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Exhibit 10.50
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is
made and entered into as of this 29th day of May, 1997 by and among RURAL/METRO
CORPORATION, a corporation organized under the laws of Delaware ("Rural/Metro"
or the "Guarantor"), certain Subsidiaries of Rural/Metro designated on the
signature pages hereto (collectively, the "Borrowers" and, together with
Rural/Metro, the "Credit Parties"), the financial institutions who are or may
become party hereto (collectively, the "Lenders"), and FIRST UNION NATIONAL BANK
OF NORTH CAROLINA, a national banking association ("First Union"), as Agent for
the Lenders (the "Agent").
Statement of Purpose
The Lenders have previously agreed to extend certain credit facilities to
the Borrowers pursuant to the Credit Agreement dated as of September 29, 1995,
by and among Rural/Metro, as Guarantor, the Borrowers, the Lenders, and the
Agent as amended by the First Amendment to Credit Agreement dated as of December
20, 1996 and as supplemented by various joinder agreements executed by the
Credit Parties (as so amended and supplemented and as may be further amended,
restated or otherwise modified, the "Credit Agreement").
The parties now desire to amend the Credit Agreement in order to increase
the Aggregate Commitment from $125,000,000 to $175,000,000) and to reflect the
revised Commitments of the Lenders on the terms and conditions set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Effect of Amendment. Except as expressly amended hereby, the Credit
Agreement and Loan Documents shall be and remain in full force and effect.
2. Capitalized Terms. All capitalized undefined terms used in this Second
Amendment shall have the meanings assigned thereto in the Credit Agreement.
3. Modification of Credit Agreement. The Credit Agreement is hereby
modified as follows:
(a) Section 1.1 is hereby modified as follows:
(i) to delete the definition of Aggregate Commitment therein and to
insert the following in lieu thereof:
"Aggregate Commitment" means the aggregate amount of the Lenders'
Commitments hereunder, as such amount may be reduced
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at any time or from time to time pursuant to Section 2.5. The Aggregate
Commitment as of May 28, 1997 shall be One Hundred Seventy-Five Million
Dollars ($175,000,000)."
(ii) to add in appropriate alphabetical order the following defined
term:
"'Second Amendment' means the Second Amendment to the Credit Agreement
dated as of May 28, 1997 by and among the Credit Parties, the Lenders and
the Agent."
(iii) to add in appropriate alphabetical order the following defined
term:
"'Latin American Investments' means investments in Persons organized or
operating in any Latin American country; provided, that Latin America for
purposes of this definition shall include Mexico, Central America, South
America and the Caribbean."
(b) Section 10.4(f)(v)(B) and (C) are deleted in their entirety and the
following shall be inserted in lieu thereof:
"(B) for the Fiscal Year ending June 30, 1998, 25% of Consolidated Net
Revenues of Rural/Metro and its Subsidiaries for the previous Fiscal Year
and (C) for each Fiscal Year thereafter, 20% of Consolidated Net Revenues
of Rural/Metro and its Subsidiaries for the previous Fiscal Year."
(c) The chart reflecting mandatory reductions in the Aggregate Commitment
in Section 2.5(b) is deleted in its entirety and the following shall be inserted
in lieu thereof:
"Date Reduction to Aggregate Commitment
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September 30, 1999 $6,250,000
December 31, 1999 $6,250,000
March 31, 2000 $6,250,000
June 30, 2000 $6,250,000
September 30, 2000 $7,812,500
December 31, 2000 $7,812,500
March 31, 2001 $7,812,500
June 30, 2001 $7,812,500"
(d) (i) Section 9.1 is deleted in its entirety and replaced by the
following:
" SECTION 9.1. Total Debt Leverage Ratio. As of the end of any fiscal
quarter, permit the ratio of (a) the Consolidated Debt of Rural/Metro and
its Subsidiaries as of such fiscal quarter end to (b) the product of (i)
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Consolidated EBITDA for the period of two (2) consecutive fiscal quarters
ending on such fiscal quarter end multiplied by (ii) two (2), to exceed
4.00 to 1.00."
(ii) Section 9.2 is deleted in its entirety and replaced by the
following:
" SECTION 9.2. Senior Debt Leverage Ratio. As of the end of any fiscal
quarter, permit the ratio of (a) the difference between (i) the
Consolidated Debt of Rural/Metro and its Subsidiaries less (ii) the
Consolidated Subordinated Debt of Rural/Metro and its Subsidiaries as of
such fiscal quarter end to (b) the product of (i) Consolidated EBITDA for
the period of two (2) consecutive fiscal quarters ending on such fiscal
quarter end multiplied by (ii) two (2), to exceed 3.25 to 1.00."
