Secured Obligations (other than principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due or owing; and

Fifth: without duplication of the amounts applied pursuant to clauses First, Second, Third and Fourth above, to the Secured Parties that are Lenders or Hedging Exchangers, principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations then due, owing or unpaid until paid in full, in each case equally and ratably in accordance with the respective amounts thereof then due or owing; and

Sixth: without duplication of the amounts applied pursuant to clauses First, Second, Third, Fourth and Fifth above, any surplus then remaining shall be paid to the Loan Parties or their successors or assigns or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Fifth of this Section 2.13(d), the Loan Parties shall remain liable for any deficiency.

(e) The term “unpaid” as used in clause Third of Section 2.13(d) above refers:

(i) in the absence of a bankruptcy proceeding with respect to the relevant Loan Parties, to all amounts of the relevant Obligations outstanding as of a Distribution Date, and

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(ii) during the pendency of a bankruptcy proceeding with respect to the relevant Loan Parties, to all amounts allowed by the bankruptcy court in respect of the relevant Obligations as a basis for distribution (including estimated amounts, if any, allowed in respect of contingent claims), to the extent that prior distributions have not been made in respect thereof.

SECTION 2.14. Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law, or in the interpretation or application thereof, shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (i) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall forthwith be suspended until such time as the making or maintaining of Eurodollar Loans shall no longer be unlawful, and (ii) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law.

SECTION 2.15. Requirements of Law.

(a) If at any time any Lender, the Issuing Bank or the LC Facility Issuing Bank determines that the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order (other than any change by way of imposition or increase of reserve requirements included in determining the Adjusted LIBO Rate) or the compliance by such Lender, the Issuing Bank or the LC Facility Issuing Bank with any guideline, request or directive from any central bank or other Governmental Authority (whether or not having the force of law), shall have the effect of increasing the cost to such Lender or the Issuing Bank for agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in, issuing or maintaining any Letter of Credit or any LC Facility Deposit (including any tax other than Indemnified or Other Taxes or Excluded Taxes covered by Section 2.16, which shall be governed exclusively by such section), then Borrower shall from time to time, within five days of demand therefor by such Lender, the Issuing Bank or the LC Facility Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, the Issuing Bank or the LC Facility Issuing Bank additional amounts sufficient to compensate such Lender, the Issuing Bank or the LC Facility Issuing Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower and the Administrative Agent by such Lender, the Issuing Bank or the LC Facility Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error. Such Lender, the Issuing Bank or the LC Facility Issuing Bank, as applicable, shall promptly notify the Administrative Agent and Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender, the Issuing Bank or the LC Facility Issuing Bank, as applicable, for such increased cost or reduced amount. Such additional amounts shall be payable directly to such Lender, the Issuing Bank or the LC Facility Issuing Bank, as applicable, within five days of Borrower’s receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on Borrower.

(b) If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request

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(whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority after the date hereof affects or would affect the amount of capital required or expected to be maintained by any Lender, the Issuing Bank or the LC Facility Issuing Bank (or a holding company controlling such Lender, the Issuing Bank or the LC Facility Issuing Bank) and such Lender, the Issuing Bank or the LC Facility Issuing Bank determines (in its sole and absolute discretion) that the rate of return on its capital (or the capital of its holding company, as the case may be) as a consequence of its Revolving Credit Commitment or the Loans made by it or its participations in Swingline Loans or any issuance, participation or maintenance of Letters of Credit is reduced to a level below that which such Lender, the Issuing Bank or the LC Facility Issuing Bank (or its holding company) could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by such Lender, the Issuing Bank or the LC Facility Issuing Bank to Borrower, Borrower shall immediately pay directly to such Lender, the Issuing Bank or the LC Facility Issuing Bank, as the case may be, additional amounts sufficient to compensate such Lender, the Issuing Bank or the LC Facility Issuing Bank (or its holding company) for such reduction in rate of return. A statement of such Lender, the Issuing Bank or the LC Facility Issuing Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on Borrower. In determining such amount, such Lender, the Issuing Bank or the LC Facility Issuing Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

(c) In the event that the Issuing Bank, any Lender or the LC Facility Issuing Bank determines that any event or circumstance that will lead to a claim under this Section 2.15 has occurred or will occur, the Issuing Bank, such Lender or the LC Facility Issuing Bank will use its best efforts to so notify Borrower; provided that Borrower shall not be required to compensate any Lender or LC Facility Issuing Bank pursuant to this Section 2.15 for any amounts incurred more than 120 days prior to the date such Lender or LC Facility Issuing Bank notifies Borrower of such claim; provided that any failure to provide such notice shall in no way impair the rights of the Issuing Bank, such Lender or the LC Facility Issuing Bank to demand and receive compensation under this Section 2.15, but without prejudice to any claims of Borrower for compensation for actual damages sustained as a result of any failure to observe this undertaking.

SECTION 2.16. Taxes.

(a) Except as provided in this Section 2.16, all payments by the Loan Parties of principal of, and interest on, the Loans and all other amounts payable hereunder or under any other Loan Document shall be made without setoff, counterclaim or other defense, free and clear of, and without deduction or withholding for, any and all Taxes imposed on any Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender (or any assignee of such Lender, the LC Facility Issuing Bank or such Issuing Bank, as the case may be, or a Participant or a change in designation of the lending office of a Lender, the LC Facility Issuing Bank, or an Issuing Bank, as the case may be (a “Transferee”) or any successor Agent), but excluding Excluded Taxes (such non-excluded items being called “Indemnified Taxes”) unless required by applicable law. In the event that any withholding or deduction from any payment to be made by the Loan Parties hereunder or under any other Loan Document is required in respect of any Indemnified Taxes pursuant to applicable law, then the Loan Parties will:

(i) timely pay directly to the relevant authority in accordance with applicable law the full amount required to be so withheld or deducted;

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(ii) promptly forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authority; and

(iii) pay to the Administrative Agent for the account of the Lenders, the LC Facility Issuing Bank or the Issuing Banks or Transferees, as the case may be, such additional amount or amounts as are necessary to ensure that the net amount actually received by each Lender or the Issuing Banks or Transferees, as the case may be, will equal the full amount such Lender, the LC Facility Issuing Bank or such Issuing Bank or Transferees, as the case may be, would have received had no such withholding or deduction (including any withholding or deduction applicable to additional amounts payable under this Section 2.16) been required.

(b) The Loan Parties agree to timely pay any and all present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies (including interest, fines and penalties in addition to tax) arising from any payment made under any Loan Document or from the execution, delivery, registration or enforcement of, or otherwise with respect to, any Loan Document (“Other Taxes”).

(c) If any Indemnified Taxes or Other Taxes are directly asserted against any Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender or Transferee with respect to any payment received by any Agent, any Issuing Bank, the LC Facility Issuing Bank or such Lender or Transferee hereunder or under any other Loan Document, such Agent, such Issuing Bank, the LC Facility Issuing Bank or such Lender or Transferee, upon written request showing in reasonable detail the basis and amount of such Indemnified Taxes or Other Taxes, Borrower shall promptly indemnify and hold harmless such party from all Indemnified Taxes or Other Taxes, whether or not such Indemnified or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, including any Indemnified Taxes or Other Taxes imposed by virtue of such indemnification or by virtue of the failure of the Borrower to provide the required receipts or other required documentary evidence, and all expenses reasonably related to the foregoing.

(d) (i) Each Lender or Transferee, each Agent, each Issuing Bank and each LC Facility Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (each, a “Non-U.S. Lender”) shall, on or prior to the Closing Date (in the case of each Non-U.S. Lender that is a party hereto on the Closing Date) or on or prior to the date of any assignment, participation or change in the designated lending office hereunder, or on or prior to the date a New Revolving Lender becomes a party to this Agreement (in the case of a Non-U.S. Lender that is a Transferee or a New Revolving Lender) or in the case of a Non-U.S. Lender that is a successor Agent, on or prior to the date such successor Agent becomes an Agent hereunder, execute and deliver, if legally able to do so, to Borrower and the Administrative Agent (A) two accurate and complete original signed copies of United States Internal Revenue Service Forms W-8ECI or W-8BEN or such other forms or documents (or successor forms or documents), appropriately completed, as may be applicable

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to establish the extent, if any, to which a payment to such Non-U.S. Lender is exempt from or entitled to a reduced rate of withholding or deduction of Taxes or (B) in the case of a Non-U.S. Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” (x) a certificate, in substantially the form of Exhibit M, or any other form approved by the Administrative Agent (any such certificate a “Section 2.16(d) Certificate”) to the effect that such Non-U.S. Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from United States federal withholding tax on all payments by the Borrower under this Agreement and under any Note or under any other Loan Document. In addition, each Non-U.S. Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect or if reasonably requested by Borrower or the Administrative Agent, it will, to the extent legally able to do so, deliver to Borrower and the Administrative Agent two new accurate and complete original signed copies of United States Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 2.16(d) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Non-U.S. Lender to a continued exemption from or reduction in United States federal withholding tax with respect to payments under the Loan Documents.

(ii) Each Lender or Transferee, each Agent, each Issuing Bank and each LC Facility Issuing Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (each, a “U.S. Lender”) and has not otherwise established to the reasonable satisfaction of the Borrower and the Administrative Agent that it is an exempt recipient (as defined in section 6049(b)(4) of the Code and the United States Treasury Regulations thereunder) shall, on or prior to the Closing Date (in the case of each U.S. Lender that is a party hereto on the Closing Date) or on or prior to the date of any assignment, participation or change in the designated lending office hereunder, or on or prior to the date a New Revolving Lender becomes a party to this Agreement (in the case of a Transferee or a New Revolving Lender), or on or prior to the date a successor Agent becomes an Agent hereunder (in the case of a successor Agent) execute and deliver to Borrower and the Administrative Agent two accurate and complete original signed copies of United States Internal Revenue Service Forms W-9 (or successor forms or documents), appropriately completed to establish a complete exemption from United States backup withholding tax with respect to payments to be made under this Agreement and under any Note and under any other Loan Document. In addition, each U.S. Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect or if reasonably requested by Borrower or the Administrative Agent, it will deliver to Borrower and the Administrative Agent two new accurate and complete original signed copies of United States Internal Revenue Service Form W-9, and such other forms as may be required in order to confirm or establish the entitlement of such U.S. Lender to a continued complete exemption from United States backup withholding tax with respect to payments under the Loan Documents. Notwithstanding any other provision of this paragraph, a U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such U.S. Lender is not legally able to deliver.

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(e) With respect to obligations under this Agreement other than those specified in the immediately following sentence, no Loan Party shall be required to indemnify or to pay any additional amounts to any Issuing Bank, the LC Facility Issuing Bank, any Lender or Transferee or any Agent with respect to any Indemnified Taxes that are United States Federal withholding taxes to the extent that (i) any obligation to withhold, deduct or pay amounts with respect to such Indemnified Tax existed on the date such Issuing Bank, the LC Facility Issuing Bank, such Lender or Transferee or such Agent, became a party to this Agreement or otherwise becomes a Transferee or otherwise becomes a successor Agent, except to the extent that such Person (or its assignor) was previously entitled to receive indemnification or additional amounts from a Loan Party with respect to any such Indemnified Tax under the provisions hereunder, or (ii) such Indemnified Taxes arise because such Issuing Bank, such LC Facility Issuing Bank, such Lender or Transferee or such Agent fails to provide any forms or certificates required by the provisions of Section 2.16(d) that such Person is legally able to provide. Notwithstanding anything to the contrary, it is understood and agreed, for the avoidance of doubt, that the obligation of the Loan Parties to indemnify for Indemnified Taxes and to pay additional amounts under this Section 2.16 shall apply with respect to any and all Indemnified Taxes imposed on or with respect to each Issuing Bank, the LC Facility Issuing Bank, and each Lender and Transferee and each Agent as a result of a change in law, including treaties, or regulation or a change in the interpretation or application thereof by any Governmental Authority having jurisdiction over such Person occurring after the time such Person becomes a party to this Agreement.

(f) In the event that any Issuing Bank, the LC Facility Issuing Bank or any Lender or Transferee or any Agent determines that any event or circumstance that will lead to a claim by it under this Section 2.16 has occurred or will occur, such Issuing Bank, the LC Facility Issuing Bank or such Lender or Transferee or such Agent will use commercially reasonable efforts to so notify Borrowers; provided that any failure to provide such notice shall in no way impair the rights of any Issuing Bank, the LC Facility Issuing Bank or any Lender or Transferee or any Agent to demand and receive compensation under this Section 2.16.

(g) If a Loan Party pays any additional amount or makes an indemnity payment under this Section 2.16 to any Issuing Bank, the LC Facility Issuing Bank, any Lender or Transferee or any Agent or any successor Agent, and such Person determines in its sole good faith discretion that it has actually received or realized in connection therewith any refund of the Indemnified Tax, such Person shall pay to such Loan Party an amount equal to such refund which was obtained by such Person (net all out-of-pocket expenses (including taxes) of any Issuing Bank, the LC Facility Issuing Bank or any Lender or Transferee or Agent); provided, however, that, in no event will any Issuing Bank, the LC Facility Issuing Bank or any Lender or Transferee or Agent be required to pay any amount to the Borrower the payment of which would place such Issuing Bank, the LC Facility Issuing Bank or any Lender or Transferee or Agent in a less favorable net after-tax position than such Issuing Bank, the LC Facility Issuing Bank or any Lender or Transferee or Agent would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid; and provided further, that the Borrower, upon the request of any Issuing Bank, the LC Facility Issuing Bank or any Lender or Transferee or Agent, agrees to repay the amount paid over to the Borrower to any Issuing

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Bank, the LC Facility Issuing Bank or any Lender or Transferee or Agent in the event any Issuing Bank, the LC Facility Issuing Bank or any Lender or Transferee or Agent is required to repay such refund, plus interest and penalties (excluding interest and penalties attributable to the negligence or willful misconduct of the Lender). This paragraph shall not be construed to require any Issuing Bank, the LC Facility Issuing Bank or any Lender or Transferee or Agent to disclose any confidential information to the Borrower or any other Person (including its tax returns).

(h) The agreements in this Section 2.16 shall survive the termination of the Loan Documents and the payment of the Loans and all other amounts payable thereunder.

SECTION 2.17. Indemnity. In the event any Lender shall incur any loss or expense (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a Eurodollar Loan) as a result of any conversion of a Eurodollar Loan to an ABR Loan or repayment or prepayment of the principal amount of any Eurodollar Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.04, 2.05, 2.07, 2.14, 2.15 or 2.20 or otherwise, or any failure to borrow or convert any Eurodollar Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a condition to such Borrowing or otherwise, then, upon the written notice of such Lender to Borrower (with a copy to the Administrative Agent), Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on Borrower.

SECTION 2.18. Change of Lending Office. Each Lender (or Transferee) agrees that, upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15 or 2.16 with respect to such Lender (or Transferee), it will, if requested by Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender (or Transferee)) to designate another lending office for any Loans or LC Facility Deposits affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its respective lending offices to suffer no material economic, legal or regulatory disadvantage; provided, further, that nothing in this Section 2.18 shall affect or postpone any of the obligations of Borrower or the rights of any Lender (or Transferee) pursuant to Sections 2.14, 2.15 and 2.16.

SECTION 2.19. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loans or participations in LC Disbursements which at the time shall be due and payable as a result of which the unpaid principal portion of its Loans and participations in LC Disbursements which at the time shall be due and payable shall be proportionately less than the unpaid principal portion of such Loans and participations in LC Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such

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other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in such Loans and participations in LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of such Loans and participations in LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and participations in LC Disbursements as prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.19 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or an LC Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by Borrower to such Lender by reason thereof as fully as if the Lender were a direct creditor directly to Borrower in the amount of such participation.

SECTION 2.20. Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or Borrower shall be required to make additional payments or indemnity payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”); then, with respect to each such Increased Cost Lender, Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Increased Cost Lender and the Administrative Agent, to replace such Increased Cost Lender with an assignee (in accordance with and subject to the restrictions and requirements contained in Section 9.04) approved by the Administrative Agent, and, in the case of any Increased Cost Lender with a Revolving Credit Commitment, also approved by the Issuing Bank and the Swingline Lender, and in the case of any Increased Cost Lender with an LC Facility Participation, also approved by the LC Facility Issuing Bank (which approval shall not be unreasonably withheld), and such Increased Cost Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee, and the Administrative Agent shall record such assignment in the Register; provided, however, that no Increased Cost Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or Borrower shall pay to the affected Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment, or applicable claim, on the Loans made by such Increased Cost Lender, participations in LC Disbursements and Swingline Loans held by such Increased Cost Lender and any LC Facility Deposits by such Increased Cost Lender and all commitment fees and other fees owed to such Increased Cost Lender hereunder and all other amounts accrued for such Increased Cost Lender’s account or owed to it hereunder (including any Commitment Fees).

SECTION 2.21. Deposit Account.

(a) On the Closing Date, each LC Facility Lender shall pay to the Administrative Agent for deposit in the Credit-Linked Deposit Account an amount equal to its LC Facility Deposit. The LC Facility Deposits shall be held by the Administrative Agent in the Credit-Linked Deposit Account, and no party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to

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the LC Facility Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each LC Facility Lender in respect of its participation in LC Facility Letters of Credit or otherwise as provided in this Agreement shall be satisfied in full upon the funding of its LC Facility Deposit in the amount set forth on Schedule 2.01.

(b) Each of the Administrative Agent, the LC Facility Issuing Bank and each LC Facility Lender hereby acknowledges and agrees that each LC Facility Lender is funding its LC Facility Deposit to the Administrative Agent for application in the manner contemplated by Section 2.06 and that the Administrative Agent has agreed to invest the LC Facility Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time to time (as they may be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked Deposit Account pursuant to the other provisions of this Agreement) at the Adjusted LIBO Rate for the Interest Period in effect for the LC Facility Deposits at such time less 15 basis points (as such rate may be adjusted from time to time by the Administrative Agent, acting in consultation with the LC Facility Lenders, as a result of market conditions and the timing and frequency of any withdrawals which are made from the Credit-Linked Deposit Account pursuant to Sections 2.06 and 2.11 and this Section 2.21 (such amount, the “Cost Amount”)). Such interest will be paid to the LC Facility Lenders by the Administrative Agent at the applicable Adjusted LIBO Rate for an Interest Period of (x) until the date which is 4 weeks following the Closing Date, 1 week, or at the Administrative Agent’s election 1 month, and (y) at all times thereafter, 1 month (or at an amount determined in accordance with paragraph (f) below, if applicable), payable monthly in arrears. In addition to the foregoing payments by the Administrative Agent, Borrower agrees to make payments to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.10(c) (and together with the payment of such fees) in an amount equal to the Cost Amount.

(c) In the event funds from the Credit-Linked Deposit Account are withdrawn by the Administrative Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Disbursement with respect to any LC Facility Letter of Credit, Borrower shall have the right, at any time prior to the LC Facility Maturity Date, to pay over to the Administrative Agent in reimbursement thereof an amount equal to the amount so withdrawn for deposit in the Credit-Linked Deposit Account. In the event that any reimbursement shall be due to the LC Facility Issuing Bank under Section 2.06(e) on a day other than the last day of an Interest Period in effect for the LC Facility Deposits, the Administrative Agent shall have the right, but not the obligation, to advance its own funds to cover the amount due to the LC Facility Issuing Bank, in which case (x) title to an amount of the LC Facility Deposits equal to the amount so advanced by the Administrative Agent (together with the interest accruing thereon) shall automatically be transferred to the Administrative Agent, which shall reimburse itself for the amount advanced by it through the liquidation of such amounts from the Credit-Linked Deposit Account at the end of the applicable Interest Period, and (y) Borrower shall pay to the Administrative Agent, upon the Administrative Agent’s request therefor, the amount, if any, by which the Administrative Agent’s cost of funds for the period from the date of such reimbursement of the LC Facility Issuing Bank through the end of the applicable Interest Period, as determined by the Administrative Agent (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to Borrower, shall exceed the interest accrued on a like amount of the LC Facility Deposits at the Adjusted LIBO Rate for such Interest Period. In the event Borrower shall fail to pay any amount due under clause (y) of the preceding sentence, the interest payable by the Administrative Agent

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to the LC Facility Lenders on their LC Facility Deposits under Section 2.21(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Commitment Percentages, to the rights of the Administrative Agent with respect to such amount. If any LC Disbursement reimbursement that has been funded from the LC Facility Deposits shall be reimbursed by Borrower on a day other than on the last day of an Interest Period applicable to the LC Facility Deposits, the Administrative Agent shall invest the amount so reimbursed in overnight or short-term cash equivalent investments until the end of the Interest Period at the time in effect and Borrower shall pay to the Administrative Agent, upon the Administrative Agent’s request therefor, the amount, if any, by which the interest accrued on a like amount of the LC Facility Deposits at the Adjusted LIBO Rate for the Interest Period in effect therefor shall exceed the interest earned through the investment of the amount so reimbursed for the period from the date of such reimbursement through the end of the applicable Interest Period, as determined by the Administrative Agent (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to Borrower. In the event Borrower shall fail to pay any amount due under this paragraph, the interest payable by the Administrative Agent to the LC Facility Lenders on their LC Facility Deposits under Section 2.08(c) above shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their Commitment Percentages, to the rights of the Administrative Agent with respect to such amount.

(d) Neither Borrower nor any other Loan Party shall have any right, title or interest in or to the LC Facility Deposits or any obligations with respect thereto (including any obligation to pay interest at the Adjusted LIBO Rate) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to unreimbursed draws on Letters of Credit as provided in Section 2.06), it being acknowledged and agreed by the parties hereto that the making of the LC Facility Deposits by the LC Facility Lenders, the provisions of this Section 2.21 and the application of the LC Facility Deposits in the manner contemplated by Section 2.06(e) constitute agreements among the Administrative Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the funding obligations of each LC Facility Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to Borrower. Notwithstanding anything in the preceding sentence to the contrary, each Loan Party shall be deemed to have granted to the Collateral Agent, as of the Closing Date, for the sole and exclusive benefit of the LC Facility Issuing Bank and the LC Facility Lenders, a first priority security interest in and lien upon the LC Facility Deposits and all funds invested therein.

(e) Provided that Borrower has complied with Section 2.11(d), the Administrative Agent shall return any remaining LC Facility Deposits to the LC Facility Lenders on the LC Facility Maturity Date.

(f) If the Administrative Agent is advised by Citibank that it is not offering U.S. dollar deposits (in the applicable amounts) in the London interbank market, or the Administrative Agent determines that adequate and fair means do not otherwise exist for ascertaining the Adjusted LIBO Rate for the LC Facility Deposits (or any part thereof), then the LC Facility Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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SECTION 2.22. Increase in LC Facility.

(a) New Commitments. At any time following the completion of the syndication of the credit facilities provided herein (as reasonably determined by the Joint Lead Arrangers) and at least six months prior to the LC Facility Maturity Date, Borrower may by written notice to the Administrative Agent elect to request an increase to the Total LC Facility Deposit (any such increase, the “New LC Facility Deposits”), in an amount of $5.0 million or an integral multiple of $1.0 million in excess thereof, but not in an amount greater than $10.0 million in the aggregate during the term of the Agreement. In connection with the New LC Facility Deposits, Borrower may, but shall not be required to, increase the LC Facility LC Fees with respect to the LC Facility Deposits (which increase shall also be applicable to LC Facility Deposits previously deposited). Such notice shall (A) specify the date (an “Increased Amount Date”) on which Borrower proposes that the New LC Facility Deposits be made, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) if applicable, specify any increase in the LC Facility LC Fees. Borrower shall also notify the Administrative Agent in writing of the identity of each existing LC Facility Lender or other financial institution acceptable to the Administrative Agent (each such LC Facility Lender or financial institution, a “New LC Facility Lender”) to whom the New LC Facility Deposits have been allocated and the amounts of such allocations. Such New LC Facility Deposits shall become effective as of such Increased Amount Date; provided that (1) no Default shall exist on such Increased Amount Date before or after giving effect to such New LC Facility Deposits, (2) the Administrative Agent does not object to any New LC Facility Lender and (3) such increase in the Total LC Facility Deposit shall be evidenced by (x) one or more joinder agreements executed and delivered to the Administrative Agent by each New LC Facility Lender and (y) one or more confirmations by each existing LC Facility Lender providing a portion of the New LC Facility Deposit, in each case in a form acceptable to the Administrative Agent and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.16(d).

(b) On the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions set forth in Section 2.22(a), (i) as directed by the Administrative Agent, each of the existing LC Facility Lenders shall be deemed to have assigned to each of the New LC Facility Lenders, and each of the New LC Facility Lenders shall be deemed to have purchased from each of the existing LC Facility Lenders, at a price equal to the principal amount thereof, participations in LC Facility Letters of Credit being held by existing LC Facility Lenders so that after giving effect to all such assignments and purchases, the New LC Facility Lenders and existing LC Facility Lenders hold participations ratably in accordance with their LC Facility Commitment Percentage after giving effect to the addition of such New LC Facility Deposits to the existing LC Facility Deposits, (ii) each New LC Facility Deposit shall be deemed for all purposes a LC Facility Deposit, (iii) each existing LC Facility Lender and New LC Facility Lender shall make an LC Facility Deposit on the Increased Amount Date in a principal amount equal to the amount by which such LC Facility Lender’s or New LC Facility Lender’s, as applicable, LC Facility Deposit (after giving effect to clause (i) above) exceeds such New LC Facility Lender’s or LC Facility Lender’s, as applicable, Commitment Percentage and (iv) each New LC Facility Lender shall become an LC Facility Lender for all purposes under this Agreement.

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(c) The Administrative Agent shall notify the Lenders promptly upon receipt of Borrower’s notice of the Increased Amount Date and shall specify whether any change has occurred in the LC Facility LC Fees for LC Facility Deposits.

(d) Nothing in this Section 2.22 shall obligate any existing LC Facility Lender to provide any portion of any New LC Facility Deposit unless such existing Lender shall have confirmed its New LC Facility Deposit pursuant to clause (3)(y) of the proviso of the last sentence of Section 2.22(a) hereof.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders, the Issuing Bank and the Administrative Agent to enter into this Agreement and to extend credit hereunder and under the other Loan Documents and to make the LC Facility Deposits, Borrower makes the representations and warranties set forth in this Article III on the date hereof and upon the occurrence of each Credit Event:

SECTION 3.01. Organization, etc. Each of Parent, Borrower and each of its Subsidiaries (a) is a corporation, limited liability company, partnership or other form of legal entity, duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation, formation or organization, as the case may be, (b) has all requisite corporate or other power and authority to carry on its business as now conducted, (c) is duly qualified to do business and is in good standing as a foreign corporation, foreign limited liability company or foreign partnership (or comparable foreign qualification, if applicable, in the case of any other form of legal entity), as the case may be, in each jurisdiction where the nature of its business requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and (d) has full power and authority and holds all requisite material governmental licenses, permits and other approvals to enter into and perform its obligations under this Agreement, each other Loan Document to which it is a party and to own or hold under lease its Property and to conduct its business substantially as currently conducted by it.

SECTION 3.02. Due Authorization, Non-Contravention, etc. The execution, delivery and performance by Borrower of this Agreement and by each Loan Party of each other Loan Document to which it is a party, the borrowing of the Loans, the use of the proceeds thereof and the issuance of the Letters of Credit hereunder are within each Loan Party’s corporate, limited liability company, partnership or comparable powers, as the case may be, have been duly authorized by all necessary corporate, partnership or comparable and, if required, equityholder action, as the case may be, and do not

(a) contravene the Organic Documents or any resolutions of the Board of Directors (or committee thereof), shareholders, members or partners of Parent or any of its Subsidiaries;

(b) contravene any material Requirement of Law binding on or affecting Parent or any of its Subsidiaries;

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(c) violate or result in a default or event of default or an acceleration of any rights or benefits under any material indenture, agreement or other instrument binding upon Parent or any of its Subsidiaries; or

(d) result in, or require the creation or imposition of, any Lien on any assets of Parent or any of its Subsidiaries, other than Liens pursuant to the Security Documents.

SECTION 3.03. Government Approval, Regulation, etc. No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person is required for the due execution, delivery or performance by Borrower of this Agreement or by any Loan Party of any other Loan Document, the borrowing of the Loans, the use of the proceeds thereof, the issuance of Letters of Credit hereunder, nor for the consummation of the Transactions, except such as have been obtained or made and are in full force and effect and except filings and registrations necessary to perfect Liens under the Security Documents. No Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

SECTION 3.04. Validity, etc. This Agreement has been duly executed and delivered by Borrower and upon execution and delivery of the other Loan Documents to which any Loan Party is a party, such Loan Documents will have been duly executed and delivered by such Loan Parties. This Agreement constitutes, and each other Loan Document to which any Loan Party is to be a party will, upon the due execution and delivery thereof and assuming the due execution and delivery of this Agreement by each of the other parties hereto, constitute, the legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable in accordance with the respective terms hereof and thereof, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

SECTION 3.05. Medicare Participation/Accreditation.

(a) Parent and its Domestic Subsidiaries are qualified (to the extent required by their business as currently conducted) to participate as suppliers under the Medicare Regulations and Medicaid Regulations (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”), and the relevant Loan Parties are entitled to reimbursement under the Medicare program for services rendered to qualified Medicare beneficiaries. Parent and its Domestic Subsidiaries comply in all material respects with the conditions of participation in all Government Reimbursement Programs in which any of them participates or has participated. There is no pending or, to Borrower’s best knowledge after due inquiry, threatened proceeding or investigation by any of the Government Reimbursement Programs in which any of them participates or has participated with respect to (i) Parent’s or any of its Domestic Subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which it participates or has participated, (ii) the compliance or non-compliance by Parent or any of its Domestic Subsidiaries with the terms or provisions of any Government Reimbursement Program, or (iii) the right of Parent or any of its Domestic Subsidiaries to receive or retain amounts received

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or due or to become due from any Government Reimbursement Program in which it participates or has participated, which proceeding or investigation, together with all other such proceedings and investigations, could reasonably be expected to have a Material Adverse Effect.

(b) Fraud and Abuse. Neither Parent nor any of its Subsidiaries nor any of their respective officers or directors has, on behalf of Parent or any of its Subsidiaries, knowingly or willfully violated any Medicare Regulations or Medicaid Regulations in any case in any material respect, including but not limited to the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (A) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by any Government Reimbursement Programs or other applicable third-party payers, or (B) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by any Government Reimbursement Programs or other applicable third-party payers.

SECTION 3.06. Financial Information; Projections.

(a) The Lenders have been provided true and complete copies of (i) the consolidated balance sheets of Parent as of June 30, 2004 and 2003, reported on by PricewaterhouseCoopers LLP, independent public accountants, and the related consolidated statements of income, stockholders’ equity and cash flows of Parent for the Fiscal Years ended June 30, 2004, 2003 and 2002 and (ii) the consolidated balance sheet of Parent as of December 31, 2004 and the related statements of income, stockholders’ equity and cash flows of Parent for the six month periods ended December 31, 2004 and 2003. All such financial statements have been prepared in accordance with GAAP consistently applied (except for the absence of full footnote disclosure in the interim financial statements described in clause (ii) and present fairly in all material respects the consolidated financial condition of Parent as of the dates and the results of its operations and cash flows for the periods presented. Except as disclosed on Schedule 3.06(a) or in the financial statements referred to in this Section 3.06(a) (including the notes thereto) or in the Information Memorandum, on the Closing Date (after giving effect to the Transactions), neither Parent nor any of its Subsidiaries has any Indebtedness or contingent liabilities, long-term commitments or unrealized losses.

(b) The Lenders have been provided true and complete copies of the pro forma consolidated balance sheet of each of Parent and Borrower as of December 31, 2004 prepared giving effect to the Transactions as if the Transactions had occurred on such date (the “Pro Forma Balance Sheets”). Such pro forma consolidated balance sheets (i) were prepared in good faith based on assumptions set forth therein, (ii) accurately reflects all adjustments necessary to give effect to the Transactions and (iii) present fairly the pro forma consolidated financial position of Parent or Borrower, as applicable, as of the date on which the balance sheets were prepared, as if the Transactions had occurred on such date.

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(c) The Lenders have been provided copies of projections for each of Parent and Borrower for each Fiscal Year through the Fiscal Year ending June 30, 2011, prepared on a quarterly basis through June 30, 2007 (the “Projections”). The assumptions made in preparing the Projections were reasonable as of the date the Projections were provided to the Lenders and all material assumptions are set forth therein. The Projections present a good faith estimate of the financial information contained therein, it being recognized by the Administrative Agent and the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results will probably differ from the Projections and that the differences may be material.

SECTION 3.07. No Material Adverse Effect. Since June 30, 2004, no event or circumstance has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect.

SECTION 3.08. Litigation. There is no pending or, to Borrower’s knowledge, threatened investigation, litigation, action or proceeding affecting Parent or any of its Subsidiaries, or any of their respective operations, properties, businesses, assets or prospects, or the ability of the parties to consummate the transactions contemplated hereby, which could reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby.

SECTION 3.09. Compliance with Laws and Agreements. Neither Parent nor any of its Subsidiaries has violated, is in violation of or has been given written notice of any violation of any Requirements of Law applicable to it or its Property or any indentures, agreements or other instruments binding upon it or its Property, except for any violations which singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.10. Subsidiaries. Schedule 3.10 sets forth the name of, and the direct or indirect ownership interest in each Subsidiary as of the Closing Date and identifies each Subsidiary that is a Loan Party as of the Closing Date.

SECTION 3.11. Ownership of Properties.

(a) Except where the failure, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Parent and its Subsidiaries have good and marketable title to, or valid leasehold interests in, or easements or other limited property interests in, or are licensed to use, all their material properties and assets (including all Mortgaged Properties), except for minor defects in title that do not interfere with their ability to conduct their business as currently conducted or to utilize such properties and assets for their intended purposes. As of the Closing Date after giving effect to the initial extensions of credit hereunder, all Mortgaged Properties are free and clear of Liens, except for exceptions listed in each title insurance policy insuring the Mortgages on such Mortgaged Properties. All of such other properties are free and clear of Liens, other than Permitted Liens. The property of Parent and its Subsidiaries,

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taken as a whole, (i) is in sufficient operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of Parent and its Subsidiaries as presently conducted.

(b) As of the Closing Date, Schedule 3.11(b) contains a true and complete list of each parcel of Real Property (including each Mortgaged Property) and identifies whether such parcel is (i) owned by Parent or any of its Subsidiaries and (ii) leased, subleased or otherwise occupied or utilized by Parent or any of its Subsidiaries, as lessee.

(c) Parent and its Subsidiaries have complied with all obligations under all leases to which they are a party, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. Parent and its Subsidiaries enjoy peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

(d) Parent and its Subsidiaries own, possess, are licensed or otherwise have the right to use, or could obtain ownership or possession of, on terms not materially adverse to them, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of their business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e) Neither Parent nor any of its Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except in each case as specified on Schedule 3.11(e) or in the lease documents delivered to the Administrative Agent prior to the Closing Date.

(f) None of Parent or any of its Subsidiaries has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Taking or material Destruction affecting all or any portion of its Property. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04.

(g) Parent and its Subsidiaries own or have rights to use all of the Collateral and all rights with respect to any of the foregoing used in, necessary for or material to their businesses as currently conducted. The use by each Loan Party with rights in such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any Person other than such infringement which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To Borrower’s knowledge, no claim has been and remains outstanding that any of Parent’s or any of its Subsidiary’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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SECTION 3.12. Taxes. Parent and its Subsidiaries have timely filed (or had filed on their behalf) all federal and material state and foreign tax returns and reports required by law to have been filed by them and have timely paid all Taxes and governmental charges due and all assessments received, except any such Taxes or charges which are being diligently contested in good faith by appropriate proceedings for which adequate reserves in accordance with GAAP have been set aside on their books or which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no proposed (in writing) or pending Tax assessment, deficiency or audit that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, neither Parent nor any of its Subsidiaries has ever been a party to any understanding or arrangement constituting a “tax shelter” for U.S. tax purposes within the meaning of Section 6111(c), Section 6111(d) (as in effect immediately prior to the American Jobs Creation Act of 2004) or Section 6662(d)(2)(C)(iii) of the Code, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation § 1.6011-4.

SECTION 3.13. Employee Benefits.

(a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Parent and its Subsidiaries are in compliance with the presently applicable provisions of ERISA and the Code with respect to all employee benefits plans (as defined in section 3(3) of ERISA) that are maintained or contributed to by Parent or any of its Subsidiaries, except where non-compliance would not reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Pension Plans by an amount that could reasonably be expected to result in a Material Adverse Effect if such plans are terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each ERISA Entity to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect.

(b) Parent and its Subsidiaries do not maintain or contribute to any plan, program, policy arrangement or agreement with respect to employees (or former employees) employed outside the United States.

SECTION 3.14. Environmental Matters.

(a) Except as set forth on Schedule 3.14(a) and except for such matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect,

(i) All Property owned, leased or operated by Parent or any of its Subsidiaries, and all operations conducted thereon and therefrom, are in compliance with all Environmental Laws.

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(ii) There have been no Releases at, on, under or from any Property now or, to Borrower’s knowledge, previously owned, leased or operated by Parent or any of its Subsidiaries.

(iii) Parent and its Subsidiaries have been issued and are in compliance with all Environmental Permits necessary for their Properties, operations, facilities and businesses and each is in full force and effect and neither Parent nor any of its Subsidiaries has received any notice that any Environment Permit will be suspended, revoked or otherwise modified.

(iv) There are no underground storage tanks, active or abandoned, or related piping, including petroleum storage tanks, or any surface impoundments or disposal areas, on or under any Real Property now or, to Borrower’s knowledge, previously owned, leased or operated by Parent or any of its Subsidiaries.

(v) Neither Parent nor any of its Subsidiaries has arranged for the disposal or treatment or arranged for the transportation for disposal or treatment of any Hazardous Material to any location which is listed or formally proposed for listing on the National Priorities List (“NPL”) promulgated pursuant to CERCLA, on the CERCLIS or on any similar list promulgated by a Governmental Authority or which is the subject of any enforcement actions by any Governmental Authority or of other investigations or Remedial Action which could reasonably be expected to lead to any Environmental Claim against Parent or any of its Subsidiaries.

(vi) There are no polychlorinated biphenyls or friable asbestos present at any Property owned, leased or operated by Parent or any of its Subsidiaries.

(b) Except for such matters that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, there are no pending or written threatened:

(i) Environmental Claims received by Parent or any of its Subsidiaries, or

(ii) claims, complaints, notices or inquiries received by Parent or any of its Subsidiaries regarding Environmental Liability.

(c) Except as set forth on Schedule 3.14(c), no Property now or, to Borrower’s knowledge, previously owned, leased or operated by Parent or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or on any similar list of sites promulgated by a Governmental Authority, which listing or proposed listing could reasonably be expected to result in a Material Adverse Effect.

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(d) There are no existing Liens pursuant to any Environmental Law with respect to any Property or other assets currently owned, or to Borrower’s knowledge, leased or operated by Parent or any of its Subsidiaries.

(e) Neither Parent nor any of its Subsidiaries is currently conducting any Remedial Action which could result in material costs or liability, and neither Parent nor any of its Subsidiaries is subject to, and none of these entities has assumed by contract, agreement or operation of law, any obligation under Environmental Law, except as could not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect.

SECTION 3.15. Regulations U and X. The Loans, the use of the proceeds thereof, this Agreement and the transactions contemplated hereby will not result in a violation of or be inconsistent with any provision of Regulation U or Regulation X.

SECTION 3.16. Disclosure; Accuracy of Information. Parent has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to any of them that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither this Agreement nor any other document, certificate or statement furnished to the Administrative Agent or any Lender by or on behalf of Parent or any of its Subsidiaries in connection herewith (including, without limitation, the Information Memorandum) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein and therein not misleading, in light of the circumstances under which they were made; provided that to the extent this or any such document, certificate or statement (including without limitation the Information Memorandum) was based upon or constitutes a forecast or projection, Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such document, certificate or statement.

SECTION 3.17. Insurance. As of the Closing Date, set forth on Schedule 3.17 is a summary of all insurance policies maintained by Parent and its Subsidiaries, which insurance policies are maintained with financially sound and responsible insurance companies and, with respect to the properties material to the business of Parent and its Subsidiaries shall provide coverage against such casualties and contingencies and of such types and in such amounts as are customary for companies of a similar size engaged in similar businesses in similar locations.

SECTION 3.18. Labor Matters. Except as could not reasonably be expected to have a Material Adverse Effect, (a) there are no strikes, lockouts, work stoppages or slowdowns against Parent or any of its Subsidiaries pending or, to Borrower’s knowledge, threatened; (b) the hours worked by and payments made to employees of Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters; and (c) all payments due from Parent or any of its Subsidiaries, or for which any claim may be made against Parent or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Parent or any such Subsidiary.

SECTION 3.19. Solvency. Immediately following the consummation of the Transactions on the Closing Date and immediately following the making of each Loan and after

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giving effect to the application of the proceeds of such Loans, (i) the fair value of the assets of each of Parent and Borrower (in each case, on an unconsolidated basis and on a consolidated basis with its Subsidiaries), at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the Property of each of Parent and Borrower (in each case, on an unconsolidated basis and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each of Parent and Borrower (in each case, on an unconsolidated basis and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) neither Parent nor Borrower (in either case, on an unconsolidated basis or on a consolidated basis with its Subsidiaries) will have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

SECTION 3.20. Securities. All of the common stock of each of Parent’s Subsidiaries has been duly authorized, issued and delivered and is fully paid, nonassessable and free of preemptive rights that have not been waived. All of the Equity Interests of Borrower are held directly by Parent, free and clear of all Liens other than Liens under the Security Documents. The Equity Interests of each Subsidiary held, directly or indirectly, by Borrower are owned, directly or indirectly, by Borrower free and clear of all Liens other than Liens under the Security Documents. There are not, as of the Closing Date, any existing options, warrants, calls, subscriptions, convertible or exchangeable securities, rights, agreements, commitments or arrangements for any Person to acquire any common stock of Borrower’s Subsidiaries or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any such common stock, except as disclosed in the financial statements delivered pursuant to Sections 5.01(a) and (b) or otherwise disclosed to the Lenders prior to the Closing Date.

SECTION 3.21. Security Documents.

(a) The Pledge Agreement is effective under New York law to create in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties a legal, valid and enforceable security interest in the Securities Collateral (as defined in the Pledge Agreement) and, when such Securities Collateral is delivered to the Collateral Agent, the Lien on such Collateral created by the Pledge Agreement shall constitute under New York law a fully perfected Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Securities Collateral.

(b) (i) Subject to Section 3.21(c), the Security Agreement is effective under New York law to create in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and (ii) (x) when financing statements in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (y) upon the taking of possession or control by the Collateral Agent of any such Collateral in which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Lien on such Collateral created by the Security Agreement shall constitute a

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fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral to the extent such Lien and security interest can be perfected by the filing of a financing statement pursuant to the UCC or by possession or control by the Collateral Agent, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

(c) When the filings described in Section 3.21(b)(ii)(x) above are made and when the Security Agreement (or a summary thereof, including a grant of security interest) is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which a security interest may be perfected by filing such financing statements and filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on patents, patent applications, registered trademarks, trademark applications and registered copyrights acquired by the Loan Parties after the Closing Date), in each case prior and superior in right to any other Person other than with respect to Permitted Liens.