(iii) Section 9.3 is deleted in its entirety and replaced by the
following:
" SECTION 9.3 Total Debt to Total Capitalization. As of the end of any
fiscal quarter, permit the ratio of (a) the Consolidated Debt of
Rural/Metro and its Subsidiaries as of such fiscal quarter end to (b) the
sum of (i) Consolidated Net Worth plus (ii) the Consolidated Debt of
Rural/Metro and its Subsidiaries, each as of such fiscal quarter end, to
exceed .60 to 1.00."
(iv) Section 9.4 is deleted in its entirety and replaced by the
following:
" SECTION 9.4 Fixed Charge Coverage Ratio. As of the end of any fiscal
quarter, permit the ratio of (a) the product of (i) Consolidated EBIRTA
for the period of two (2) consecutive fiscal quarters ending on such
fiscal quarter end multiplied by (ii) two (2) to (b) the product of (i)
Consolidated Fixed Charges for such period of two (2) consecutive fiscal
quarters multiplied by (ii) two (2), to be less than (A) 2.00 to 1.00 from
and after the Closing Date through and including June 30, 1999 and (B)
2.50 to 1.00 thereafter."
(v) The first sentence of Section 9.5 is deleted in its entirety and
replaced by the following:
"As of the end of any fiscal quarter, permit the ratio of (a) the product
of (i) Consolidated EBIRTA for the period of two (2) consecutive fiscal
quarters ending on such fiscal quarter end multiplied by (ii) two (2) to
(b) Consolidated Debt Service to be less than (i) 1.50 to 1.00 from and
after the Closing Date through and
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including June 30, 1999 and (ii) 1.75 to 1.00 thereafter."
(vi) The first sentence of Section 9.7 shall be deleted in its
entirety and the following inserted in lieu thereof:
"Make or incur Capital Expenditures during the following periods in an
aggregate amount in excess of the following amounts: (a) for the Fiscal
Year ending June 30, 1997, $22,000,000; (b) for the Fiscal Year ending
June 30, 1998, $24,000,000; (c) for the Fiscal Year ending June 30, 1999,
$25,000,000; (d) for the Fiscal Year ending June 30, 2000, $30,000,000;
(e) for the Fiscal Year ending June 30, 2001, $35,000,000; and (f)
$40,000,000 thereafter."
(e) Exhibit M shall be deleted in its entirety and Exhibit M attached
hereto shall be inserted in lieu thereof.
(f) Schedule 1 shall be deleted in its entirety and Schedule 1 attached
hereto shall be substituted in lieu thereof.
4. Conditions. The effectiveness of the amendments set forth herein shall
be conditioned upon delivery to the Agent of the following items:
(a) Notes. The Borrowers shall issue and deliver to the Agent, in
exchange for the Notes outstanding, new Notes, payable to each Lender in
the amount of such Lender's respective Commitment.
(b) Officer's Certificate. The Agent shall have received a
certificate from the chief executive officer or chief financial officer of
Rural/Metro, on behalf of the Credit Parties, in form and substance
reasonably satisfactory to the Agent, to the effect that all
representations and warranties of the Credit Parties contained in the
Credit Agreement and the other Loan Documents are true, correct and
complete in all material respects; that the Credit Parties are not in
violation of any of the covenants contained in the Credit Agreement and
the other Loan Documents; that, after giving effect to the transactions
contemplated by this Second Amendment, no Default or Event of Default has
occurred and is continuing; and that the Credit Parties have satisfied
each of the closing conditions to be satisfied thereby.
(c) Closing Certificate of each Credit Party. The Agent shall have
received a certificate of the secretary or assistant secretary of each
Credit Party certifying, as applicable, that (i) (A) the articles of
incorporation and bylaws of such Credit Party (or applicable documentation
in the case of any Credit Party organized as a partnership or a
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limited liability company) delivered to the Agent on September 29, 1995
(or, with respect to any Credit Party who joined the Credit Agreement
after the Closing Date, the date of the applicable Joinder Agreement
executed by such Credit Party) have not been repealed, revoked, rescinded
or amended in any respect or (B) that, if such documents have not
previously been provided to the Agent, such documents are attached thereto
and have not been repealed, revoked, rescinded or amended in any respect;
(ii) that attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors of such Credit Party or the general
partner or member of such Credit Party, as applicable, authorizing the
transactions contemplated herein, the additional borrowings by the
Borrowers contemplated hereunder and the execution, delivery and
performance of this Second Amendment and the other documents related
thereto (collectively, the "Second Amendment Documents") to which it is a
party; and (iii) as to the incumbency and genuineness of the signature of
each officer of such Credit Party or the general partner or member of such
Credit Party, as applicable executing Loan Documents to which such Credit
Party is a party.
(d) Certificates of Good Standing. The Agent shall have received
short-form certificates as of a recent date of the good standing of each
Credit Party under the laws of their respective jurisdictions of
organization and such other jurisdictions requested by the Agents.