(d) Each Mortgage executed and delivered as of the Closing Date is, and any Mortgage executed and delivered thereafter by the relevant Loan Party will be as of the date each Mortgage is executed and delivered, effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the applicable Secured Parties, a legal, valid and enforceable Lien on and security interest in all of the Loan Parties’ right, title and interest in and to the real property thereunder, and when the Mortgages are filed in the appropriate county offices, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such real property, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to the exceptions listed in each title policy covering such Mortgages.

SECTION 3.22. Anti-Terrorism Laws.

(a) Neither Parent nor any of its Subsidiaries is in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (signed into law on October 26, 2001) (the “USA Patriot Act”).

(b) Neither Parent nor any of its Subsidiaries nor, to Borrower’s knowledge, their brokers or other agents acting or benefiting in any capacity in connection with the Loans is any of the following:

(i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

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(ii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list.

(c) Neither Parent nor any of its Subsidiaries nor, to Borrower’s knowledge, any of their brokers or other agents acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in clause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

SECTION 3.23. Subordination of Senior Subordinated Notes. The Obligations are “Senior Debt,” the Guarantors’ Guarantees of the Obligations are “Guarantor Senior Debt” and the Obligations and the Guarantor’s Guarantee of the Obligations are “Designated Senior Debt,” in each case, within the meaning of the Senior Subordinated Note Documents.

SECTION 3.24. Structural Subordination of Parent Notes. Borrower agrees and acknowledges that (i) the Lenders expressly intend that the Obligations will be structurally senior to the Parent Notes and any other obligations of Parent (other than its Guarantee of the Obligations) and (ii) the Lenders are expressly relying on the separate creditworthiness of Borrower.

ARTICLE IV

CONDITIONS

SECTION 4.01. Closing Date. The obligations of each Lender to make Loans and acquire participations in Letters of Credit, the obligation of each LC Facility Lender to fund its LC Facility Deposit and the obligations of the LC Facility Issuing Bank and each Issuing Bank to issue Letters of Credit, in each case, on the Closing Date are subject, at the time of the making of such Loans, the funding of the LC Facility Deposits or the issuance of such Letters of Credit, to satisfaction of the following conditions on or prior to the Closing Date:

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or

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(ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received counterparts of the Guarantee Agreement signed on behalf of each Guarantor.

(c) The Administrative Agent shall have received from each Loan Party a Closing Certificate, dated the Closing Date and signed on behalf of such Loan Party by a Financial Officer of such Loan Party.

(d) The Administrative Agent shall have received favorable written opinions from (i) Weil, Gotshal & Manges LLP, special counsel to the Loan Parties, (ii) Quarles & Brady Streich Lang LLP, special Arizona counsel to the Loan Parties, (iii) Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, special Tennessee counsel to the Loan Parties and (iv) the General Counsel of the Loan Parties, each addressed to each Agent and the Lenders and dated the Closing Date, substantially in the forms of Exhibits J-1 through J-4, respectively, and otherwise in form and substance satisfactory to the Administrative Agent.

(e) Parent shall have contributed to Borrower (the “Contribution”) (x) all of the Equity Interests of all Subsidiaries directly owned by Parent (other than Borrower) and (y) subject to exceptions satisfactory to the Joint Lead Arrangers, all of its other assets, all on terms and conditions and pursuant to documentation satisfactory in all respects to the Joint Lead Arrangers.

(f) Borrower shall have received $125,000,000 in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Documents shall be in form and substance reasonably satisfactory to the Joint Lead Arrangers. Parent shall have received at least $50,000,000 in gross proceeds from the issuance and sale of the Parent Notes, and the Parent Note Documents shall be in form and substance reasonably satisfactory to the Joint Lead Arrangers.

(g) The Refinancing shall have been consummated in full pursuant to arrangements and documentation reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to the Existing Credit Facility; and the Administrative Agent shall have received such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing the Existing Credit Facility. After giving effect to the Transactions, neither Parent nor any of its Subsidiaries shall have outstanding any Indebtedness or Preferred Stock other than (i) the Loans and other extensions of credit under this Agreement, (ii) the Parent Notes and the Senior Subordinated Notes and (iii) other Indebtedness set forth on Schedule 6.01.

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(h) All corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Loan Documents to occur on or prior to the Closing Date shall be in form and substance reasonably satisfactory to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring down telegrams or facsimiles, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities, all in form and substance reasonably satisfactory to the Administrative Agent.

(i) The Lenders shall have received (i) a certificate of the chief financial officer of Borrower confirming the solvency of Borrower on an unconsolidated basis and Borrower and its Subsidiaries on a consolidated basis, and (ii) a certificate of the chief financial officer of Parent confirming the solvency of Parent on an unconsolidated basis and Parent and its Subsidiaries on a consolidated basis, in each case, after giving effect to the Transactions, each in the form of Exhibit K and reasonably satisfactory to the Administrative Agent.

(j) The Collateral Agent shall have received evidence and be satisfied that the insurance required by Section 5.04 and the Security Documents is in effect in form and substance satisfactory to the Collateral Agent.

(k) The Administrative Agent shall have received all Fees payable to the Administrative Agent or any Lender on or prior to the Closing Date under the Fee Letter and all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP and local counsels) required to be reimbursed or paid by Borrower hereunder or under any other Loan Document.

(l) The Collateral Agent shall have received counterparts of the Security Agreement and Pledge Agreement signed by each Loan Party, in each case, together with the following in form and substance satisfactory to the Collateral Agent:

(i) certificates representing all Pledged Securities, together with executed and undated stock powers and/or assignments in blank;

(ii) certificates of title for Motor Vehicles required to be pledged under the Security Documents shall have been delivered to the Collateral Agent and the Loan Parties shall have retained Corporation Service Company pursuant to agreements reasonably satisfactory to the Joint Lead Arrangers pursuant to which Corporation Service Company will agree to act as agent for the Lenders with respect to the perfection of security interests in the Motor Vehicles required to be pledged under the Security Documents;

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(iii) promissory notes substantially in the form of Exhibit N representing all intercompany Indebtedness between/among Parent or any of its Subsidiaries, together with executed and undated instruments of assignment endorsed in blank;

(iv) appropriate financing statements or comparable documents authorized by (and executed by, to the extent required under applicable law) the appropriate entities in proper form for filing under the provisions of the UCC and applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, in the Collateral Agent’s sole discretion, to grant to the Collateral Agent a perfected Lien on such Collateral, superior and prior to the rights of all third persons other than the holders of Permitted Liens;

(v) UCC, personal property security, judgment and execution, tax lien, bankruptcy and pending lawsuit search reports listing all effective financing statements, registrations or comparable documents which name any applicable Loan Party as debtor and which are filed in those jurisdictions in which any Loan Party is organized, any of such Collateral is located and the jurisdictions in which any applicable Loan Party’s chief executive office or principal place of business is located in the United States, together with copies of such existing financing statements, registrations or other documents and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released or discharged;

(vi) evidence of the preparation for recording or filing, as applicable, of all recordings and filings of each such Security Document, including, without limitation, with the United States Patent and Trademark Office and the United States Copyright Office, and delivery and recordation, if necessary, of such other security and other documents, including UCC-3 termination statements with respect to UCC security filings, financing change statements or other personal property that do not constitute Permitted Liens, as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect, or publish notice of, the Liens created, or purported or intended to be created, by such Security Documents;

(vii) evidence that all other actions reasonably necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests created by the Security Documents have been taken; and

(viii) a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of each Loan Party, together with all attachments contemplated thereby.

(m) The Collateral Agent shall have received the following documents and instruments:

(i) Mortgages encumbering each Mortgaged Property in which the applicable Loan Party holds an ownership or leasehold interest (as indicated on

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Schedule 3.11(b) hereto) in favor of the Collateral Agent, for its benefit and the benefit of the applicable Secured Parties, duly executed and acknowledged by the applicable Loan Party that is the owner or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires, returns or other instruments as shall be required in connection with the recording or filing thereof to create a lien under applicable Requirements of Law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 4.01(d) in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded or registered be effective to create a Lien on such Mortgaged Property as of the date such Mortgage is executed and delivered subject to no other Liens except the exceptions listed in each title policy insuring such Mortgage;

(ii) with respect to each Mortgaged Property, such consents or amendments, in form acceptable to the Collateral Agent, as necessary or required to consummate the transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;

(iii) with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in an amount not less than the amount set forth on Schedule 4.01(m)(iii) (115% of the fair market value thereof), which policies (or marketable commitments having the effect of policies) shall (v) be issued by the Title Company, (w) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably required by the Collateral Agent, (x) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (y) have been supplemented by such endorsements as shall be requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, street address, variable rate, environmental lien, subdivision, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), and (z) contain no exceptions to title other than matters shown as exceptions in each title insurance policy (or marked commitment having the effect of a title insurance policy) insuring a mortgage, reasonably acceptable to the Collateral Agent;

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(iv) with respect to each Mortgaged Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage; provided that the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent;

(v) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called “gap” indemnification) as shall be reasonably required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (iii) above;

(vi) evidence acceptable to the Collateral Agent of payment by the appropriate Loan Party or Subsidiary thereof of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies referred to in subparagraph (iii) above;

(vii) with respect to each Real Property or Mortgaged Property, copies of all material leases or other agreements relating to possessory interests to which any Loan Party or Subsidiary thereof is a party; to the extent any of the foregoing in which any Loan Party is a landlord or sublandlord affect any Mortgaged Property, such agreement shall be subordinate to the Mortgage to be recorded against such Mortgaged Property and otherwise acceptable to the Collateral Agent;

(viii) with respect to each Mortgaged Property, each applicable Loan Party shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Mortgaged Property; and

(ix) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property.

(n) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, including the information described in Section 9.19.

SECTION 4.02. Conditions to Each Credit Event. The agreement of each Lender to make any Loan, or each LC Facility Lender to make its LC Facility Deposit or of the Issuing Bank or the LC Facility Issuing Bank to issue, increase, renew or extend any Letter of

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Credit (such event being called a “Credit Event”) requested to be made by it on any date is subject to the satisfaction of the following conditions (it being understood that a continuation or conversion of any Loans pursuant to Section 2.03 shall not be deemed a Credit Event):

(a) The Administrative Agent shall have received a notice of such Credit Event as required by Section 2.02 or 2.06, as applicable.

(b) The representations and warranties set forth in Article III hereof and in the other Loan Documents shall be true and correct in all material respects with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that that any representation and warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects.

(c) At the time of and immediately after giving effect to such Credit Event, no Default shall have occurred and be continuing.

Each Credit Event shall be deemed to constitute a representation and warranty by Borrower on the date of such Credit Event, as to the matters specified in Sections 4.02(b) and (c).

ARTICLE V

AFFIRMATIVE COVENANTS

Borrower hereby covenants and agrees with the Lenders that on or after the Closing Date and until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder or under any other Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed:

SECTION 5.01. Financial Information, Reports, Notices, etc. The Loan Parties will furnish, or will cause to be furnished, to the Administrative Agent for distribution to each Lender copies of the following financial statements, reports, notices and information:

(a) as soon as available and in any event within 90 days after the end of each Fiscal Year (or such earlier date on which Parent is required to file a Form 10-K under the Exchange Act), a consolidated balance sheet of Parent and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of operations, cash flows and stockholders’ equity for such Fiscal Year, in comparative form with such financial statements as of the end of, and for, the preceding Fiscal Year, and notes thereto (including a note with a consolidating balance sheet and statements of operations and cash flows separating out Parent, Borrower, the Subsidiary Loan Parties and the Subsidiaries that are not Loan Parties), all prepared in accordance with Regulation S-X and accompanied by (i) an opinion of PricewaterhouseCoopers LLP or another independent registered public accounting firm of recognized national standing satisfactory to the Administrative Agent (which opinion shall not have an Impermissible Qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Parent as of the dates and for the periods specified

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in accordance with GAAP, and (ii) a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default under any financial covenant (which certificate may be limited to the extent required by accounting rules or guidelines);

(b) as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year (or such earlier date on which Parent is required to file a Form 10-Q under the Exchange Act), a consolidated balance sheet of Parent and its Subsidiaries as of the end of such Fiscal Quarter and the related consolidated statements of operations, cash flows and stockholders’ equity for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, and notes thereto (including a note with a consolidating balance sheet and statements of operations and cash flows separating out Parent, Borrower, the Subsidiary Loan Parties and the Subsidiaries that are not Loan Parties), all prepared in accordance with Regulation S-X and accompanied by a certificate of a Financial Officer of Parent and Borrower stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Parent as of the dates and for the periods specified in accordance with GAAP;

(c) together with the financial statements described in Section 5.01(a) and (b), a compliance certificate of a Financial Officer of Parent and Borrower, substantially in the form of Exhibit D, containing a computation in reasonable detail of, and showing compliance with, each of the Financial Covenants during the period covered by such financial statements and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officer has not become aware of any Default that has occurred and is continuing, or, if such Financial Officer has become aware of such Default, describing such Default and the steps, if any, being taken to cure it;

(d) as soon as available and in any event no later than 30 days after the commencement of each Fiscal Year, a detailed budget for Parent and Borrower and its Subsidiaries by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations as of the end of and for each Fiscal Quarter during such Fiscal Year) and, promptly when available, any significant revisions of such budgets;

(e) promptly upon receipt thereof, copies of all reports submitted to Borrower or Parent, as applicable, by any independent registered public accounting firm in connection with each annual, interim or special audit of the financial statements of Parent or any of its Subsidiaries, as applicable, including any management letters submitted by such accounting firm to management in connection with their annual audit and management’s responses thereto;

(f) promptly after filing thereof, copies of all reports which Borrower or Parent files with the SEC;

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(g) as soon as possible and in any event within three Business Days after becoming aware of the occurrence of any Default, a statement of a Financial Officer of Borrower setting forth details of such Default and the action which Borrower has taken and proposes to take with respect thereto;

(h) as soon as possible and in any event within five Business Days after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding that could reasonably be expected to have a Material Adverse Effect or that purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and copies of all documentation relating thereto;

(i) promptly upon the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Parent or any of its Subsidiaries in an aggregate amount exceeding $2,000,000, a written notice specifying the nature thereof, what action Parent or any of its Subsidiaries or other ERISA Entity has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor, PBGC or Multiemployer Plan sponsor with respect thereto;

(j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any ERISA Entity with the Internal Revenue Service with respect to each Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any ERISA Entity from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Pension Plan sponsored by Parent or any of its Subsidiaries as the Administrative Agent shall reasonably request;

(k) as soon as possible, notice of any other development that could reasonably be expected to have a Material Adverse Effect; and

(l) such other information respecting the condition or operations, financial or otherwise, of Parent or any of its Subsidiaries as the Administrative Agent may from time to time reasonably request.

SECTION 5.02. Compliance with Laws, etc. The Loan Parties will, and will cause each of their Subsidiaries to, comply in all respects with all applicable laws, rules, regulations and orders, such compliance to include the maintenance and preservation of their and their Subsidiaries’ qualification as a foreign corporation or partnership (or comparable foreign qualification, if applicable, in the case of any other form of legal entity), except where such noncompliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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SECTION 5.03. Maintenance of Properties. Subject to Destruction or a Taking, the Loan Parties will, and will cause each of their Subsidiaries to, maintain, preserve, protect and keep their material Properties in good repair, working order and condition (normal wear and tear excepted), and make necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted; provided that nothing in this Section 5.03 shall prevent any Loan Party or its Subsidiary from discontinuing the operation and maintenance of any of such Properties if such discontinuance is, in the reasonable commercial judgment of such Loan Party, desirable in the conduct of its or their business and could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.04. Insurance. The Loan Parties will, and will cause each of their Subsidiaries to, maintain or cause to be maintained insurance with financially sound and responsible insurance companies with respect to their Properties material to the business of the Loan Parties and their respective Subsidiaries, and in any event with respect to each Mortgaged Property, against such casualties and contingencies and of such types and in such amounts with such deductibles as is comparable to that maintained by other companies of a similar size engaged in similar businesses in similar locations (which insurance shall include, in any event, with respect to each Mortgaged Property, flood insurance to the extent (including with respect to amounts) required in order to comply with law applicable to any Secured Party, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency) and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time). Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.01(a), Borrower shall furnish to the Administrative Agent a reasonably detailed summary of the insurance for property, general liability and all other risks maintained by the Loan Parties and their Subsidiaries and, within 30 days of any material change in such insurance, Borrower shall provide notice thereof to the Administrative Agent.

SECTION 5.05. Books and Records; Visitation Rights. Each Loan Party will, and will cause each of its respective Subsidiaries to, keep books and records which accurately reflect its business affairs in all material respects and material transactions and permit the Administrative Agent and each Lender or any of their respective representatives, at reasonable times and intervals, to visit all of its offices (provided that such visits by any Lender shall be coordinated by the Administrative Agent), to discuss its financial matters with its officers and the independent registered accounting firm and, upon the reasonable request of the Administrative Agent or a Lender, to examine any of its books or other corporate or partnership records.

SECTION 5.06. Environmental Covenant. Each Loan Party will, and will cause each of its respective Subsidiaries to:

(a) use and operate all of its facilities and properties in compliance with all applicable Environmental Laws, which compliance shall include maintaining all Environmental Permits necessary for the operation of the business, and remain in compliance therewith, and generate, store, treat, dispose, use and otherwise handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

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(b) promptly notify the Administrative Agent and provide copies of all Environmental Claims relating to its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any such claims and account for any such actions or proceedings in accordance with GAAP, and keep the Administrative Agent informed of their actions;

(c) in the event of any Hazardous Material or Release or threatened Release of any Hazardous Material on, under or emanating from any Property which is in violation of any Environmental Law or which could reasonably be expected to result in Environmental Liability which violation or Environmental Liability could reasonably be expected to have a Material Adverse Effect, upon discovery thereof, take all necessary steps to initiate and expeditiously complete all investigative, response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws and account for any such actions or proceedings in accordance with GAAP, and keep the Administrative Agent informed of their actions;

(d) at the written request of the Administrative Agent or the Requisite Lenders, which request shall specify in reasonable detail the basis therefor, provide an environmental assessment report concerning any Property now or hereafter owned or leased by such Loan Party or any of its respective Subsidiaries (“Environmental Report”), prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent (i) for any Property now or hereafter owned or leased by a Loan Party or any Subsidiary of a Loan Party and which is subject to a Mortgage in favor of the Administrative Agent or Requisite Lenders, if a Default has occurred and is continuing, or (ii) for any Property now or hereafter owned or leased by a Loan Party or any Subsidiary of a Loan Party and with respect to which the Administrative Agent or the Requisite Lenders reasonably believe (A) the Loan Party or the Property is not in compliance with Environmental Law; (B) there is a Release or threatened Release of Hazardous Material on, at, under or emanating from the Property; or (C) circumstances exist that could reasonably be expected to form the basis of an Environmental Claim against such Loan Party or to result in Environmental Liability, in each case identified in clause (A), (B) or (C) herein, that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Environmental Report shall, as applicable, indicate the presence or absence of Hazardous Materials at, on, or emanating from the Property, and include an estimate of the cost of any potential Remedial Action required by, or any corrective action for failure to comply with, Environmental Law. If any Loan Party fails to provide the requested Environmental Report within 45 days after such request is made, the Administrative Agent may order the same and such Loan Party shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such Property to perform such environmental assessment, provided that the grant of such access shall be subject only to the reasonable contractual rights of tenants and to those

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reasonable and customary restrictions and requirements imposed by a prudent property owner or operator on environmental consultants with regard to reasonable qualifications, insurance and procedures necessary to minimize damage to property, and employee health and safety. The Environmental Report shall be prepared at the Loan Party’s sole cost and expense, whether commissioned by the Loan Party, the Administrative Agent or the Requisite Lenders; and

(e) subject to clause (d) above, provide such non-privileged information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

SECTION 5.07. Information Regarding Collateral.

(a) Each Loan Party will furnish to the Administrative Agent prompt written notice of any change (i) in such Loan Party’s corporate name, (ii) in any Loan Party’s identity or corporate structure, (iii) in any Loan Party’s organizational identification number, if any, or (iv) in any Loan Party’s jurisdiction of organization. Each Loan Party further agrees to give notice to the Collateral Agent within 15 days of any such change.

(b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.01(a), the Loan Parties shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of each Loan Party setting forth the information required pursuant to Sections 1(a), 7, 8, 10, 11, 13, 14, 15 and, if requested by the Administrative Agent, 16 of the Perfection Certificate attached as Annex I to the Security Agreement or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.07.

SECTION 5.08. Existence; Conduct of Business. Each Loan Party will, and will cause each of its respective Subsidiaries to, do or cause to be done, subject to its reasonable business judgment, all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks, industrial designs, business names and trade names and other Intellectual Property material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03; provided, further, that the Loan Parties and their Subsidiaries shall not be required to renew, maintain, preserve or keep in full force and effect any rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks, industrial designs, business names, trade names or other Intellectual Property which are not necessary for the conduct of their business unless failing to do so could reasonably be expected to have a Material Adverse Effect.

SECTION 5.09. Performance of Obligations. Each Loan Party will, and will cause each of its respective Subsidiaries to, perform all of their respective obligations under the terms of each mortgage, indenture, security agreement, other debt instrument and material contract by which they are bound or to which they are a party except for such noncompliance as, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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SECTION 5.10. Casualty and Condemnation. Each Loan Party will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other damage to any Collateral in an amount in excess of $1.0 million or the commencement of any action or proceeding for the Taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding.