(e) Opinions of Counsel. The Agent shall have received favorable
opinions of counsel to the Credit Parties addressed to the Agent and the
Lenders with respect to such Persons and the Loan Documents, as modified
by this Second Amendment, reasonably satisfactory in form and substance to
the Agent and the Lenders.
(f) Fees. In order to compensate the Agent for its obligations
hereunder, the Borrowers agree to pay (i) to the Agent, for its own
account, the arrangement fee and (ii) to the Agent, for the account of the
Lenders, the amendment fee and the upfront fee, all as set forth in that
certain letter agreement between the Agent and Rural/Metro dated April 30,
1997.
5. Representations and Warranties/No Default. By their execution hereof,
the Credit Parties hereby certify that each of the representations and
warranties set forth in the Credit Agreement and the other Loan Documents is
true and correct as of the date hereof as if fully set forth herein and that, as
of the date hereof, no Default or Event of Default has occurred and is
continuing.
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6. Expenses. The Credit Parties shall pay all reasonable out-of-pocket
expenses of the Agent in connection with the preparation, execution and delivery
of this Second Amendment and the other Second Amendment Documents, including
without limitation, the reasonable fees and disbursements of counsel for the
Agent.
7. Governing Law. This Second Amendment shall be governed by, construed
and enforced in accordance with the laws of the State of North Carolina without
reference to the conflicts or choice of law principles thereof.
8. Counterparts. This Second Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment
to be duly executed as of the date and year first above written.
BORROWERS:
THE AID AMBULANCE COMPANY, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
AID AMBULANCE AT VIGO COUNTY, INC.,
an Indiana corporation
By:________________________________
Name:___________________________
Title:__________________________
THE AID COMPANY, INC., an Indiana
corporation
By:________________________________
Name:___________________________
Title:__________________________
AMERICAN LIMOUSINE SERVICE, INC., an
Ohio corporation
By:________________________________
Name:___________________________
Title:__________________________
BEACON TRANSPORTATION, INC., a New
York corporation
By:________________________________
Name:___________________________
Title:__________________________
CITY WIDE AMBULANCE SERVICE, INC.,
an Ohio corporation
By:________________________________
Name:___________________________
Title:__________________________
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CORNING AMBULANCE SERVICE INC., a
New York corporation
By:________________________________
Name:___________________________
Title:__________________________
DONLOCK, LTD., a Pennsylvania
corporation
By:________________________________
Name:___________________________
Title:__________________________
E.M.S. VENTURES, INC., a Georgia
corporation
By:________________________________
Name:___________________________
Title:__________________________
EMS VENTURES OF SOUTH CAROLINA,
INC., a South Carolina corporation
By:________________________________
Name:___________________________
Title:__________________________
EASTERN AMBULANCE SERVICE, INC., a
Nebraska corporation
By:________________________________
Name:___________________________
Title:__________________________
EASTERN PARAMEDICS, INC., a Delaware
corporation
By:________________________________
Name:___________________________
Title:__________________________
GOLD CROSS AMBULANCE SERVICES, INC.,
a Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
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GOLD CROSS AMBULANCE SERVICE OF PA.,
INC., an Ohio corporation
By:________________________________
Name:___________________________
Title:__________________________
LASALLE AMBULANCE INC., a New York
corporation
By:________________________________
Name:___________________________
Title:__________________________
MEDICAL TRANSPORTATION SERVICES,
INC., a South Dakota corporation
By:________________________________
Name:___________________________
Title:__________________________
MEDSTAR EMERGENCY MEDICAL SERVICES,
INC., a Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
MERCURY AMBULANCE SERVICE, INC., a
Kentucky corporation
By:________________________________
Name:___________________________
Title:__________________________
METRO CARE CORP., an Ohio corporation
By:________________________________
Name:___________________________
Title:__________________________
METROPOLITAN FIRE DEPT., INC., an
Arizona corporation
By:________________________________
Name:___________________________
Title:__________________________
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MYERS AMBULANCE SERVICE, INC., an
Indiana corporation
By:________________________________
Name:___________________________
Title:__________________________
NATIONAL AMBULANCE & OXYGEN SERVICE,
INC., a New York corporation
By:________________________________
Name:___________________________
Title:__________________________
PHYSICIANS AMBULANCE SERVICE, INC.,
a Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
PROFESSIONAL MEDICAL SERVICES, INC.,
an Arkansas corporation
By:________________________________
Name:___________________________
Title:__________________________
REGIONAL ACQUISITION, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RMC CORPORATE CENTER, L.L.C., an
Arizona limited liability company
By: RURAL/METRO CORPORATION,
an Arizona corporation,
Its Member
By:________________________________
Name:___________________________
Title:__________________________
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RMC INSURANCE, LTD., a Barbados
corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO COMMUNICATIONS SERVICES,
INC., a Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO INTERNATIONAL, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
R/M MANAGEMENT CO., INC., an Arizona
corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO TEXAS HOLDINGS, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO CORPORATION, an Arizona
corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO CORPORATION OF FLORIDA,
a Florida corporation
By:________________________________
Name:___________________________