SECTION 5.11. Pledge of Additional Collateral. Within 30 days after the acquisition of assets of the type that would have constituted Collateral on the Closing Date pursuant to the Security Documents (the “Additional Collateral”), each Loan Party will take all necessary action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, delivery of certificates of title, or entering into or amending the Security Documents, or in the case of the Equity Interests of a Foreign Subsidiary that is a direct Subsidiary of Borrower or any Domestic Subsidiary, entering into a Non-U.S. Pledge Agreement providing for the Collateral Agent to have an enforceable and perfected security interest in 65% (or if such Subsidiary is a direct Subsidiary of Borrower or a Domestic Subsidiary and a disregarded entity for U.S. Federal tax purposes, 100%) of the Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties a perfected Lien on such Collateral pursuant to and to the full extent required by the Security Documents and this Agreement (including satisfaction of the conditions set forth in Section 4.01(l)). In the event that any Loan Party acquires a fee interest in additional Real Property having a fair market value in excess of $500,000 as determined in good faith by Borrower or Borrower or any Loan Party shall enter into or renew any Real Property lease having a fair market value in excess of $500,000 as determined in good faith by Borrower, Borrower or the appropriate Loan Party, as the case may be, will take such actions and execute such documents as the Collateral Agent shall reasonably require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage encumbering such Real Property for the benefit of the Secured Parties (including in each case, satisfaction of the conditions set forth in Sections 4.01(m)); provided that with respect to leases, Borrower or such Loan Party shall be required only to use commercially reasonable efforts to do so and only at the Administrative Agent’s request. All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of Borrower, which shall pay all sums due on demand.

SECTION 5.12. Further Assurances.

(a) The Loan Parties will, and will cause each Subsidiary of a Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents, the delivery of appropriate opinions of counsel and any updated information with respect to Motor Vehicles), which may be required under any applicable law, or which the Administrative Agent or the Requisite Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Loan Parties also agree to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

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(b) Without limiting Section 5.12(a), in respect of each Mortgaged Property located in the State of Arizona, Borrower agrees that, promptly (and in any event within three (3) Business Days) upon receipt of each disclosure statement under the Arizona Blind Trust Act from the Administrative Agent, it will record, or cause to be recorded, such disclosure statement at the appropriate recording office together with payment of the appropriate recording fee.

SECTION 5.13. Use of Proceeds and Letters of Credit. Borrower covenants and agrees that (i) the proceeds of the Term Loans will be used on the Closing Date to finance the Refinancing and to pay fees and expenses payable in connection with the Transactions and (ii) all other Revolving Credit Borrowings after the Closing Date will be used for general corporate purposes. Letters of Credit will be used to support bid, performance or surety bonds issued for the account of Borrower or any other Loan Party and workers’ compensation claims and self-insurance obligations (including deductibles under third-party insurance programs) of Borrower or any other Loan Party or other standby purposes of Borrower or any other Loan Party.

SECTION 5.14. Payment of Taxes. Each Loan Party and its respective Subsidiaries will pay and discharge all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any Properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims for Taxes which, if unpaid, might become a Lien or charge upon any Properties of such Loan Party or any of its respective Subsidiaries or cause a failure or forfeiture of title thereto; provided that no such Loan Party nor any of its respective Subsidiaries shall be required to pay any such Tax, assessment, charge, levy or claim (i) that is being diligently contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto in accordance with GAAP have been set aside on their books, or (ii) the nonpayment of which could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

SECTION 5.15. Guarantees. In the event that any Domestic Subsidiary of Borrower has not previously executed the Guarantee Agreement or in the event that any Person becomes a Domestic Subsidiary after the Closing Date, Borrower will promptly notify the Administrative Agent of that fact and cause such Subsidiary to execute and deliver to the Administrative Agent a counterpart of the Guarantee Agreement and deliver to the Collateral Agent a counterpart of the Security Agreement and the Pledge Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and certificates comparable to those described in Section 4.01(l)) as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create in favor of the Collateral Agent, for the benefit of itself and of the Secured Parties, a valid and perfected first priority Lien on all of the Property of such Subsidiary described in the applicable forms of the Security Documents.

SECTION 5.16. Post-Closing Matters.

(a) Within forty-five (45) days after the Closing Date, the applicable Loan Parties shall deliver to the Collateral Agent with respect to each of the Mortgaged Properties, the following:

(i) with respect to each Mortgage Property, a Survey in form acceptable to the Collateral Agent;

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(ii) endorsements to the lender’s title insurance policy (or pro forma policy of lender’s title insurance and executed title instruction letter having the effect of a title insurance policy) dated the Closing Date and delivered to Collateral Agent insuring the Mortgages encumbering the Mortgaged Property(ies), (1) eliminating the general or standard survey exception, (2) providing the comprehensive and survey endorsements thereto as well as any other endorsements set forth in Section 4.01(m)(iii) which were omitted as a result of the applicable Loan Parties failure to obtain and deliver a Survey contemporaneously with said title insurance policy (or pro forma policy of lender’s title insurance and executed title instruction letter having the effect of a title insurance policy) and (3) otherwise amending the same so that the requirements of Section 4.01(m)(iii) are satisfied;

(iii) such affidavits, certificates, information (including financial data) and instruments of indemnification as required by Section 4.01(m)(v); and

(iv) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(m)(vi).

(b) Within ten (10) Business Days after the Closing Date (or such later date not later than thirty (30) days after the Closing Date as shall be approved in writing by the Administrative Agent), the applicable Loan Parties shall deliver to the Collateral Agent evidence of the discharge of the Liens set forth on Schedule 5.16.

(c) Borrower shall cause the reports required by Section 4.01(m)(v) for the jurisdictions required to be searched pursuant to paragraph 5 of the Perfection Certificate (provided that the Loan Parties shall have revised the Perfection Certificate schedules by providing the information that would have been provided had the date set forth in paragraph 4 of the Perfection Certificate been a date which is five years prior to the Closing Date) to be delivered delivered to the Administrative Agent, and shall promptly cause the discharge of any Liens, other than Permitted Liens, disclosed in such search results, which Liens shall be discharged within 30 days after the Closing Date (or such later date not later than 90 days after the Closing Date as shall be approved in writing by the Administrative Agent).

(d) Borrower shall cause any judgments, financing statements and similar notices of liens against any Loan Party which are of record in search results delivered prior to the Closing Date pursuant to Section 4.01(m)(v) or in search results delivered pursuant to Section 5.16(c) to be removed pursuant to documentation reasonably satisfactory to the Administrative Agent, or deliver evidence reasonably satisfactory to the Administrative Agent that such judgments have been paid, vacated or otherwise discharged or such financing statements or similar notices do not evidence any Lien (other than a Permitted Lien). Such actions shall be completed within 30 days of the Closing Date (or such later date not later than 90 days after the Closing Date as shall be approved in writing by the Administrative Agent), in the case of search results delivered prior to the Closing Date, and within 60 days of the Closing Date (or such later date not later than 120 days after the Closing Date as shall be approved in writing by the Administrative Agent), in the case of search results delivered pursuant to Section 5.16(c).

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(e) Within 10 days of the Closing Date, Borrower shall cause to be delivered to the Administrative Agent opinions of local counsels in the States of Georgia and Washington, addressed to each Agent and the Lenders and dated the Closing Date, covering the matters specified in Exhibit J-5 and otherwise in form and substance satisfactory to the Administrative Agent.

(f) Within 10 days of the Closing Date, Borrower shall cause each of the partnership agreements or limited liability company agreements for its direct or indirect wholly owned Subsidiaries that contain a limitation on assignment of the partnership or membership interests or a limitation on a transferee to become a substituted partner or member to be amended to remove any such limitation as it would apply to the Collateral Agent or any transferee of the Collateral Agent, and deliver satisfactory evidence to the Administrative Agent of such amendment.

(g) Within 30 days of the Closing Date, Borrower shall deliver to the Collateral Agent copies of the instructions referred to in clause (iv) of the definition of “Excluded Accounts” in the Security Agreement for all accounts existing on the Closing Date referred to in such clause (iv), to the extent copies of such instructions were not delivered on or prior to the Closing Date.

(h) Within 3 Business Days of the Closing Date, Borrower shall deliver to the Administrative Agent a certification of foreign qualification in the State of Jersey for its subsidiary, Keefe & Keefe, Inc.

ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all Fees and other amounts payable hereunder or under any other Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, Borrower agrees with the Lenders that:

SECTION 6.01. Indebtedness; Disqualified Capital Stock.

(a) The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist (including by way of Guarantee) any Indebtedness, except:

(i) Indebtedness incurred and outstanding under the Loan Documents;

(ii) (x) the Senior Subordinated Notes and the Senior Subordinated Note Guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Subordinated Notes and the Senior Subordinated Note Guarantees) and (y) the Parent Notes (including any notes issued in exchange therefor in accordance with

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the registration rights document entered into in connection with the issuance of the Parent Notes) and, in either case, so long as no Default exists, Permitted Refinancing Indebtedness in respect thereof;

(iii) Indebtedness outstanding on the Closing Date and set forth on Schedule 6.01 and Permitted Refinancing Indebtedness in respect thereof;

(iv) Indebtedness permitted by Section 6.04(iv);

(v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business that is extinguished within two Business Days of incurrence;

(vi) Indebtedness of Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (A) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (B) the amount of such Indebtedness shall not exceed the cost of such acquisition, construction or improvement and (C) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not exceed $10.0 million at any time outstanding;

(vii) Indebtedness under non-speculative Hedging Agreements; provided that (A) such Hedging Agreements relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (B) the notional principal amount of the obligations under such Hedging Agreements at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Agreement relate;

(viii) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of Borrower or any Subsidiary in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed);

(ix) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of Borrower or any Subsidiary or Equity Interests of a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that (A) any amount of such obligations included on the face of the balance sheet of Borrower or any Subsidiary shall not be permitted under this clause (ix) and (B) in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (ix) shall at no time exceed the gross proceeds actually received by Borrower and the Subsidiaries in connection with such disposition; and

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(x) other unsecured Indebtedness in an amount not to exceed $5.0 million at any time outstanding.

(b) The Loan Parties will not, nor will they permit any of their Subsidiaries to, directly or indirectly, issue any Disqualified Capital Stock (other than to a Subsidiary Loan Party).

SECTION 6.02. Liens. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on any Property or asset now owned or hereafter acquired by them, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except the following (herein collectively referred to as “Permitted Liens”):

(i) Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

(ii) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other liens imposed by law created in the ordinary course of business for amounts not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

(iii) deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds (including with respect to environmental matters);

(iv) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(v) leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(vi) precautionary financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such person’s business other than through a capital lease;

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(vii) Liens securing purchase money Indebtedness or Capital Lease Obligations permitted by Section 6.01(a)(vi) on Property described in such Section to the extent (A) such Liens do not extend to any Property other than such Property (and improvements thereon) and (B) such Liens shall be created within 180 days of the acquisition, construction or improvement of such Property or, in the case of a refinancing of any purchase money Indebtedness or Capital Lease Obligations, within 180 days of such refinancing;

(viii) Liens securing obligations under non-speculative Hedging Agreements permitted by Section 6.01(a)(vii), entered into with a Lender or an Affiliate of a Lender which are secured on a pari passu basis with the Loans;

(ix) Liens in favor of the Collateral Agent pursuant to the Security Documents;

(x) judgment Liens not constituting a Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been fully terminated or the period within which such proceedings may be initiated shall not have expired;

(xi) Liens in favor of Governmental Authorities in the form of Contingent Lease Agreements;

(xii) Liens existing on the date of this Agreement and disclosed on Schedule 6.02 and Liens securing Permitted Refinancing Indebtedness permitted by Section 6.01(a)(iii); provided that any such replacement or substitute Lien (A) does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Closing Date and (B) does not encumber any property other than the property subject thereto on the Closing Date (other than improvements thereon);

(xiii) Liens securing other obligations incurred in the ordinary course of business and not constituting Indebtedness in an aggregate amount not to exceed $1.0 million at any one time outstanding; and

(xiv) the existence of the “equal and ratable” clause in the Senior Subordinated Note Documents or the Parent Note Documents (but not any security interests granted pursuant thereto);

provided, however, that (i) no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral, other than Liens granted pursuant to the Security Documents and (ii) with respect to Mortgaged Properties, Permitted Liens shall be deemed to be only those Liens set forth in clauses (i), (ii), (iv), (v), (ix) and (x) of this Section 6.02.

SECTION 6.03. Fundamental Changes.

(a) The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, merge into or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with them, or liquidate, wind up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have

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occurred and be continuing, (i) any wholly owned Subsidiary Loan Party may merge into or consolidate with Borrower in a transaction in which Borrower is the surviving corporation, (ii) any wholly owned Subsidiary Loan Party may merge or consolidate with or into any other wholly owned Subsidiary Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, (iii) any Foreign Subsidiary may merge into or consolidate with any other Foreign Subsidiary and (iv) any Foreign Subsidiary may merge or consolidate with or into a Subsidiary Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party and (v) any Subsidiary of Borrower may liquidate, windup or dissolve, provided that such liquidation; winding up or dissolution could not reasonably be expected to have a Material Adverse Effect; provided that in connection with any merger or consolidation involving a Loan Party, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable.

(b) Notwithstanding the foregoing, any Subsidiary of Borrower may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Subsidiary Loan Party (provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable) and any Foreign Subsidiary may dispose of assets to any other Foreign Subsidiary.

(c) Neither Borrower nor any Subsidiary may merge into or consolidate with Parent.

SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, for any Person or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (each of the foregoing, an “Investment” and collectively, “Investments”), except:

(i) Permitted Investments;

(ii) Investments existing on the Closing Date and set forth on Schedule 6.04;

(iii) Investments in Hedging Agreements and Non-Interest Rate Hedging Agreements permitted by Section 6.01(a);

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(iv) Investments (A) by Parent or any of its Subsidiaries in Borrower or any Subsidiary Loan Party and (B) by a Foreign Subsidiary in any other Foreign Subsidiary; provided that any Investment in the form of a loan or advance shall be evidenced by a promissory note substantially in the form of Exhibit N hereto and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents;

(v) Investments in securities or property of trade creditors or customers in the ordinary course of business received upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(vi) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course of business;

(vii) Investments made by Borrower or any Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with Section 6.05;

(viii) loans and advances to employees in the ordinary course of business not to exceed $500,000 in the aggregate at any time outstanding;

(ix) Permitted Acquisitions;

(x) Investments in Permitted Joint Ventures in an aggregate amount not to exceed $10.0 million at any time outstanding (calculated based on the original cost thereof net of cash returns in respect of such Investment); and

(xi) other Investments in an aggregate amount not to exceed $5.0 million at any time outstanding (calculated based on the original cost thereof net of cash returns in respect of such Investment); provided such investments are not made in an entity that is organized under the laws of a Non-U.S. Jurisdiction.

An Investment shall be deemed to be outstanding to the extent not returned in the same form as the original Investment to Borrower or any Subsidiary Loan Party.

SECTION 6.05. Asset Sales. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, effect any Asset Sale, except:

(i) sales, in the ordinary course of business consistent with past practices of Parent and its Subsidiaries, of damaged, obsolete or worn out equipment or other Property that, in the reasonable judgment of Borrower, is no longer useful in the conduct of the business of Parent and its Subsidiaries;

(ii) dispositions of equipment to the extent that (A) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (B) the proceeds of such dispositions are reasonably promptly applied to the purchase price of such replacement equipment;

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(iii) sales, transfers and dispositions (A) by Parent or any of its Subsidiaries to Borrower or any Subsidiary Loan Party; provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable or (B) by a Foreign Subsidiary to another Foreign Subsidiary;

(iv) incurrences of Liens permitted by Section 6.02 and making of Investments permitted under Section 6.04;

(v) sales or forgiveness of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;

(vi) the lease or sublease of Real Property in the ordinary course of business not constituting a sale/leaseback transaction;

(vii) sales of Permitted Investments on ordinary business terms;

(viii) any conveyance, sale, lease, assignment, transfer or other disposition of assets to Governmental Authorities pursuant to Contingent Lease Agreements; and

(ix) Asset Sales not otherwise permitted under this Section 6.05; provided that (A) at the time of any such Asset Sale, no Default shall exist or would result from such Asset Sale and (B) the fair market value of all Property disposed of pursuant to this clause (ix) in any Fiscal Year shall not exceed $5,000,000;

provided (A) that all transactions permitted by clauses (vi) through (ix) shall be for fair value and at least 75% of the consideration therefor shall consist of cash, Permitted Investments, liabilities of Borrower or any Subsidiary assumed by the transferee thereof, or any combination of the foregoing; and (B) to the extent the Requisite Lenders waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and the Collateral Agent shall take all actions it deems appropriate in order to effect the foregoing.

SECTION 6.06. Dividends. The Loan Parties will not, and will not permit any Subsidiary to, directly or indirectly, declare or make, or agree to pay or make, directly or indirectly, any Dividend, or incur any obligation (contingent or otherwise) to do so, except:

(i) any Subsidiary of Borrower (i) may pay cash Dividends to Borrower or any wholly owned Subsidiary of Borrower and (ii) if such Subsidiary is not a wholly owned Subsidiary of Borrower, may pay cash Dividends to its shareholders generally so long as Borrower or its Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary);

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(ii) to the extent actually used by Parent to pay such taxes, costs and expenses, (A) payments by Borrower to or on behalf of Parent in an amount sufficient to pay franchise taxes and other fees required to maintain the legal existence of Parent and (B) payments by Borrower to or on behalf of Parent in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Parent;

(iii) Permitted Tax Distributions by Borrower to Parent, so long as Parent uses such distributions to pay its taxes;

(iv) Borrower may pay cash Dividends to Parent in an amount not in excess of the amount required by Parent to enable it to make cash interest payments in respect of the Parent Notes, which Dividends may be made not earlier than the third Business Day preceding the date on which such cash interest payments are due; provided that on a Pro Forma Basis after giving effect to such dividend and the payment of such interest (including any borrowing to fund such dividend), Borrower shall be in compliance with Sections 6.14, 6.15 and 6.16 and no Default shall exist;

(v) Parent may repurchase its Equity Interests which repurchases are deemed to occur upon the cashless exercise of stock options or warrants if such Equity Interests represent a portion of such options and warrants; and

(vi) the payment of a Dividend by Borrower to Parent on the Closing Date in an amount equal to the net proceeds from the sale of the Senior Subordinated Notes and initial borrowings under this Agreement for the purpose of enabling Parent to fund the Refinancing.

SECTION 6.07. Transactions with Affiliates. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, or for the benefit of, any of their Affiliates, except:

(i) (x) transactions between or among Borrower and the Subsidiary Loan Parties, (y) transactions among Foreign Subsidiaries not involving any Loan Party and (z) transactions among any Loan Parties, on the one hand, and any Foreign Subsidiaries, on the other, that are on terms at least as favorable to the Loan Parties as could be obtained on an arm’s-length basis;

(ii) fees and compensation, benefits and incentive arrangements paid or provided by the Loan Parties or their Subsidiaries to, and any indemnity provided on behalf of, officers, directors or employees of the Loan Parties or any Subsidiary as determined in good faith by the Board of Directors of Borrower;

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(iii) loans and advances to employees of the Loan Parties or any Subsidiary permitted by Section 6.04(viii);

(iv) the issuance or sale of any Equity Interests (other than Disqualified Capital Stock) of Parent;

(v) transactions pursuant to the agreements set forth on Schedule 6.07;

(vi) any Dividend permitted by Section 6.06;

(vii) transactions between Borrower or any Subsidiary with any Joint Venture, so long as no Affiliate of Borrower (other than any Subsidiary Loan Party) has an Equity Interest in such Joint Venture or the other parties to the Joint Venture;

(viii) transactions between or among Borrower or any Loan Party and Permitted Joint Ventures, to the extent such transactions are on terms that are not less favorable to Borrower or any Loan Party than those that would have been obtained in a comparable transaction at such time on an arm’s length basis from a person that is not an Affiliate of Borrower or such Loan Party;

(ix) consummation of the Contribution; and

(x) transactions and payments pursuant to the Intercompany Management Services Agreement.

SECTION 6.08. Restrictive Agreements. The Loan Parties will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Loan Party or any Subsidiary to create, incur or permit to exist any Lien upon any of its Property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to Borrower or any other Subsidiary or to Guarantee Indebtedness of Borrower or any other Subsidiary or to transfer property to Borrower or any of its Subsidiaries; provided that the foregoing shall not apply to:

(i) conditions imposed by law or by any Loan Document;

(ii) clause (a) shall not apply to Property encumbered by Permitted Liens as long as such restriction applies only to the Property encumbered by such Permitted Lien;

(iii) restrictions and conditions existing on the Closing Date not otherwise excepted from this Section 6.08 identified on Schedule 6.08 (but shall not apply to any amendment or modification expanding the scope of any such restriction or condition);

(iv) any agreement in effect at the time any Person becomes a Subsidiary of Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary;

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(v) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or Property pending such sale; provided such restrictions and conditions apply only to the Subsidiary or Property that is to be sold and such sale is permitted by Section 6.05;

(vi) clause (a) shall not apply to customary provisions in leases and service contracts in the ordinary course of business between Borrower and its Subsidiaries and their customers and other contracts restricting the assignment thereof;

(vii) the Senior Subordinated Note Documents and the Parent Note Documents, each as in effect on the Closing Date;

(viii) in the case of any Joint Venture, restrictions in such person’s Organic Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject Joint Venture or other entity;

(ix) restrictions on cash or other deposits or net worth imposed by agreements entered into in the ordinary course of business; and

(x) restrictions on the transfer of certificates of necessity or other similar authorizations required by Borrower and its Subsidiaries to provide emergency medical transportation services, to the extent contained in such documents or otherwise required by the granting authority or jurisdiction.

SECTION 6.09. Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly:

(a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Parent Notes, any other Indebtedness of Parent, the Senior Subordinated Notes or any other Subordinated Indebtedness;

(b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders;

(c) terminate, amend, modify (including electing to treat any Pledged Interests (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC) or change any of its Organic Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Parent may issue Equity Interests, so long as such issuance is not prohibited by Section 6.12 or any other provision of this Agreement, and may amend its Organic Documents to authorize any such Equity Interests; or

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(d) cause or permit any other obligation (other than the Obligations and the Guarantors’ Guarantee of the Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents).

SECTION 6.10. Limitation on Issuance of Capital Stock.

(a) Parent will not issue any Disqualified Capital Stock.

(b) Neither Borrower nor any of its Subsidiaries will issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests which do not decrease the percentage ownership of Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of Borrower formed after the Closing Date in accordance with Section 6.19 may issue Equity Interests to Borrower or the Subsidiary which is to own such Equity Interests; and (iii) Borrower may issue common stock that is not Disqualified Capital Stock to Parent. All Equity Interests issued in accordance with this Section 6.10(b) shall, to the extent required by Sections 5.11 and 5.12 or any Security Document, be delivered to the Collateral Agent for pledge pursuant to the applicable Security Document.

SECTION 6.11. Limitation on Creation of Subsidiaries. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, establish, create or acquire any additional Subsidiaries without the prior written consent of the Requisite Lenders; provided that, without such consent, Borrower may (i) establish or create one or more wholly owned Subsidiaries of Borrower and (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(x) or (xi), so long as, in each case, Section 5.11 shall be complied with.

SECTION 6.12. Business.

(a) Parent will not engage in any business activities or have any Property or liabilities, other than (i) its ownership of the Equity Interests of Borrower and issuances of its Equity Interests (other than Disqualified Capital Stock) and other activities expressly permitted by this Agreement, (ii) obligations under the Loan Documents, the Senior Subordinated Note Documents and the Parent Note Documents, (iii) activities and obligations of being a publicly traded company in the ordinary course of business, including obligations under securities laws, (iv) its obligations under and as disclosed in the Intercompany Management Services Agreement and the performance of its obligations under the agreements set forth in the schedule to the Intercompany Management Services Agreement and (v) activities and properties incidental to the activities, Property and liabilities described in the foregoing clauses.

(b) The Senior Subordinated Notes Co-Issuer will not engage in any business activities or have any properties or liabilities, other than (i) issuances of its Equity Interests to Borrower and other activities expressly permitted by this Agreement, (ii) obligations under the Loan Documents and the Senior Subordinated Note Documents and (iii) activities and properties incidental to the foregoing clauses.

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(c) Borrower and its Subsidiaries (other than the Senior Subordinated Notes Co-Issuer) will not engage (directly or indirectly) in any business other than a Permitted Business.

(d) Rural/Metro Corporation of Tennesee, a Tennesee corporation (the “Specified Loan Party”), will not at any time hold or acquire any Property other than “investment property,” as such term is defined in the Arizona UCC, as to which a financing statement of the Specified Loan Party has been filed and is in effect with the Collateral Agent as secured party. This limitation will cease to be in effect if and when the Specified Loan Party is reorganized in another jurisdiction and an “all assets” financing statement of the Specified Loan Party has been filed with the relevant Governmental Authority with the Collateral Agent as secured party.

SECTION 6.13. Limitation on Change of Fiscal Year and Fiscal Quarters. The Loan Parties will cause their Fiscal Years to commence on and include July 1 of each calendar year and end on and include June 30 of the next succeeding calendar year and shall cause their Fiscal Quarters within such Fiscal Years to end on and include March 31, September 30 and December 31 of such Fiscal Years.

SECTION 6.14. Interest Expense Coverage Ratio. The Loan Parties will not permit the Interest Expense Coverage Ratio for any Test Period in any period set forth in the table below to be less than the ratio set forth opposite such period in the table below:

Test Period			Interest Expense Coverage Ratio
Closing Date	-	March 31, 2005	1.60 to 1.0
April 1, 2005	-	June 30, 2005	1.70 to 1.0
July 1, 2005	-	September 30, 2005	1.80 to 1.0
October 1, 2005	-	March 31, 2006	2.00 to 1.0
April 1, 2006	-	December 31, 2006	2.25 to 1.0
January 1, 2007	-	December 31, 2007	2.50 to 1.0
January 1, 2008	-	December 31, 2008	3.00 to 1.0
January 1, 2009	-	December 31, 2009	3.50 to 1.0
January 1, 2010	-	December 31, 2010	4.00 to 1.0

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SECTION 6.15. Total Leverage Ratio. The Loan Parties will not permit the Total Leverage Ratio for any date during any period set forth in the table below to exceed than the ratio set forth opposite such period in the table below:

Test Period			Total Leverage Ratio
Closing Date	-	June 30, 2005	6.00 to 1.0
July 1, 2005	-	September 30, 2005	5.90 to 1.0
October 1, 2005	-	December 31, 2005	5.75 to 1.0
January 1, 2006	-	March 31, 2006	5.50 to 1.0
April 1, 2006	-	June 30, 2006	5.25 to 1.0
July 1, 2006	-	September 30, 2006	4.50 to 1.0
October 1, 2006	-	March 31, 2007	4.25 to 1.0
April 1, 2007	-	June 30, 2007	4.00 to 1.0
July 1, 2007	-	March 31, 2008	3.75 to 1.0
April 1, 2008	-	June 30, 2008	3.30 to 1.0
July 1, 2008	-	March 31, 2009	3.00 to 1.0
April 1, 2009	-	June 30, 2009	2.75 to 1.0
July 1, 2009	-	March 31, 2010	2.50 to 1.0
April 1, 2010	-	June 30, 2010	2.25 to 1.0
July 1, 2010	-	Term Loan Maturity Date	2.00 to 1.0

SECTION 6.16. Fixed Charge Coverage Ratio. The Loan Parties will not permit the Fixed Charge Coverage Ratio for any Test Period in any period set forth in the table below to be less than the ratio set forth opposite such period in the table below:

Test Period			Fixed Charge Coverage Ratio
Closing Date	-	June 30, 2006	1.10 to 1.0
July 1, 2006	-	December 31, 2006	1.15 to 1.0
January 1, 2007	-	December 31, 2008	1.20 to 1.0
January 1, 2009	-	December 31, 2010	1.25 to 1.0

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SECTION 6.17. Capital Expenditures.

(a) The Loan Parties will not, and will not permit any of their Subsidiaries to, make or commit to make any Capital Expenditures, except that Borrower and the Subsidiaries may make or commit to make Capital Expenditures not exceeding the amount set forth below (the “Base Amount”) for each Fiscal Year or period set forth below (or the period from the Closing Date through June 30, 2006 with respect to the 2006 Fiscal Year):

Fiscal Year Ended/Period	Base Amount (in millions)
June 30, 2005	$	12.25
June 30, 2006	$	16.00
June 30, 2007	$	18.00
June 30, 2008	$	23.00
June 30, 2009	$	23.50
June 30, 2010	$	26.00
July 1, 2010 - Term Loan Maturity Date	$	23.00

(b) In addition to the Capital Expenditures permitted pursuant to the preceding paragraph (a), Borrower and the Subsidiaries may make additional Capital Expenditures in any Fiscal Year with up to 50% of the Base Amount for the immediately preceding Fiscal Year which was not used to make Capital Expenditures in the preceding Fiscal Year.

SECTION 6.18. Anti-Terrorism Law. The Loan Parties will not, and will not permit their Subsidiaries to, (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 3.22(b), (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.18).

SECTION 6.19. Embargoed Person. None of the funds or assets of the Loan Parties or their Subsidiaries that are used to repay the Loans shall constitute property of, or shall be beneficially owned directly or, to the knowledge of any Loan Party, indirectly by, any Person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to the knowledge of any Loan Party, based upon reasonable inquiry by such Loan Party, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by law, or the Loans made by the Lenders would be in violation of law, or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders (collectively, “Executive Orders”). No Embargoed Person shall

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have any direct interest, and to the knowledge of any Loan Party, as of the date hereof, based upon reasonable inquiry by the Loan Parties, indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by law or the Loans are in violation of law.

SECTION 6.20. Anti-Money Laundering. To the knowledge of any Loan Party, based upon reasonable inquiry by such Loan Party, none of the funds of such Loan Party that are used to repay the Loans shall be derived from any unlawful activity with the result that the investment in the Loan Parties (whether directly or indirectly), is prohibited by law or the Loans would be in violation of law.

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01. Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute an “Event of Default:

(a) Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to Borrower).

(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.

(c) Any Loan Party shall default in the due performance and observance of any of its obligations under Section 5.01(g) or (h), Section 5.08 (with respect to the maintenance and preservation of Borrower’s corporate existence) or Article VI.

(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.

(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or

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(ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or to enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.

(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5.0 million individually or in the aggregate shall be rendered against any Loan Party or any of their Subsidiaries (or any combination thereof) and such judgment has not been stayed, vacated or discharged within 60 days of entry.

(g) Any of the following events shall occur:

(i) the taking of any specific actions by any ERISA Entity or any other Person to terminate a Pension Plan if, as a result of such termination, any ERISA Entity could expect to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or (ii) an ERISA Event shall have occurred, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect.

(h) Any Change in Control shall occur.

(i) Any Loan Party or any Subsidiary of a Loan Party shall:

(i) become insolvent or generally fail to or become unable to or admit in writing its inability to pay debts as they become due, or declare any general moratorium on its indebtedness, or propose a compromise or arrangement between it and any class of its creditors;

(ii) apply for, consent to, or acquiesce in the appointment of or taking possession by, a trustee, receiver, sequestrator, administrator or other custodian for such Loan Party or such Subsidiary or substantially all of the property of any thereof, commit an act of bankruptcy under any foreign law, or make a proposal (or file a notice of its intention to do so) under such foreign law or make a general assignment for the benefit of creditors;

(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist, or become the subject of, the appointment of a trustee, receiver, sequestrator, administrator or other custodian for such Loan Party or such Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator, administrator or other custodian shall not be discharged or stayed within 60 days; provided that the Loan Parties hereby expressly authorize the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;

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(iv) commence or permit or suffer to exist the commencement of, or become the subject of, any bankruptcy, insolvency, reorganization, debt arrangement, compromise, adjustment, relief or composition of it or its debts or other case or proceeding under any bankruptcy or insolvency law (including, without limitation, U.S. Bankruptcy Law or under applicable corporations legislation, at common law or in equity, or any dissolution, winding up or liquidation proceeding (except to the extent permitted pursuant to Section 6.03(a)), in respect of any Loan Party or such Subsidiary and, if any such case or proceeding is not commenced by such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that each Loan Party hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or

(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.

(j) Any security interest and Lien purported to be created by any Security Document with respect to Collateral having an aggregate fair market value in excess of $100,000 shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Document (including a perfected first priority (except as otherwise expressly provided in such Security Document) security interest in and Lien on all of the Collateral thereunder) in favor of the Collateral Agent (except as a result of action taken by the Collateral Agent), or any security interest and Lien purported to be created by any Security Document shall be asserted by Borrower or any other Loan Party not to be a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby.

(k) Any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party or any other person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Loan Party shall repudiate or deny any portion of its liability or obligation for the Obligations.

SECTION 7.02. Action if Bankruptcy. If any Event of Default described in clauses (i) through (v) of Section 7.01(i) with respect to Borrower shall occur, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other Obligations shall automatically be and become immediately due and payable, without notice or demand, all of which are hereby waived by Borrower.

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SECTION 7.03. Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 7.01(i) with respect to Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent may, and upon the direction of the Requisite Lenders shall, by written notice to Borrower and each Lender declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments and the obligations of the Issuing Bank and LC Facility Issuing Bank to issue Letters of Credit (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment and/or, as the case may be, the Commitments and the obligations of the Issuing Bank and LC Facility Issuing Bank to issue Letters of Credit shall terminate.

ARTICLE VIII

THE AGENTS

SECTION 8.01. The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Party, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties all payments of principal of and interest on the Obligations, all payments and all other amounts due to the Secured Parties hereunder, and promptly to distribute to each Secured Party its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents.

None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to

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Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom.

The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders.

Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent.

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Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices. Except as set forth in Section 9.17, notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, sent by telecopy or electronic mail, as follows:

(i) if to Borrower, to it at 8401 East Indian Road, Scottsdale, Arizona 85251, attention: General Counsel (telecopy: (480) 606 3853);

(ii) if to the Administrative Agent to it at Citicorp North America, Inc., 2 Penns Way, Suite 100, New Castle, Delaware 19720, attention: Tara Wooster (telecopy: (212) 994-0961) (e-mail: tara.a.wooster@citigroup.com) and Citibank, N.A., 390 Greenwich St., New York, New York 10013, attention: Lu Shi (telecopy: (212) 723-8547) (e-mail: lu.shi@citigroup.com);

(iii) if to an Issuing Bank or the LC Facility Issuing Bank to it at (a) in the case of Citibank, N.A., Citibank, N.A., 390 Greenwich St., New York, New York 10013, attention: Lu Shi (telecopy: (212) 723-8547) (e-mail: lu.shi@citigroup.com) and Citibank, N.A., 2 Penns Way, Suite 100, New Castle, Delaware 19720, attention: Tara Wooster (telecopy: (212) 994-0961) (e-mail: tara.a.wooster@citigroup.com) and (b) in the case of any other Issuing Bank, at the address, telecopy or electronic mail address specified by it pursuant to notice given to Borrower and the Administrative Agent in accordance with this Section 9.01; and

(iv) if to a Lender, to it at its address (or telecopy number) set forth in Schedule 2.01 or its Administrative Questionnaire or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or electronic mail or on the

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date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. Each Loan Party and Lender hereunder agrees to notify the Administrative Agent in writing promptly of any change to the notice information provided above or in Schedule 2.01.

SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by Lenders hereto and shall survive the making by the Lenders of the Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank, the LC Facility Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not been terminated. The provisions of Sections 2.15, 2.16, 2.17, 9.05 and 9.16 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the return of the LC Facility Deposits, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.03. Binding Effect. Subject to Section 4.01, this Agreement shall become effective when it shall have been executed by Borrower and the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

SECTION 9.04. Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank, the LC Facility Issuing Bank, the Swingline Lender and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with Section 9.04(b), (ii) by way of participation in accordance with Section 9.04(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.04(f) (and any other attempted assignment or transfer by Borrower or any Lender shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 9.04(d) and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it and LC Facility Participations); provided that

(i) except in the case of any assignment made in connection with the primary syndication of the credit facilities provided for herein by the Joint Lead Arrangers or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or LC Facility Participation or in the case of an assignment to a Lender, any Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans or LC Facility Participation of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans and/or Term Loan Commitments or LC Facility Participations, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed);

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan, Commitment or LC Facility Participation assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and

(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 9.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(d). Without the consent of

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Borrower (which consent shall not be unreasonably withheld) and the Administrative Agent and the LC Facility Issuing Bank, the LC Facility Deposit of any LC Facility Lender shall not be released in connection with any assignment by such LC Facility Lender, but shall instead be purchased by the relevant assignee and continue to be held for application (to the extent not already applied) in accordance with Section 2.05 to satisfy such assignee’s obligations in respect of LC Facility LC Disbursements.

(c) Register. The Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices in the City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, the Issuing Banks, the LC Facility Issuing Banks and Agents, and (i) the Commitment of, and principal amount (and related interest amounts) of the Loans and LC Disbursements, and participations in Swingline Loans, owing to and paid to, and each LC Facility Deposit of, each Lender, (ii) the amounts (including any principal and interest) owing to, and paid to, each Revolving Lender with respect to (A) payments made by such Revolving Lender pursuant to Section 2.06(e)(ii) and (B) participations in any Revolving Letters of Credit, (iii) the amounts (including any principal and interest) owing to, and paid to, each LC Facility Lender with respect to (A) payments made from the LC Facility Deposits of any such LC Facility Lender pursuant to Section 2.06(e)(ii) and (B) participations in any LC Facility Letters of Credit, (iv) the amount of each Revolving LC Disbursement, and the amounts (including any principal and interest) owing to, and paid to, each Issuing Bank with respect to any Revolving LC Disbursements, (v) the amount of each LC Facility LC Disbursement, and the amounts (including any principal and interest) owing to, and paid to, the LC Facility Issuing Bank, and (vi) the amount of any other Obligations owing to, and paid to, or for the account of, any Lender, any Issuing Bank, any LC Facility Issuing Bank or any Agent, pursuant to the terms hereof from time to time (the “Register”). Except to the extent inconsistent with Section 2.07(d), the entries in the Register shall be conclusive and Borrower, the Agents, the Issuing Bank, the LC Facility Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender, the Issuing Bank, the LC Facility Issuing Bank and the Agents hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, the Issuing Bank and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, Borrower, the Administrative Agent, the Issuing Bank, the LC Facility Issuing Bank or the Swingline Lender sell participations to any Person (other than a natural Person or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it or LC Facility Participation); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, the Administrative Agent, the Issuing Bank, the LC Facility Issuing Bank and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that

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such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 9.08(c)(i)-(vi), in each case, that affect such Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided such Participant agrees to be subject to Section 2.21 as though it were a Lender. Each Lender shall, acting for this purpose as an agent of Borrower, maintain at one of its offices a register for the recordation of the names and addresses of its Participants, and the amount and terms of its participations including specifying any such Participant’s entitlement to payments of principal and interest, and any payments made, with respect to each such participation; provided that no Lender shall be required to disclose or share the information contained in such register with Borrower or any other party, except as required by applicable law.

(e) Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.15, 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

SECTION 9.05. Expenses; Indemnity.

(a) The Loan Parties agree, jointly and severally, to pay, upon demand, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, the Syndication Agent, CGMI and its Affiliates, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents (including, for the avoidance of doubt, compliance with any local requirements as to creation, perfection or maintenance of security interests, including the Arizona Blind Trust Act) or in connection with any amendments, modifications or waivers, or proposed amendments, modifications or waivers, of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and the creation and perfection of the Liens on the Collateral, (ii) all out-of-pocket expenses incurred by any Issuing Bank or the LC Facility Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Joint Lead Arrangers, the Syndication Agent, the Administrative Agent, the Collateral Agent, the Issuing Banks, the LC Facility Issuing Bank or any Lender in connection with the enforcement

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or protection of its rights in connection with this Agreement (including its rights under this Section 9.05), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, the Syndication Agent, the Issuing Banks, the LC Facility Issuing Bank or any Lender; provided, however, that the Loan Parties shall not be obligated to pay for expenses incurred by a Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or the sale of Loans to a participant pursuant to Section 9.04.

(b) Each of the Loan Parties, jointly and severally, agrees to indemnify the Administrative Agent, the Collateral Agent, the Syndication Agent, the Joint Lead Arrangers, each Issuing Bank, the LC Facility Issuing Bank, each Lender, each Affiliate of any of the foregoing Persons and each of their respective Related Parties (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto or thereto of their respective obligations hereunder and thereunder or the consummation of the Transactions and the other transactions contemplated hereby and thereby, (ii) the use of the proceeds of the Loans or Letters of Credit (including any refusal by the Issuing Bank or LC Facility Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property or facility owned or operated by Borrower or any of its Subsidiaries, or any Environmental Liability or Environmental Claim related in any way to Borrower or its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related reasonable expenses are finally judicially determined to have arisen by reason of the Indemnitee’s gross negligence or willful misconduct.

(c) To the extent that the Loan Parties fail to promptly pay any amount to be paid by them to any Agent, the Joint Lead Arrangers, Syndication Agent, any Issuing Bank, the LC Facility Issuing Bank or the Swingline Lender, under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to such Agent, Joint Lead Arranger, Syndication Agent, Issuing Bank, LC Facility Issuing Bank or Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (other than syndication expenses); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Agent, Syndication Agent, Joint Lead Arranger, Issuing Bank, LC Facility Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure, LC Facility LC Exposure, outstanding Term Loans, unused Commitments and LC Facility Deposits at the time.

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(d) To the extent permitted by applicable law, the Loan Parties shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of Loans and LC Disbursements, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender to or for the credit or the account of any Loan Party against any of and all the obligations of such Loan Party now or hereafter existing under this Agreement and other Loan Documents held by the Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. In connection with exercising its rights pursuant to the previous sentence, a Lender may at any time use any of a Loan Party’s credit balances with the Lender to purchase at the Lender’s applicable spot rate of exchange any other currency or currencies which the Lender considers necessary to reduce or discharge any amount due by any Loan Party to the Lender, and may apply that currency or those currencies in or towards payment of those amounts. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify Borrower and the Administrative Agent after making any such setoff.

SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.08. Waivers; Amendment.

(a) No failure or delay of either Agent, the Issuing Bank, the LC Facility Issuing Bank or any Lender in exercising any power or right hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, the Issuing Bank, the LC Facility Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any

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event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan, the funding of an LC Facility Deposit or issuance of a Letter of Credit shall not be construed as a waiver of any Default regardless of whether an Agent, any Lender, the LC Facility Issuing Bank or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances.

(b) Subject to Sections 9.08(c), 9.08(d) and 9.08(e), no amendment, modification, termination or waiver of any provision of any Loan Document, or consent to any departure by any Loan Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders.