Title:__________________________
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RURAL/METRO CORPORATION OF
TENNESSEE, a Tennessee corporation
By:________________________________
Name:___________________________
Title:__________________________
R/M OF TENNESSEE G.P., INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
R/M OF TENNESSEE L.P., INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF TENNESSEE L.P., a
Delaware limited partnership
By: R/M OF TENNESSEE G.P., INC.,
a Delaware corporation,
Its General Partner
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO FIRE DEPT., INC., an
Arizona corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF ALABAMA, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
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RURAL/METRO OF ARKANSAS, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF ARLINGTON, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF ATLANTA, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF CALIFORNIA, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO CANADIAN HOLDINGS, INC.,
a Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF CENTRAL ALABAMA,
INC., a Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF CENTRAL OHIO, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
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RURAL/METRO OF GEORGIA, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF INDIANA, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF INDIANA, L.P., a
Delaware limited partnership
By: THE AID AMBULANCE COMPANY, INC.,
a Delaware corporation,
Its General Partner
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF INDIANA II, L.P., a
Delaware limited partnership
By: THE AID AMBULANCE COMPANY, INC.,
a Delaware corporation,
Its General Partner
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF KENTUCKY, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF NEBRASKA, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
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RURAL/METRO OF NEW YORK, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF NORTH FLORIDA, INC.,
a Florida corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF OHIO, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF OREGON, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF ROCHESTER, INC., a
New York corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF SOUTH CAROLINA, INC.,
a Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF SOUTH DAKOTA, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
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RURAL/METRO OF TEXAS, INC., a
Delaware corporation
By:________________________________
Name:___________________________
Title:__________________________
RURAL/METRO OF TEXAS, L.P., a
Delaware limited partnership
By: R/M OF TEXAS G.P., INC.,
a Delaware corporation,
Its General Partner
By:________________________________
Name:___________________________
Title:__________________________
R/M OF TEXAS G.P., INC., a Delaware
corporation
By:________________________________
Name:___________________________
Title:__________________________
SIOUX FALLS AMBULANCE, INC., a South
Dakota corporation
By:________________________________
Name:___________________________
Title:__________________________
TOWNS AMBULANCE SERVICE, INC., a New
York corporation
By:________________________________
Name:___________________________
Title:__________________________
VALLEY FIRE SERVICE, INC., a Delaware
corporation
By:________________________________
Name:___________________________
Title:__________________________
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W & W LEASING COMPANY, INC., an
Arizona corporation
By:________________________________
Name:___________________________
Title:__________________________
THE WESTERN NEW YORK EMERGENCY
MEDICAL SERVICES TRAINING INSTITUTE
INC., a New York corporation
By:________________________________
Name:___________________________
Title:__________________________
GUARANTOR:
RURAL/METRO CORPORATION, a Delaware
corporation
By:________________________________
Name:___________________________
Title:__________________________
AGENT:
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA, as Agent
By:_______________________________
Name:_____________________________
Title:____________________________
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LENDERS:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, as Lender
By:________________________________
Name:___________________________
Title:__________________________
FLEET BANK, N.A. (formerly known as
Natwest Bank N.A.)
By:________________________________
Name:___________________________
Title:__________________________
THE FIRST NATIONAL BANK OF CHICAGO
By:________________________________
Name:___________________________
Title:__________________________
ABN AMRO BANK N.V.
By:________________________________
Name:___________________________
Title:__________________________
By:________________________________
Name:___________________________
Title:__________________________
WELLS FARGO BANK, N.A. (formerly
known as First Interstate Bank of
Arizona, N.A.
By:________________________________
Name:___________________________
Title:__________________________
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THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED
By:________________________________
Name:___________________________
Title:__________________________
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:________________________________
Name:___________________________
Title:__________________________
BANQUE PARIBAS
By:________________________________
Name:___________________________
Title:__________________________
By:________________________________
Name:___________________________
Title:__________________________
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Confirmation of Subsidiary Guaranty
By execution of this Second Amendment, the undersigned hereby expressly
consents to the modifications and amendments set forth herein, and hereby
acknowledges, represents and agrees that its guaranty obligations set forth in
Article XI of the Credit Agreement remain in full force and effect.
RURAL/METRO CORPORATION, A
DELAWARE CORPORATION
By:________________________________
Name:___________________________
Title:__________________________