(c) Subject to Section 9.08(e), without the written consent of each Lender that would be directly affected thereby (whose consent shall be sufficient therefor without the consent of the Requisite Lenders), no amendment, modification, termination, waiver or consent shall be effective if the effect thereof would:

(i) extend the scheduled final maturity of any Loan or Note or the final expiration of any Commitment;

(ii) waive, reduce or postpone any scheduled repayment pursuant to Section 2.05(d);

(iii) extend the date on which the LC Facility Deposits are required to be returned to the LC Facility Lenders;

(iv) reduce the rate of interest on any Loan or any Fee payable hereunder (other than any Default Rate imposed pursuant to Section 2.08(c)), it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (iv);

(v) extend the time for payment of any interest, Fees or reimbursement of any LC Disbursement;

(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

(vii) amend, modify, terminate or waive any provision of Section 9.08(b), this Section 9.08(c), Section 9.08(d) or Section 9.08(e) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which affect the protections to such additional extensions of credit of the type provided to the Lenders on the Closing Date);

(viii) amend the definition of “Requisite Lenders,” “Requisite Class Lenders” or “Commitment Percentage”; provided, with the consent of Requisite Lenders and the Requisite Class Lenders of the applicable Class, additional extensions of credit pursuant

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hereto (including pursuant to Section 2.22) may be included in the determination of “Requisite Lenders,” “Requisite Class Lenders” or “Commitment Percentage” on substantially the same basis as the Revolving Credit Commitments, Revolving Loans, LC Facility Deposits, Term Commitments and Term Loans, are included on the Closing Date;

(ix) release all or substantially all of the Collateral or release Parent or any Subsidiary Loan Party from the Guarantee Agreement except as expressly provided in the Loan Documents or subordinate the Liens under any Security Document, it being understood that additional extensions of credit under this Agreement consented to by the Requisite Lenders may be equally and ratably secured by the Collateral with the then existing secured obligations under the Security Documents; or

(x) waive any condition set forth in Section 4.01.

(d) Subject to Section 9.08(e), no amendment, modification, termination, waiver or consent with respect to any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall:

(i) increase any Revolving Credit Commitment or required LC Facility Deposit of any Lender over the amount thereof then in effect without the consent of such Lender; provided no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in any Revolving Credit Commitment or required LC Facility Deposit of any Lender;

(ii) amend, modify, terminate or waive any provision of this Agreement relating to (i) Revolving Letters of Credit without the written consent of each Issuing Bank or (ii) LC Facility Letters of Credit without the written consent of the LC Facility Issuing Bank;

(iii) amend, modify, terminate or waive any provision of Article VIII as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent;

(iv) amend, modify, terminate or waive any provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination to grant any consent thereunder without the written consent of each Lender (or each Lender of such Class, as the case may be);

(v) amend, modify, terminate or waive the manner of application of any optional or mandatory prepayments as among or between Classes of Loans, without the written consent of the Requisite Class Lenders of each Class that is being allocated a lesser prepayment as a result thereof;

(vi) expressly amend, modify, supplement or waive any condition precedent in Section 4.02 to any Revolving Credit Borrowing or issuance of a Revolving Letter of Credit without the written consent of the Requisite Class Lenders with respect to Revolving Credit Commitments;

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(vii) increase the maximum duration of Interest Periods hereunder without the consent of each Revolving Lender and Term Lender; or

(viii) amend, modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of Swingline Lender.

(e) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement (other than as contemplated by Section 9.08(d)(i), (v) and (vi) above), the consent of the Requisite Lenders or majority Lenders of any Class, as applicable, is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (such Lender, a “Non-Consenting Lender”), then Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described below, to replace each such Non-Consenting Lender or Lenders (or to replace such Non-Consenting Lender or Lenders from the Class for which consent is being sought) with one or more assignees which will become Lenders hereunder (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent and, with respect to assignees that are Revolving Lenders, the Issuing Bank and, with respect to assignees that are LC Facility Lenders, the LC Facility Issuing Bank (which approval in each case shall not be unreasonably withheld) so long as at the time of such replacement, each such assignee consents to the proposed change, waiver, discharge or termination; provided, however, that no Non-Consenting Lender shall be obligated to make any such assignment unless, (x) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (y) such assignee or Borrower shall pay to the affected Non-Consenting Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans, participations in LC Disbursements, LC Facility Deposits of, and all Fees and Cost Amount owed with respect to, any Class of Loans or LC Deposits with respect to which such Non-Consenting Lender’s consent was requested but not obtained.

(f) Notwithstanding any provision of this Section 9.08 to the contrary, amendments, modifications, terminations or waivers to the terms of the Credit-Linked Deposit Account shall require the written consent of each LC Facility Lender, the LC Facility Issuing Bank and the Administrative Agent; provided that no such amendment, modification, termination or waiver shall require the consent of any other Person.

(g) Notwithstanding the foregoing, technical and conforming modifications, amendments and supplements to the Loan Documents may be made with the consent of Borrower and the Administrative Agent to the extent necessary or desirable to integrate any New LC Facility Deposits on substantially the same basis as the LC Facility Deposits and to give effect to any changes pursuant to Section 2.22.

SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be

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contracted for, charged, taken, received or reserved by the Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.10. Entire Agreement. This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents; provided that any letter agreement relating to the subject matter hereof between Borrower and a Lender shall remain effective in accordance with its terms. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

SECTION 9.12. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.13. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

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SECTION 9.14. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15. Jurisdiction; Consent to Service of Process.

(a) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Syndication Agent, the Joint Lead Arrangers, any Issuing Bank, the LC Facility Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Borrower or its properties in the courts of any jurisdiction.

(b) Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court referred to in paragraph (a) of this Section 9.15. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.16. Confidentiality. None of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers or any Lender may disclose to any Person any confidential, proprietary or non-public information of the Loan Parties furnished to the Administrative Agent, the Collateral Agent, the Issuing Banks, the LC Facility Issuing Bank, the Syndication Agent, the Joint Lead Arrangers or the Lenders by the Loan Parties (such information being referred to collectively herein as the “Loan Party Information”), except that each of the Administrative Agent, the Collateral Agent, any Issuing Bank, the LC Facility Issuing Bank, the Syndication Agent, the Joint Lead Arrangers and the Lenders may disclose Loan Party Information (i) to its and its affiliates’ employees, officers, directors, agents, accountants, attorneys and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Loan Party Information and instructed to keep such Loan Party Information confidential on substantially the same terms as provided herein), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations

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or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (vii) to the extent such Loan Party Information (A) is or becomes generally available to the public on a nonconfidential basis other than as a result of a breach of this Section 9.16 by the Administrative Agent, the Collateral Agent, the Issuing Banks, the LC Facility Issuing Bank, the Syndication Agent, the Joint Lead Arrangers or such Lender, or (B) is or becomes available to the Administrative Agent, the Collateral Agent, the Issuing Banks, the LC Facility Issuing Bank, the Syndication Agent, the Joint Lead Arrangers or such Lender on a nonconfidential basis from a source other than the Loan Parties and (viii) with the consent of the Loan Parties. Nothing in this provision shall imply that any party has waived any privilege it may have with respect to advice it has received.

SECTION 9.17. Citigroup Direct Website Communications.

(a) Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information material, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

(b) Each Loan Party further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks, Fixed Income Direct or a substantially similar electronic transmission systems (the “Platform”). Each Loan Party acknowledges that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution.

(c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF

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THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE LOAN PARTIES, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE LOAN PARTIES’ OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

The Administrative Agent agrees that the receipt of the Communications by the Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.

Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

SECTION 9.18. Collateral Agent as Joint Creditor.

(a) Each of the Loan Parties and each of the Lenders agree that the Collateral Agent shall be the joint creditor (together with the relevant Lender) of each and every obligation of the Loan Parties towards each of the Lenders under or in connection with the Loan Documents, and that accordingly the Collateral Agent will have its own independent right to demand performance by the Loan Parties of those obligations. However, any discharge of any such obligation to the Collateral Agent or the relevant Lender shall, to the same extent, discharge the corresponding obligation owing to the other.

(b) Each Loan Party hereby appoints the Collateral Agent as its true and lawful attorney-in-fact for the purpose of taking any action and executing any and all documents and instruments that the Collateral Agent may deem necessary or desirable to carry out the terms of the Loan Documents and accomplish the purposes thereof and, without limiting the generality of the foregoing, each Loan Party hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Loan Documents. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof.

-124-

SECTION 9.19. USA Patriot Act. Each Lender hereby notifies each Loan Party that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies Loan Parties, which information includes the name and address of each Loan Party and other information that will allow the Lenders to identify such Loan Party in accordance with the USA Patriot Act.

[Signature Pages Follow]

-125-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

RURAL/METRO OPERATING COMPANY, LLC
as Borrower

By:

Name:

Title:

CITICORP NORTH AMERICA, INC.,

    as Administrative Agent

By:

Name:

Title:

CITIGROUP GLOBAL MARKETS INC.,

    as Joint Lead Arranger and Joint Bookrunner

By:

Name:

Title:

J.P. MORGAN SECURITIES INC.,

    as Joint Lead Arranger and Joint Bookrunner

By:

Name:

Title:

JPMORGAN CHASE, N.A.,

    as Syndication Agent

By:

Name:

Title:

CITIBANK, N.A.,

    as Issuing Bank and LC Facility Issuing Bank

By:

Name:

Title:

[LENDER],

    as Lender

By:

Name:

Title:

Schedules to Credit Agreement

Schedule 1.01

Competitors

• Onex Partners LLP

• Onex Corporation

1

Schedules to Credit Agreement

Schedule 2.01

Lenders and Commitments; LC Facility Participations

Lender	Term Loan Commitment		Revolving Credit Commitment		L/C Facility Participations
Citicorp North America, Inc.	$	135,000,000.00	$	6,600,000.00	$	35,000,000.00
JPMorgan Chase Bank, N.A.		—	$	4,400,000.00		—
General Electric Capital Corporation		—	$	3,500,000.00		—
Merrill Lynch Capital Corporation		—	$	3,000,000.00		—
Bank of Oklahoma, N.A.		—	$	2,500,000.00		—

Schedules to Credit Agreement

Schedule 3.06(a)

Indebtedness and Obligations Not Reflected in Financial Statements

• Letters of Credit to be issued under the Credit Agreement

2

Schedules to Credit Agreement

Schedule 3.10

Subsidiaries¹

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest	Percent Pledged
Aid Ambulance at Vigo County, Inc.	Rural/Metro Operating Company, LLC	20	401	100
Ambulance Transport Systems, Inc.	Rural/Metro Operating Company, LLC	3	200	100
American Limousine Service, Inc.	Rural/Metro of Central Ohio, Inc.	2	100	100
Beacon Transportation, Inc.	Rural/Metro of Rochester, Inc.	2	500	100
Choice American Ambulance Service, Inc.	Mobile Medical Transportation, Inc.	16	100	100
Coastal EMS, Inc.	Rural/Metro of Georgia, Inc.	3	500	100
Corning Ambulance Service Inc.	Rural/Metro of New York, Inc.	3	200	100
Donlock, Ltd.	Rural/Metro Operating Company, LLC	3	100	100
E.M.S. Ventures, Inc.	Rural/Metro of Georgia, Inc.	6 & 7	500 & 100	100
EMS Ventures of South Carolina, Inc.	Rural/Metro of South Carolina, Inc.	4	500	100
Eastern Ambulance Service, Inc.	Rural/Metro of Nebraska, Inc.	14	975.714	100
Eastern Paramedics, Inc.	Rural/Metro of New York, Inc.	1	100	100

¹ All Subsidiaries listed herein are Loan Parties under the Credit Agreement.

3

Schedules to Credit Agreement

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest	Percent Pledged
Gold Cross Ambulance Services, Inc.	Rural/Metro of Ohio, Inc.	4	120	100
Keefe & Keefe Ambulette, Ltd.	Ambulance Transport System, Inc.	2	200	100
Keefe & Keefe, Inc.	Ambulance Transport Systems, Inc.	A-4 B-3 P-2	200 Class A Common Voting 200 Class B Common Non-Voting 10,000 Preferred	100
LaSalle Ambulance Inc.	Rural/Metro of New York, Inc.	2	200	100
Medi-Cab of Georgia, Inc.	Rural/Metro of Georgia, Inc.	2	100	100
Medical Emergency Devices and Services (MEDS), Inc.	Rural/Metro Operating Company, LLC	3	1,000	100
Medical Transportation Services, Inc.	Rural/Metro of South Dakota, Inc.	6	101	100
Medstar Emergency Medical Services, Inc.	Rural/Metro of Alabama, Inc.	1 & 2	100 & 110	100
Mercury Ambulance Service, Inc.	Rural/Metro of Kentucky, Inc.	7	601	100
Metro Care Corp.	Rural/Metro Operating Company, LLC	3	100	100
Mobile Medical Transportation, Inc.	Rural/Metro Mid-Atlantic II, Inc.	2 & 3	90 & 910	100
MO-RO-KO, Inc.	Rural/Metro Operating Company, LLC	12	24,258	100

4

Schedules to Credit Agreement

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest	Percent Pledged
Multi Cab Inc.	Keefe & Keefe, Inc.	2	100	100
Multi-Care International, Inc.	Keefe & Keefe, Inc.	3	333.33	100
Multi-Care Medical Car Service, Inc.	Rural/Metro Operating Company, LLC	9	1,000	100
Multi-Health Corp.	Rural/Metro Operating Company, LLC	19	3,920,678	100
Myers Ambulance Service, Inc.	Rural/Metro Operating Company, LLC	108	100	100
National Ambulance & Oxygen Service, Inc.	Rural/Metro of Rochester, Inc.	6	2,000	100
North Miss. Ambulance Service, Inc.	Rural/Metro Operating Company, LLC	11	1,500	100
Professional Medical Services, Inc.	Rural/Metro Operating Company, LLC	4	1,000	100
RISC America Alabama Fire Safety Services, Inc.	Rural/Metro of Alabama, Inc.	3	100	100
RMC Corporate Center, L.L.C.	RMC Insurance Ltd Rural/Metro Corporation (Arizona)	N/A N/A	99% 1%	100 100
RMC Insurance Ltd	Rural/Metro Corporation (Arizona)	2	125,000	100
RMFD of New Jersey, Inc.	Rural/Metro Operating Company, LLC	2	100	100

5

Schedules to Credit Agreement

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest	Percent Pledged
R/M Management Co., Inc.	Rural/Metro Corporation (Arizona)	2	20,000	100
R/M of Mississippi, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
R/M of Tennessee G. P., Inc.	Rural/Metro Corporation of Tennessee	1	100	100
R/M of Tennessee L.P., Inc.	Rural/Metro Corporation of Tennessee	5	1,200	100
R/M of Texas, G. P., Inc.	Rural/Metro Texas Holdings, Inc.	2	100	100
R/M Partners, Inc.	Rural/Metro Operating Company, LLC	2	100	100
Rural/Metro Communications Services, Inc.	Rural/Metro Operating Company, LLC	2	100	100
Rural/Metro Corporation (Arizona)	Rural/Metro Operating Company, LLC	880	1,000	100
Rural/Metro Corporation of Florida	Rural/Metro Corporation (Arizona)	2	76	100
Rural/Metro Corporation of Tennessee	Rural/Metro Corporation (Arizona)	12	150	100
Rural/Metro (Delaware) Inc.	Rural/Metro Operating Company, LLC	1	100	100
Rural/Metro Fire Dept., Inc.	Rural/Metro Corporation (Arizona)	1	20,000	100
Rural/Metro Hospital Services, Inc.	Rural/Metro Logistics, Inc.	2	100	100

6

Schedules to Credit Agreement

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest	Percent Pledged
Rural/Metro Logistics, Inc.	Rural/Metro Operating Company, LLC	2	100	100
Rural/Metro Mid-Atlantic, Inc.	Rural/Metro Operating Company, LLC	2	100	100
Rural/Metro Mid-Atlantic II, Inc.	R/M Partners, Inc.	3	100	100
Rural/Metro Mid-South, L.P.	R/M of Tennessee G.P., Inc. North Miss. Ambulance Service, Inc.	N/A	1% & 99%	100
Rural/Metro of Alabama, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of Arkansas, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of Arlington, Inc.	Rural/Metro Texas Holdings, Inc.	2	100	100
Rural/Metro of Brewerton, Inc.	Eastern Paramedics, Inc.	1	100	100
Rural/Metro of California, Inc.	Rural/Metro Corporation (Arizona)	2	100	100
Rural/Metro of Central Alabama, Inc.	Rural/Metro of Alabama, Inc.	4	100	100
Rural/Metro of Central Colorado, Inc.	Rural/Metro of Colorado, Inc.	1	100	100
Rural/Metro of Central Ohio, Inc.	Rural/Metro of Ohio, Inc.	4	200	100
Rural/Metro of Colorado, Inc.	Rural/Metro Operating Company, LLC	2	100	100

7

Schedules to Credit Agreement

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest	Percent Pledged
Rural/Metro of Georgia, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of Greater Seattle, Inc.	Rural/Metro Operating Company, LLC	154	3,529,000	100
Rural/Metro of Indiana, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of Indiana, L.P.	The Aid Ambulance Company, Inc. (General Partner) & The Aid Company, Inc. (Limited Partner)	N/A	1% & 99%	100
Rural/Metro of Indiana II, L.P.	The Aid Ambulance Company, Inc. (General Partner) & Aid Ambulance at Vigo County, Inc. (Limited Partner)	N/A	1% & 99%	100
Rural/Metro of Kentucky, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of Mississippi, Inc.	R/M of Mississippi, Inc.	1	100	100
Rural/Metro of Nebraska, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of New York, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of North Florida, Inc.	Rural/Metro Corporation of Florida	7	200	100
Rural/Metro of Northern Ohio, Inc.	Rural/Metro of Ohio, Inc.	3	100	100

8

Schedules to Credit Agreement

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest	Percent Pledged
Rural/Metro of North Texas, L.P.	R/M of Texas, G.P., Inc.	N/A	100	100
Rural/Metro of Ohio, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of Oregon, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of Rochester, Inc.	Rural/Metro of New York, Inc.	7	200	100
Rural/Metro of San Diego, Inc.	Rural/Metro of California, Inc.	1	100	100
Rural/Metro of South Carolina, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of South Dakota, Inc.	Rural/Metro Corporation (Arizona)	1	100	100
Rural/Metro of Southern Ohio, Inc.	Rural/Metro Operating Company, LLC	6	750	100
Rural/Metro of Tennessee, L.P.	Rural/Metro of Tennessee G.P., Inc. & Rural/Metro of Tennessee G.P., Inc.	N/A	1% & 99%	100
Rural/Metro of Texas, Inc.	Rural/Metro of Texas Holdings, Inc.	3	5,100	100
Rural/Metro of Texas, L.P.	Rural/Metro of Texas G.P., Inc. & Rural/Metro of Texas, Inc.	N/A	1% & 99%	100
Rural/Metro Protection Services, Inc.	Rural/Metro Corporation (Arizona)	2	20,000	100
Rural/Metro Texas Holdings, Inc.	Rural/Metro Corporation (Arizona)	1	100	100

9

Schedules to Credit Agreement

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest	Percent Pledged
SW General, Inc.	Rural/Metro Operating Company, LLC	25	1,000,000	100
Sioux Falls Ambulance, Inc.	Medical Transportation Services, Inc.	11 & 12	1 & 9	100
South Georgia Emergency Medical Services, Inc.	Rural/Metro Operating Company, LLC	6	65	100
Southwest Ambulance and Rescue of Arizona, Inc.	Southwest Ambulance of Casa Grande, Inc.	1	100	100
Southwest Ambulance of Casa Grande, Inc.	Rural/Metro Operating Company, LLC	3	10,000	100
Southwest Ambulance of New Mexico, Inc.	Rural/Metro Operating Company, LLC	2	1,000	100
Southwest Ambulance of Tucson, Inc.	MO-RO-KO, Inc.	11	36,387	100
Southwest General Services, Inc.	Rural/Metro Operating Company, LLC	9	1,000	100
The Aid Ambulance Company, Inc.	Rural/Metro of Indiana, Inc.	1	100	100
The Aid Company, Inc.	Rural/Metro Operating Company, LLC	9	573	100
Towns Ambulance Services, Inc.	Rural/Metro of New York, Inc.	3	100	100
Valley Fire Service, Inc.	Rural/Metro of Oregon, Inc.	4	100	100

10

Schedules to Credit Agreement

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest	Percent Pledged
W & W Leasing Company, Inc.	Rural/Metro Corporation (Arizona)	3	10,000	100

11

Schedules to Credit Agreement

Schedule 3.11(b)

Leased and Owned Real Property

Owned Property

Entity of Record	Location Address	State
Rural/Metro of Tennessee, LP	1012 Summer Wood Dr	Knoxville, TN
Rural/Metro of Tennessee, LP	160 Campbell Station Rd	Knoxville, TN
Valley Fire Service, Inc.	2428 Williams Highway	Grants Pass, OR
Valley Fire Service, Inc.	5421 Upper River Rd	Grants Pass, OR
Valley Fire Service, Inc.	807 NE 6th St	Grants Pass, OR
Valley Fire Service, Inc.	811 NE 6th St	Grants Pass, OR
Valley Fire Service, Inc.	8199 Redwood Highway	Wilderville, OR
Rural/Metro of North Florida, Inc.	4930 Glover Ln	Milton, FL
RMC Corporate Center, L.L.C.	4141 N Granite Reef Rd	Scottsdale, AZ
Rural/Metro Corporation, An Arizona Corporation	1992-2004 E 1st St (Rio Salado Pkwy)	Tempe, AZ
SW General, Inc.	2741 N Houghton	Tucson, AZ
SW General, Inc.	4300 N Kolb	Tucson, AZ
SW General, Inc.	Jacs Meadows #10	Tucson, AZ
SW General, Inc.	Vacant Land - 5th Street	Florence, AZ

Leased Property

See attached.

12

Schedules to Credit Agreement

Schedule 3.11(e)

Contractual Rights Related to Mortgaged Properties

None.

13

Schedules to Credit Agreement

Schedule 3.14

Environmental Matters

None.

14

Schedules to Credit Agreement

Schedule 3.17

Insurance

See attached.

15

Schedules to Credit Agreement

Schedule 5.16

Liens to be Discharged

Description of Liens against Granite Reef

1. A Deed of Trust for performance dated as of May 1, 2000, by and between RMC Corporate Center, L.L.C., an Arizona limited liability company, as Trustor; Transnation Title Insurance Company, as Trustee; and Healthcare Insurance Services, Inc., as Beneficiary, recorded June 22, 2000 as Instrument No. 2000-0472985; as assigned to Gallagher Healthcare Insurance Services, Inc., a Texas corporation, said assignment was recorded on September 28, 2001, as Instrument No. 2001-0902077.

2. A Deed of Trust for performance dated as of June 5, 2001, by and between RMC Corporate Center, L.L.C., an Arizona limited liability company, as Trustor; Transnation Title Insurance Company, as Trustee; and Transatlantic Reinsurance Company, as Beneficiary, recorded October 31, 2002, Instrument No. 2002-1148086, as modified by that certain Modification of Deed of Trust recorded August 8, 2003, as Instrument No. 2003-1085695, as further modified by that certain Second Modification of Deed of Trust recorded August 8, 2003, in Instrument No. 2003-1085696.

16

Schedules to Credit Agreement

Schedule 6.01

Existing Indebtedness

• Notes Payable (balances as of 12/31/04):

• In favor of Mark Joseph, with a principal balance of $2,041,737

• In favor of James & Christina Ronstadt, with a principal balance of $58,580

• In favor of John & Gaciella Montano, with a principal balance of $58,580

• In favor of James Loures, with a principal balance of $125,000

• Capital Leases (balances as of 12/31/04):

• Express America Mortgage Corp, with a principal balance of $56,645

• Qwest Technology Finance, with a principal balance of $15,927

• SBC Capital Services – Telephone System, with a principal balance of $19,147

• Covenant Not to Compete – Sherrill & Antoinette Huff, with a principal balance of $50,000

• First American Collection – Ambulances (Valley Services), with a principal balance of $54,133

• Americas Mortgage, with a principal balance of $69,602

• Indebtedness in the form of Guarantees by the Parent of lease obligations of its Subsidiaries in the ordinary course of business.

• Outstanding Letters of Credit:

Beneficiary	Applicant	Issuer	Amount
Area Metropolitan Ambulance Authority DBA Medstar	Rural/Metro of North Texas, L.P.	JP Morgan Chase Bank, N.A.	$	1,000,000
Ohio Bureau of Workers’ Compensation	Rural/Metro of Ohio, Inc.	JP Morgan Chase Bank Global Trade Services	$	605,000
CS 101, Inc.	Rural/Metro Corporation	Wells Fargo Bank, N.A	$	360,000
		Total Outstanding             Letters of Credit	$	1,965,000

17

Schedules to Credit Agreement

Schedule 6.02

Existing Liens

• Lien on 50% of the shares of Rural/Metro Mid-Atlantic II, Inc., held by Mark Joseph to secure payment of remaining amount on outstanding Note to purchase such 50%.

• Cash collateral for the letters of credit issued by JP Morgan Chase Bank, N.A., JP Morgan Chase Global Trade Services, and Wells Fargo Bank, N.A. described in Schedule 6.01.

Debtor: American Limousine Service, Inc.

JURISDICTION	FILE NUMBER	FILING DATE	TYPE OF FILING	SECURED PARTY	DESCRIPTION OF COLLATERAL	SEARCH DATE
Ohio – Secretary of State	AM08659	8/18/1995	UCC-1	Associates Leasing, Inc.	Leased equipment	1/14/05
	2001600074	6/05/2000	Continuation of AM08659			1/14/05
Debtor: Medstar Emergency Medical Services, Inc.
JURISDICTION	FILE NUMBER	FILING DATE	TYPE OF FILING	SECURED PARTY	DESCRIPTION OF COLLATERAL	SEARCH DATE
Alabama – SOS	2000-38866	9/26/2000	UCC-1	Fleet Leasing Corporation	Leased equipment
UCC Debtor Search	2001-2470	6/26/2001	UCC-1	Gulf Telephone Company	Telephones
Debtor: Mobile Medical Transportation, Inc.
JURISDICTION	FILE NUMBER	FILING DATE	TYPE OF FILING	SECURED PARTY	DESCRIPTION OF COLLATERAL	SEARCH DATE
Maryland - SOS	180088123	1/08/1998	UCC-1	First Maryland Leasecorp	Leased equipment	1/20/05

18

Schedules to Credit Agreement

Debtor: Mobile Medical Transportation, Inc.
JURISDICTION	FILE NUMBER	FILING DATE	TYPE OF FILING	SECURED PARTY	DESCRIPTION OF COLLATERAL	SEARCH DATE
Maryland - SOS	39100000013334	6/24/1998	UCC-1	Chesapeake Industrial Leasing Co., Inc.	Intra- Aortic Balloon Pump	1/20/05

Debtor: Rural/Metro Corporation
JURISDICTION	FILE NUMBER	FILING DATE	TYPE OF FILING	SECURED PARTY	DESCRIPTION OF COLLATERAL	SEARCH DATE
Arizona – SOS	01068127	5/14/1999	UCC-1	Ervin Leasing Company	1 40’ Container	1/25/05
Arizona – SOS	01122694	6/21/2000	UCC-1	NMHG Financial Services, Inc.	Leased equipment	1/25/05
Arizona – SOS	01136862	9/05/2000	UCC-1	Ervin Leasing Company	Storage Container	1/25/05
Arizona – SOS	200312754479	9/12/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Arizona – SOS	200413073731	3/09/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413110113	4/16/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413197445	6/25/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413073731	3/09/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413197456	6/25/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413240676	7/16/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413266041	7/27/2004	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Arizona – SOS	200413266052	7/27/2004	UCC-1	IOS Capital	Leased equipment	1/25/05

19

Schedules to Credit Agreement

Arizona – SOS	200413266041	7/27/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413282201	8/12/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413282314	8/12/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413282392	8/12/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413283611	8/13/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413286396	8/17/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413286409	8/17/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413286410	8/17/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413286421	8/17/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413286432	8/17/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413286443	8/17/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413307234	8/31/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413307369	8/31/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413308655	9/01/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413309123	9/02/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200412259350	10/19/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413471551	12/27/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413471562	12/27/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413471573	12/27/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Arizona – SOS	200413471700	12/27/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Delaware - SOS	30965650	4/14/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3111237 7	4/30/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05

20

Schedules to Credit Agreement

Delaware - SOS	3111242 7	4/30/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3111248 4	4/14/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3111910 9	4/14/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3121347 2	5/12/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3121353 0	5/12/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3121836 4	5/13/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3123179 7	5/14/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3123181 3	5/14/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3196012 2	7/29/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3212094 0	8/14/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3231092 1	9/08/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3234623 0	9/11/2003	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	3273913 7	10/09/2003	UCC-1	IOS Capital	Leased equipment	1/25/05
Delaware - SOS	3273943 4	10/09/2003	UCC-1	IOS Capital	Leased equipment	1/25/05
Delaware - SOS	3299792 5	11/05/2003	UCC-1	IOS Capital	Leased equipment	1/25/05
Delaware - SOS	3299805 5	11/05/2003	UCC-1	IOS Capital	Leased equipment	1/25/05
Delaware - SOS	3313913 9	11/21/2003	UCC-1	IOS Capital	Leased equipment	1/25/05
Delaware - SOS	3313915 4	11/21/2003	UCC-1	IOS Capital	Leased equipment	1/25/05

21

Schedules to Credit Agreement

Delaware - SOS	40300170	1/12/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Delaware - SOS	4045864 8	2/02/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Delaware - SOS	4045868 9	2/02/2004	UCC-1	IOS Capital	Leased equipment	1/25/05
Delaware - SOS	4055586 4	2/27/2004	UCC-1	IOS Capital, LLC	Leased equipment	1/25/05
Delaware - SOS	4365605 7	12/28/2004	UCC-1	IBM Credit LLC	Leased equipment	1/25/05

Debtor: SW General, Inc.
JURISDICTION	FILE NUMBER	FILING DATE	TYPE OF FILING	SECURED PARTY	DESCRIPTION OF COLLATERAL	SEARCH DATE
Arizona - SOS	01063484	4/09/1999	UCC-1	Ervin Leasing Company	1 40 Foot Container	SEARCH DATE
Arizona - SOS	01063485	4/09/1999	UCC-1	Ervin Leasing Company	1 40 Foot Container	SEARCH DATE
Debtor: W & W Leasing Company, Inc.
JURISDICTION	FILE NUMBER	FILING DATE	TYPE OF FILING	SECURED PARTY	DESCRIPTION OF COLLATERAL	SEARCH DATE
Nevada – SOS	2002007416-4	3/22/2002	UCC-1	Wilkinson, Mitchell W.	Trucks and equipment	1/25/05

22

Schedules to Credit Agreement

Schedule 6.04

Existing Investments

• Rural/Metro of San Diego, Inc. owns 50% membership interest in San Diego Medical Services Enterprise, LLC.

• Eastern Ambulance Service, Inc. owns 50% interest in Eastern Ambulance Service, Inc.- Lincoln.

• Mobile Medical Transportation, Inc. owns 50% membership interest in Medical Transportation System, LLC.

• Southwest General Services, Inc. owns 19.99% membership interest in Southwest General Services of Dallas, L.L.C.

• R/M Partners, Inc. owns 19.99% interest in HealthRide of Cleveland, Inc.

23

Schedules to Credit Agreement

Schedule 6.07

Existing Affiliate Transactions

None.

24

Schedules to Credit Agreement

Schedule 6.08

Existing Restrictions

None.

25

EX-4.3

RURAL/METRO CORPORATION

$93,500,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY

12 ³/4% SENIOR DISCOUNT NOTES DUE 2016

REGISTRATION RIGHTS AGREEMENT

March 4, 2005

Citigroup Global Markets Inc.

J.P. Morgan Securities Inc.

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

Rural/Metro Corporation (the “Issuer”), a corporation organized under the laws of Delaware, proposes to issue and sell to you (the “Initial Purchasers”) $93,500,000 aggregate principal amount at maturity of its 12 ³/4% Senior Discount Notes Due 2016 (the “Securities”) upon the terms set forth in the Purchase Agreement dated February 28, 2005 (the “Purchase Agreement”) among the Issuer and the Initial Purchasers. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Issuer agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“Accreted Value” shall have the meaning set forth in the Indenture.

“Act” shall mean the Securities Act of 1933, as amended, and, unless the context otherwise indicates, the rules and regulations of the Commission promulgated thereunder, or any successor rules and regulations thereto that may be adopted by the Commission.

“Affiliate” shall have the meaning specified in Rule 405 under the Act and the terms “controlling” and “controlled” shall have meanings correlative thereto.

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

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“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Closing Date” shall mean the date of the first issuance of the Securities.

“Commission” shall mean the Securities and Exchange Commission.

“Deferral Period” shall have the meaning indicated in Section 4(k)(ii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, or any successor rules and regulations thereto that may be adopted by the Commission.

“Exchange Offer Registration Period” shall mean the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer Registration Statement” shall mean a registration statement of the Issuer on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from any Issuer or any Affiliate of any Issuer) for New Securities.

“Final Memorandum” shall mean the offering memorandum, dated February 28, 2005 relating to the Securities, including any and all exhibits thereto.

“Holder” shall have the meaning set forth in the preamble hereto.

“Indenture” shall mean the indenture relating to the Securities, dated as of March 4, 2005 among the Issuer and Wells Fargo Bank, N.A., as trustee, as the same may be amended from time to time in accordance with the terms thereof.

“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchaser” shall have the meaning set forth in the preamble hereto.

“Issuer” shall have the meaning set forth in the preamble hereto.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

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“Majority Holders” shall mean, on any date, Holders of a majority of the aggregate principal amount of the then Accreted Value of the Securities and New Securities registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that administer an underwritten offering, if any, under a Registration Statement.

“NASD Rules” shall mean the Conduct Rules and the By-Laws of the National Association of Securities Dealers, Inc.

“New Securities” shall mean debt securities of the Issuer identical in all material respects to the Securities (except that the transfer restrictions shall be modified or eliminated, as appropriate) to be issued under the Indenture.

“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Issuer to issue and deliver to the Holders that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like Accreted Value and aggregate principal amount at maturity of the New Securities.

“Registrable Securities” shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and disposed of in accordance therewith or (B) distributed to the public pursuant to Rule 144 under the Act and (ii) any New Securities resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Act.

“Registration Default Damages” shall have the meaning set forth in Section 8 hereof.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Securities” shall have the meaning set forth in the preamble hereto.

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“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” shall have the meaning set forth in Section 3(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuer pursuant to the provisions of Section 3 hereof which covers some of or all the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

“underwriter” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2. Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 240 days following the date of the original issuance of the Securities (or if such 240th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 300 days of the date of the original issuance of the Securities (or if such 300th day is not a Business Day, the next succeeding Business Day).

(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Issuer, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(c) In connection with the Registered Exchange Offer, the Issuer shall:

(i) mail or electronically transmit to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

4

(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);

(iii) use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;

(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;

(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuer is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuer has not entered into any arrangement or understanding with any person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuer’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Securities; and

(vii) comply in all respects with all applicable laws.

(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuer shall:

(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii) deliver to the Trustee for cancellation in accordance with Section 4(s) all Securities so accepted for exchange; and

(iii) cause the Trustee promptly to authenticate and deliver to each Holder a principal amount of New Securities equal to the then Accreted Value and aggregate principal amount at maturity of the Securities of such Holder so accepted for exchange.

(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13,

5

1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuer that, at the time of the consummation of the Registered Exchange Offer:

(i) any New Securities received by such Holder will be acquired in the ordinary course of business;

(ii) such Holder will have no arrangement or understanding with any person to participate in the distribution of the Securities or the New Securities within the meaning of the Act;

(iii) such Holder is not an Affiliate of any Issuer; and

(iv) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.

(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuer shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like Accreted Value and aggregate principal amount at maturity thereof of New Securities. The Issuer shall use its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.

3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not consummated within 330 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the requirement that (x) an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the

6

Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Issuer shall effect a Shelf Registration Statement in accordance with subsection (b) below.

(b) (i) The Issuer shall as promptly as practicable (but in no event more than 240 days after so required or requested pursuant to this Section 3), file with the Commission and shall use its reasonable best efforts to cause to be declared effective under the Act within 300 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuer may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii) The Issuer shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary thereof or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Issuer shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Issuer in good faith and for valid business reasons (not including avoidance of the Issuer’s obligations hereunder), including the acquisition or divestiture of assets, mergers and combinations and similar events, and (y) permitted pursuant to Section 4(k)(ii) hereof.

(iii) The Issuer shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

7

4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a) The Issuer shall:

(i) furnish to the Initial Purchasers and to counsel for the Holders, not less than five (5) Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as the Initial Purchasers reasonably propose;

(ii) include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and

(iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b) The Issuer shall ensure that:

(i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act; and

(ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(c) The Issuer shall advise the Initial Purchasers, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Issuer a telephone or facsimile number and address for notices, and, if requested by either Initial Purchaser or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuer shall have remedied the basis for such suspension):

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

8

(ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose;

(iv) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d) The Issuer shall use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction and, if issued, to obtain as soon as possible the withdrawal thereof.

(e) The Issuer shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(f) The Issuer shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including the Preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Issuer consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Issuer shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any

9

post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h) The Issuer shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such person may reasonably request. The Issuer consents to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Issuer shall arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that in no event shall the Issuer be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject.

(j) The Issuer shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request.

(k) (i) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Issuer shall promptly (or within the time period provided for by clause (ii) hereof, if applicable) prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 shall be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4(k)(i).

(ii) Upon the occurrence or existence of any pending corporate development or any other material event that, in the reasonable judgment of the Issuer, makes it appropriate

10

to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Issuer shall give notice (without notice of the nature or details of such events) to the Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 3(i) hereof, or until it is advised in writing by the Issuer that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The period during which the availability of the Shelf Registration and any Prospectus is suspended (the “Deferral Period”) shall not exceed 45 days in any three-month period or 90 days in any twelve-month period.

(l) Not later than the effective date of any Registration Statement, the Issuer shall provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company.

(m) The Issuer shall comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Act as soon as practicable after the effective date of the applicable Registration Statement and in any event no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Issuer’s first fiscal quarter commencing after the effective date of the applicable Registration Statement.

(n) The Issuer shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner.

(o) The Issuer may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of such securities as the Issuer may from time to time reasonably require for inclusion in such Registration Statement. The Issuer may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(p) In the case of any Shelf Registration Statement, the Issuer shall enter into customary agreements (including, if requested, an underwriting agreement in customary form) and take all other appropriate actions in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof.

(q) In the case of any Shelf Registration Statement, the Issuer shall:

(i) make reasonably available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition

11

pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records and pertinent corporate documents of the Issuer and its subsidiaries;

(ii) cause the Issuer’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Issuer, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality;

(iii) in the case of any Shelf Registration that involves an underwritten public offering, make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) in the case of any Shelf Registration that involves an underwritten public offering, obtain opinions of counsel to the Issuer and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(v) in the case of any Shelf Registration that involves an underwritten public offering, obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Issuers (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuers or of any business acquired by the Issuers for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities or New Securities registered thereunder (provided such Holder provides such accountants with the representations as such accountants customarily require in similar situations) and the underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; and

(vi) in the case of any Shelf Registration that involves an underwritten public offering, deliver such documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuer.

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The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (q) shall be performed at (A) the effectiveness of such Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder.

(r) In the case of any Exchange Offer Registration Statement, the Issuer shall, if requested by an Initial Purchaser, or by a broker dealer that holds Securities that were acquired as a result of market making or other trading activities:

(i) make reasonably available for inspection by the requesting party, and any attorney, accountant or other agent retained by the requesting party, all relevant financial and other records, pertinent corporate documents and properties of the Issuer and its subsidiaries;

(ii) cause the Issuer’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the requesting party or any such attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by any Issuer, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Initial Purchaser or any such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality;

(iii) upon request by such Initial Purchaser, make such representations and warranties to the requesting party, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) upon request by such Initial Purchaser, obtain opinions of counsel to the Issuer and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the requesting party and its counsel), addressed to the requesting party, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the requesting party or its counsel;

(v) upon request by such Initial Purchaser, obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Issuer (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuer or of any business acquired by the Issuer for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to the requesting party, in customary form and

13

covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings, or if requested by the requesting party or its counsel in lieu of a “cold comfort” letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by the requesting party or its counsel; and

(vi) deliver such documents and certificates as may be reasonably requested by the requesting party or its counsel, including those to evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section 4(r) shall be performed at the close of the Registered Exchange Offer and the effective date of any post-effective amendment to the Exchange Offer Registration Statement.

(s) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Issuer (or to such other person as directed by the Issuer) in exchange for the New Securities, the Issuer shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

(t) The Issuer shall use its reasonable best efforts if the Securities have been rated prior to the initial sale of such Securities, to confirm such ratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration Statement.

(u) In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the NASD Rules) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Issuer shall assist such Broker-Dealer in complying with the NASD Rules.

(v) The Issuer shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement.

5. Registration Expenses. The Issuer shall bear all expenses incurred in connection with the performance of its obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Cahill Gordon & Reindel LLP, but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith.

6. Indemnification and Contribution. (a) The Issuer agrees to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any

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Registration Statement, each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers, employees, Affiliates and agents of each such Holder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of the party claiming indemnification specifically for inclusion therein. This indemnity agreement shall be in addition to any liability that the Issuer may otherwise have.

The Issuer also agrees to indemnify as provided in this Section 6(a) or contribute as provided in Section 6(d) hereof to Losses of each underwriter, if any, of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees, Affiliates or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof.

(b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser that is a Holder, in such capacity) severally and not jointly agrees to indemnify and hold harmless each Issuer, each of its directors, each of its officers who signs such Registration Statement and each person who controls any Issuer within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuer to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuer by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any such Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 or notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying

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party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. An indemnifying party shall not be liable for any settlement or compromise or consent to entry of judgment in respect of any claim or action effected without its written consent, which consent may not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have request an indemnifying party to reimburse the indemnified party for fees and expenses of counsel in accordance with this Section 6 and the indemnifying party is in material breach of this Section 6, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) the indemnifying party has received notice of the terms of the proposed settlement and of the alleged bases of the material breach and (iii) the indemnifying party shall not have cured such breach within five business days of the notice referred to in clause (ii) immediately above.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one

16

hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth in the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuer shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the Final Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls any Issuer within the meaning of either the Act or the Exchange Act, each officer of any Issuer who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as such Issuer, subject in each case to the applicable terms and conditions of this paragraph (d).

(e) The provisions of this Section 6 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Issuer or any of the indemnified persons referred to in this Section 6, and will survive the sale by a Holder of securities covered by a Registration Statement.

7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders.

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(b) No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Registration Defaults. If any of the following events shall occur, then the Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:

(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or

(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or

(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such date on which the Registration Statement ceases to be effective and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum;

provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall cease to accrue. For purposes of this Section 8, the term “Registrable Securities” shall mean the average Accreted Value of the Registrable Securities. Any Registration Default Damages accrued on Registrable Securities pursuant to this Section 8 shall be, (i) if such Registration Default Damages accrues on or prior to March 15, 2010, added to the Accreted Value of each such Registrable Security, and (ii) if such Registration Default Damages accrues after March 15, 2010, payable in cash, in each case, semiannually on each March 15 and September 15 (to the Holders of record on the March 1 and September 1 immediately preceding such dates), commencing with the first such date occurring after such Registration Default Damages commences to accrue.

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9. No Inconsistent Agreements. The Issuer has not entered into, and agree not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.

10. Amendments and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Holders of a majority of the aggregate principal amount at maturity of the Registrable Securities outstanding; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuer shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective; provided, further, that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof shall be effective as against any Holder of Registered Securities unless consented to in writing by such Holder; and provided, further, that the provisions of this Article 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Initial Purchasers and each Holder. Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement.

11. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a) if to a Holder, at the most current address given by such holder to the Issuer in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture;

(b) if to the Initial Purchasers, initially at the address or addresses set forth in the Purchase Agreement; and

(c) if to the Issuer, initially at its address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

The Initial Purchasers or the Issuer by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

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12. Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Issuer thereto, subsequent Holders of Securities and the New Securities, and the indemnified persons referred to in Section 6 hereof. The Issuer hereby agrees to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

13. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

14. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

16. Severability. In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

17. Securities Held by the Issuer, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Issuer or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuer and the several Initial Purchasers.

Very truly yours,

RURAL/METRO CORPORATION

By:

Name:

Title:

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The foregoing Agreement is hereby confirmed and

accepted as of the date first above written.

CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
By:	CITIGROUP GLOBAL MARKETS INC.
By
Name:
Title:

1

ANNEX A

Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The issuer has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.

A-1

ANNEX B

Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

B-1

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The issuer has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     , 20    , all dealers effecting transactions in the new securities may be required to deliver a prospectus.

The issuer will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resales new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

For a period of one year after the expiration date, the issuer will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The issuer has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act.

[If applicable, add information required by Regulation S-K Items 507 and/or 508.]

C-1

ANNEX D

Rider A

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchange for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

EX-4.4

RURAL/METRO OPERATING COMPANY, LLC

AND

RURAL/METRO (DELAWARE) INC.

$125,000,000

9 ⁷/8% SENIOR SUBORDINATED NOTES DUE 2015

REGISTRATION RIGHTS AGREEMENT

March 4, 2005

Citigroup Global Markets Inc.

J.P. Morgan Securities Inc.

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

Rural/Metro Operating Company, LLC (“RMOC”) and Rural/Metro (Delaware) Inc. “RMDI”), entities organized under the laws of Delaware, propose to issue and sell to you (the “Initial Purchasers”) $125,000,000 principal amount of their 9 ⁷/8% Senior Subordinated Notes Due 2015 (the “Notes”), which Notes are unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) on a senior subordinated basis by Rural/Metro Corporation (“Parent”) and the subsidiaries of RMOC and RMDI listed on the signature pages hereto (together with Parent, the “Guarantors” and, together with Parent, RMOC and RMDI, the “Issuers”) upon the terms set forth in the Purchase Agreement dated February 28, 2005 (the “Purchase Agreement”) among the Issuers and the Initial Purchasers. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Issuers agree with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“Act” shall mean the Securities Act of 1933, as amended, and, unless the context otherwise indicates, the rules and regulations of the Commission promulgated thereunder, or any successor rules and regulations thereto that may be adopted by the Commission.

“Affiliate” shall have the meaning specified in Rule 405 under the Act and the terms “controlling” and “controlled” shall have meanings correlative thereto.

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“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Closing Date” shall mean the date of the first issuance of the Securities.

“Commission” shall mean the Securities and Exchange Commission.

“Deferral Period” shall have the meaning indicated in Section 4(k)(ii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, or any successor rules and regulations thereto that may be adopted by the Commission.

“Exchange Offer Registration Period” shall mean the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer Registration Statement” shall mean a registration statement of the Issuers on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from any Issuer or any Affiliate of any Issuer) for New Securities.

“Final Memorandum” shall mean the offering memorandum, dated February 28, 2005 relating to the Securities, including any and all exhibits thereto.

“Guarantees” shall have the meaning set forth in the preamble hereto.

“Guarantors” shall have the meaning set forth in the preamble hereto.

“Holder” shall have the meaning set forth in the preamble hereto.

“Indenture” shall mean the indenture relating to the Notes, dated as of March 4, 2005 among the Issuers and Wells Fargo Bank, N.A., as trustee, as the same may be amended from time to time in accordance with the terms thereof. “Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchaser” shall have the meaning set forth in the preamble hereto.

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“Issuers” shall have the meaning set forth in the preamble hereto.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean, on any date, Holders of a majority of the aggregate principal amount of Securities and New Securities registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that administer an underwritten offering, if any, under a Registration Statement.

“NASD Rules” shall mean the Conduct Rules and the By-Laws of the National Association of Securities Dealers, Inc.

“New Securities” shall mean debt securities of the Issuers identical in all material respects to the Securities (except that the transfer restrictions shall be modified or eliminated, as appropriate) to be issued under the Indenture.

“Notes” shall have the meaning set forth in the preamble hereto.

“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Issuers to issue and deliver to the Holders that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities.

“Registrable Securities” shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and disposed of in accordance therewith or (B) distributed to the public pursuant to Rule 144 under the Act and (ii) any New Securities resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Act.

“Registration Default Damages” shall have the meaning set forth in Section 8 hereof.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

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“Securities” shall have the meaning set forth in the preamble hereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” shall have the meaning set forth in Section 3(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers pursuant to the provisions of Section 3 hereof which covers some of or all the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

“underwriter” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2. Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 240 days following the date of the original issuance of the Securities (or if such 240th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 300 days of the date of the original issuance of the Securities (or if such 300th day is not a Business Day, the next succeeding Business Day).

(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Issuers, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(c) In connection with the Registered Exchange Offer, the Issuers shall:

(i) mail or electronically transmit to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

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(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);

(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;

(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;

(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Securities; and

(vii) comply in all respects with all applicable laws.

(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:

(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii) deliver to the Trustee for cancellation in accordance with Section 4(s) all Securities so accepted for exchange; and

(iii) cause the Trustee promptly to authenticate and deliver to each Holder a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

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(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Issuers or one of their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:

(i) any New Securities received by such Holder will be acquired in the ordinary course of business;

(ii) such Holder will have no arrangement or understanding with any person to participate in the distribution of the Securities or the New Securities within the meaning of the Act;

(iii) such Holder is not an Affiliate of any Issuer; and

(iv) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.

(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.

3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not consummated within 330 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer

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or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the requirement that (x) an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below.

(b) (i) The Issuers shall as promptly as practicable (but in no event more than 240 days after so required or requested pursuant to this Section 3), file with the Commission and shall use their reasonable best efforts to cause to be declared effective under the Act within 300 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii) The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary thereof or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets, mergers and combinations and similar events, and (y) permitted pursuant to Section 4(k)(ii) hereof.

(iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with

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the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a) The Issuers shall:

(i) furnish to the Initial Purchasers and to counsel for the Holders, not less than five (5) Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use their best efforts to reflect in each such document, when so filed with the Commission, such comments as the Initial Purchasers reasonably propose;

(ii) include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and

(iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b) The Issuers shall ensure that:

(i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act; and

(ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

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(c) The Issuers shall advise the Initial Purchasers, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Issuers a telephone or facsimile number and address for notices, and, if requested by either Initial Purchaser or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuers shall have remedied the basis for such suspension):

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose;

(iv) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d) The Issuers shall use their reasonable best efforts to prevent the issuance of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction and, if issued, to obtain as soon as possible the withdrawal thereof.

(e) The Issuers shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(f) The Issuers shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including the Preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Issuers consent to the use of the Prospectus or any amendment

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or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Issuers shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h) The Issuers shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such person may reasonably request. The Issuers consent to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Issuers shall arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that in no event shall the Issuers be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject.

(j) The Issuers shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request.

(k) (i) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Issuers shall promptly (or within the time period provided for by clause (ii) hereof, if applicable) prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 shall be extended by the number of days from and including the date of the giving of a notice of suspension pursuant

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to Section 4(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4(k)(i).

(ii) Upon the occurrence or existence of any pending corporate development or any other material event that, in the reasonable judgment of the Issuers, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Issuers shall give notice (without notice of the nature or details of such events) to the Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 3(i) hereof, or until it is advised in writing by the Issuers that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The period during which the availability of the Shelf Registration and any Prospectus is suspended (the “Deferral Period”) shall not exceed 45 days in any three-month period or 90 days in any twelve-month period.

(l) Not later than the effective date of any Registration Statement, the Issuers shall provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company.

(m) The Issuers shall comply with all applicable rules and regulations of the Commission and shall make generally available to their security holders an earnings statement satisfying the provisions of Section 11(a) of the Act as soon as practicable after the effective date of the applicable Registration Statement and in any event no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Issuers’ first fiscal quarter commencing after the effective date of the applicable Registration Statement.

(n) The Issuers shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner.

(o) The Issuers may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to furnish to the Issuers such information regarding the Holder and the distribution of such securities as the Issuers may from time to time reasonably require for inclusion in such Registration Statement. The Issuers may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(p) In the case of any Shelf Registration Statement, the Issuers shall enter into customary agreements (including, if requested, an underwriting agreement in customary form) and take all other appropriate actions in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof.

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(q) In the case of any Shelf Registration Statement, the Issuers shall:

(i) make reasonably available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records and pertinent corporate documents of the Issuers and their subsidiaries;

(ii) cause the Issuers’ officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by any Issuer, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality;

(iii) in the case of any Shelf Registration that involves an underwritten public offering, make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) in the case of any Shelf Registration that involves an underwritten public offering, obtain opinions of counsel to the Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(v) in the case of any Shelf Registration that involves an underwritten public offering, obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Issuers (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuers or of any business acquired by the Issuers for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities or New Securities registered thereunder (provided such Holder provides such accountants with the representations as such accountants customarily require in similar situations) and the underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; and

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(vi) in the case of any Shelf Registration that involves an underwritten public offering, deliver such documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (q) shall be performed at (A) the effectiveness of such Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder.

(r) In the case of any Exchange Offer Registration Statement, the Issuers shall, if requested by an Initial Purchaser, or by a broker dealer that holds Securities that were acquired as a result of market making or other trading activities:

(i) make reasonably available for inspection by the requesting party, and any attorney, accountant or other agent retained by the requesting party, all relevant financial and other records, pertinent corporate documents and properties of the Issuers and their subsidiaries;

(ii) cause the Issuers’ officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the requesting party or any such attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by any Issuer, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Initial Purchaser or any such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality;

(iii) upon request by such Initial Purchaser, make such representations and warranties to the requesting party, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) upon request by such Initial Purchaser, obtain opinions of counsel to the Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the requesting party and its counsel), addressed to the requesting party, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the requesting party or its counsel;

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(v) upon request by such Initial Purchaser, obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Issuers (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuers or of any business acquired by the Issuers for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to the requesting party, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings, or if requested by the requesting party or its counsel in lieu of a “cold comfort” letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by the requesting party or its counsel; and

(vi) deliver such documents and certificates as may be reasonably requested by the requesting party or its counsel, including those to evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section 4(r) shall be performed at the close of the Registered Exchange Offer and the effective date of any post-effective amendment to the Exchange Offer Registration Statement.

(s) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Issuers (or to such other person as directed by the Issuers) in exchange for the New Securities, the Issuers shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

(t) The Issuers shall use their reasonable best efforts if the Securities have been rated prior to the initial sale of such Securities, to confirm such ratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration Statement.

(u) In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the NASD Rules) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Issuers shall assist such Broker-Dealer in complying with the NASD Rules.

(v) The Issuers shall use their reasonable best efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement.

5. Registration Expenses. The Issuers shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Cahill Gordon & Reindel LLP, but

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which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith.

6. Indemnification and Contribution. (a) The Issuers agree, jointly and severally, to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement, each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers, employees, Affiliates and agents of each such Holder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuers will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of the party claiming indemnification specifically for inclusion therein. This indemnity agreement shall be in addition to any liability that the Issuers may otherwise have.

The Issuers also agree, jointly and severally, to indemnify as provided in this Section 6(a) or contribute as provided in Section 6(d) hereof to Losses of each underwriter, if any, of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees, Affiliates or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof.

(b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser that is a Holder, in such capacity) severally and not jointly agrees to indemnify and hold harmless each Issuer, each of its directors, each of its officers who signs such Registration Statement and each person who controls any Issuer within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuers to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuers by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any such Holder may otherwise have.

15

(c) Promptly after receipt by an indemnified party under this Section 6 or notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. An indemnifying party shall not be liable for any settlement or compromise or consent to entry of judgment in respect of any claim or action effected without its written consent, which consent may not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have request an indemnifying party to reimburse the indemnified party for fees and expenses of counsel in accordance with this Section 6 and the indemnifying party is in material breach of this Section 6, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) the indemnifying party has received notice of the terms of the proposed settlement and of the alleged bases of the material breach and (iii) the indemnifying party shall not have cured such breach within five business days of the notice referred to in clause (ii) immediately above.

16

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth in the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the Final Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls any Issuer within the meaning of either the Act or the Exchange Act, each officer of any Issuer who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as such Issuer, subject in each case to the applicable terms and conditions of this paragraph (d).

17

(e) The provisions of this Section 6 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Issuers or any of the indemnified persons referred to in this Section 6, and will survive the sale by a Holder of securities covered by a Registration Statement.

7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders.

(b) No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Registration Defaults. If any of the following events shall occur, then the Issuers shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:

(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or

(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date by which reasonable best efforts are to be used to cause such effectiveness under this Agreement, then commencing on the day after such specified date, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or

(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such date on which the Registration Statement ceases to be effective and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum;

18

provided, however, that (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (c) above), Registration Default Damages shall cease to accrue.

9. No Inconsistent Agreements. The Issuers have not entered into, and agree not to enter into, any agreement with respect to their securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.

10. Amendments and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of the Holders of a majority of the aggregate principal amount at maturity of the Registrable Securities outstanding; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective; provided, further, that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof shall be effective as against any Holder of Registered Securities unless consented to in writing by such Holder; and provided, further, that the provisions of this Article 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of the Initial Purchasers and each Holder. Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement.

11. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a) if to a Holder, at the most current address given by such holder to the Issuers in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture;

(b) if to the Initial Purchasers, initially at the address or addresses set forth in the Purchase Agreement; and

(c) if to the Issuers, initially at their address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

19

The Initial Purchasers or the Issuers by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

12. Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Issuers thereto, subsequent Holders of Securities and the New Securities, and the indemnified persons referred to in Section 6 hereof. The Issuers hereby agree to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

13. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

14. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

16. Severability. In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

17. Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by any Issuer or their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

20

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuers and the several Initial Purchasers.

Very truly yours,

RURAL/METRO OPERATING COMPANY, LLC

By:

Name:

Title:

RURAL/METRO (DELAWARE) INC.

By:

Name:

Title:

RURAL/METRO CORPORATION

By:

Name:

Title:

21

AID AMBULANCE AT VIGO COUNTY, INC,	RURAL/METRO OF OREGON, INC.,
AMBULANCE TRANSPORT SYSTEMS, INC.,	RURAL/METRO OF ROCHESTER, INC.,
AMERICAN LIMOUSINE SERVICE, INC.,	RURAL/METRO OF SAN DIEGO, INC.,
BEACON TRANSPORTATION, INC.,	RURAL/METRO OF SOUTH CAROLINA, INC.,
CHOICE AMERICAN AMBULANCE SERVICE, INC.,	RURAL/METRO OF SOUTH DAKOTA, INC.,
COASTAL EMS, INC.,	RURAL/METRO OF SOUTHERN OHIO, INC.,
CORNING AMBULANCE SERVICE, INC.,	RURAL/METRO OF TEXAS, INC.,
DONLOCK, LTD.,	RURAL/METRO PROTECTION SERVICES, INC.,
E.M.S. VENTURES, INC.,	RURAL/METRO TEXAS HOLDINGS, INC.,
EMS VENTURES OF SOUTH CAROLINA, INC.,	SIOUX FALLS AMBULANCE, INC.,
EASTERN AMBULANCE SERVICE, INC.,	SOUTH GEORGIA EMERGENCY MEDICAL SERVICES, INC.,
EASTERN PARAMEDICS, INC.,	SOUTHWEST AMBULANCE AND RESCUE OF ARIZONA, INC.,
GOLD CROSS AMBULANCE SERVICES, INC.,	SOUTHWEST AMBULANCE OF CASA GRANDE, INC.,
KEEFE & KEEFE AMBULETTE, LTD.,	SOUTHWEST AMBULANCE OF NEW MEXICO, INC.,
KEEFE & KEEFE, INC.,	SOUTHWEST AMBULANCE OF TUCSON, INC.,
LASALLE AMBULANCE INC.,	SOUTHWEST GENERAL SERVICES, INC.,
MEDI-CAB OF GEORGIA, INC.,	SW GENERAL, INC.,
MEDICAL EMERGENCY DEVICES AND SERVICES (MEDS), INC.,	THE AID AMBULANCE COMPANY, INC.,
MEDICAL TRANSPORTATION SERVICES, INC.,	THE AID COMPANY, INC.,
MEDSTAR EMERGENCY MEDICAL SERVICES, INC.,	TOWNS AMBULANCE SERVICE, INC.,
MERCURY AMBULANCE SERVICE, INC.,	VALLEY FIRE SERVICE, INC.,
METRO CARE CORP.,	W&W LEASING COMPANY, INC.,
MOBILE MEDICAL TRANSPORTATION, INC.,
MO-RO-KO, INC.,	RMC CORPORATE CENTER, L.L.C.,
MULTI CAB INC.,	An Arizona Limited Liability Company
MULTI-CARE INTERNATIONAL, INC.,	By: RURAL/METRO CORPORATION,
MULTI-CARE MEDICAL CAR SERVICE, INC.,	An Arizona Corporation, Its Member
MULTI-HEALTH CORP.,
MYERS AMBULANCE SERVICE INC.,	RURAL/METRO OF INDIANA, L.P.,
NATIONAL AMBULANCE & OXYGEN SERVICE, INC.,	A Delaware Limited Partnership
NORTH MISS. AMBULANCE SERVICE, INC.,	By: THE AID AMBULANCE COMPANY, INC.,
PROFESSIONAL MEDICAL SERVICES, INC.,	A Delaware Corporation, Its General Partner
RISC AMERICA ALABAMA FIRE SAFETY SERVICES, INC.,
RMC INSURANCE LTD.,	RURAL/METRO OF INDIANA II, L.P.,
RMFD OF NEW JERSEY, INC.,	A Delaware Limited Partnership
R/M MANAGEMENT CO., INC.,	By: THE AID AMBULANCE COMPANY, INC.,
R/M OF MISSISSIPPI, INC.,	A Delaware Corporation, Its General Partner
R/M OF TENNESSEE G.P., INC.,
R/M OF TENNESSEE L.P., INC.,	RURAL/METRO MID-SOUTH, L.P.,
R/M OF TEXAS, G.P., INC.,	A Delaware Limited Partnership
R/M PARTNERS, INC.,	By: R/M OF TENNESSEE G.P., INC.,
RURAL/METRO COMMUNICATIONS SERVICES, INC.,	A Delaware Corporation, Its General Partner
RURAL/METRO CORPORATION (an Arizona Corporation),
RURAL/METRO CORPORATION OF FLORIDA,	RURAL/METRO OF NORTH TEXAS, L.P.,
RURAL/METRO CORPORATION OF TENNESSEE,	A Delaware Limited Partnership
RURAL/METRO FIRE DEPT., INC.,	By: R/M OF TEXAS G.P., INC.,
RURAL/METRO HOSPITAL SERVICES, INC.,	A Delaware Corporation, Its General Partner
RURAL/METRO LOGISTICS, INC.,
RURAL/METRO MID-ATLANTIC, INC.,	RURAL/METRO OF TEXAS, L.P.,
RURAL/METRO MID-ATLANTIC II, INC.	A Delaware Limited Partnership
RURAL/METRO OF ALABAMA, INC.,	By: R/M OF TEXAS G.P., INC.,
RURAL/METRO OF ARKANSAS, INC.,	A Delaware Corporation, Its General Partner
RURAL/METRO OF ARLINGTON, INC.,
RURAL/METRO OF BREWERTON, INC.,	RURAL/METRO OF TENNESSEE, L.P.,
RURAL/METRO OF CALIFORNIA, INC.,	A Delaware Limited Partnership
RURAL/METRO OF CENTRAL ALABAMA, INC.,	By: R/M OF TENNESSEE G.P., INC.,
RURAL/METRO OF CENTRAL COLORADO, INC.,	A Delaware Corporation, Its General Partner
RURAL/METRO OF CENTRAL OHIO, INC.,
RURAL/METRO OF COLORADO, INC.,
RURAL/METRO OF GEORGIA, INC.,
RURAL/METRO OF GREATER SEATTLE, INC.,	By:
RURAL/METRO OF INDIANA, INC.,	Name:
RURAL/METRO OF KENTUCKY, INC.,	Title:
RURAL/METRO OF MISSISSIPPI, INC.,
RURAL/METRO OF NEBRASKA, INC.,
RURAL/METRO OF NEW YORK, INC.,
RURAL/METRO OF NORTH FLORIDA, INC.,
RURAL/METRO OF NORTHERN OHIO, INC.,
RURAL/METRO OF OHIO, INC.,

1

The foregoing Agreement is hereby confirmed and

accepted as of the date first above written.

CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES INC.

By:	CITIGROUP GLOBAL MARKETS INC.
By
Name:
Title:

1

ANNEX A

Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The issuers have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.

A-1

ANNEX B

Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

B-1

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The issuers have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     , 20    , all dealers effecting transactions in the new securities may be required to deliver a prospectus.

The issuers will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resales new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

For a period of one year after the expiration date, the issuers will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act.

[If applicable, add information required by Regulation S-K Items 507 and/or 508.]

C-1

ANNEX D

Rider A

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchange for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.