Exhibit 10.11 AMENDMENT NO. 1, dated as of March 29, 2005 (this "Amendment No. 1"), among AMR HOLDCO, INC., a Delaware corporation ("AMR Holdco"), EMCARE HOLDCO, INC., a Delaware corporation ("EmCare Holdco"; each of AMR Holdco and EmCare Holdco is...Credit Agreement • August 2nd, 2005 • Emergency Medical Services CORP • New York
By AMR HOLDCO, INC., and EMCARE HOLDCO, INC. as Borrowers andSecurity Agreement • August 2nd, 2005 • Emergency Medical Services CORP • New York
ARTICLE 1 DEFINITIONSStock Purchase Agreement • August 2nd, 2005 • Emergency Medical Services CORP • Delaware
Exhibit 10.9 AMR HOLDCO, INC. EMCARE HOLDCO, INC. 10% Senior Subordinated Notes due 2015 PURCHASE AGREEMENT dated January 27, 2005 BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. PURCHASE AGREEMENT January 27, 2005 BANC OF AMERICA...Purchase Agreement • August 2nd, 2005 • Emergency Medical Services CORP • New York
Exhibit 4.8 REGISTRATION RIGHTS AGREEMENT Dated as of February 10, 2005Registration Rights Agreement • August 2nd, 2005 • Emergency Medical Services CORP • New York
RECITALSEmployment Agreement • August 2nd, 2005 • Emergency Medical Services CORP • Texas
by and amongStock Purchase Agreement • August 2nd, 2005 • Emergency Medical Services CORP • New York
RECITALSManagement Agreement • August 2nd, 2005 • Emergency Medical Services CORP
EXHIBIT 3.4 AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • August 2nd, 2005 • Emergency Medical Services CORP • Delaware
By and BetweenStock Purchase Agreement • August 2nd, 2005 • Emergency Medical Services CORP • Delaware
Exhibit 4.5 REGISTRATION AGREEMENT THIS AGREEMENT is made as of February 10, 2005, among Emergency Medical Services L.P., a Delaware limited partnership (the "COMPANY"), and the Persons listed on Schedule A attached hereto and such other equityholders...Registration Agreement • September 14th, 2005 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
Common StockUnderwriting Agreement • December 15th, 2005 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans • New York
W I T N E S S E T HSupplemental Indenture • November 14th, 2005 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans • New York
INDENTUREIndenture • August 2nd, 2005 • Emergency Medical Services CORP • New York
FORM OF ASSIGNMENTAssignment • December 15th, 2005 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans
RECITALSEmployment Agreement • August 2nd, 2005 • Emergency Medical Services CORP • Delaware
among AMR HOLDCO, INC. and EMCARE HOLDCO, INC., as Co-Borrowers, EMERGENCY MEDICAL SERVICES L.P., as Parent Guarantor, and THE SUBSIDIARIES OF THE CO- BORROWERS, as Subsidiary Guarantors,Credit Agreement • August 2nd, 2005 • Emergency Medical Services CORP • New York
RECITALSEmployment Agreement • August 2nd, 2005 • Emergency Medical Services CORP • Delaware
March 25, 2005Stock Purchase Agreement • August 2nd, 2005 • Emergency Medical Services CORP
Reference is made to each of the Stock Purchase Agreements, dated as of December 6, 2004, by and among Laidlaw International, Inc. ("Laidlaw"), Laidlaw Medical Holdings, Inc. ("Seller") and Emergency Medical Services Corporation, as assigned on January 26, 2005 to AMR HoldCo, Inc. ("Purchaser") and amended on February 10, 2005 and, with respect to the Stock Purchase Agreement relating to American Medical Response, Inc., as further amended by the letter agreement dated March 25, 2005 (collectively, the "Stock Purchase Agreements"). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Stock Purchase Agreements.
ARTICLE 1Equityholders Agreement • September 14th, 2005 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
Exhibit 4.13 FORM OF EMERGENCY MEDICAL SERVICES CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2005 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans • Delaware
RECITALSStock Purchase Agreement • August 2nd, 2005 • Emergency Medical Services CORP • New York
SUPPLEMENTAL INDENTURE NO. 15Supplemental Indenture • August 4th, 2009 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans • New York
THIS SUPPLEMENTAL INDENTURE NO. 15 (this “Supplemental Indenture”), dated as of May 21, 2009, is among EMS Offshore Medical Services, LLC, a Delaware limited liability company and wholly owned subsidiary of American Medical Response, Inc. (the “Guaranteeing Subsidiary”); the Issuers (as defined in the Indenture referred to herein); the other Guarantors (as defined in the Indenture); and U.S. Bank Trust National Association, as trustee under the Indenture referred to below (the “Trustee”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2007 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans
THIS AMENDMENT (“Amendment”), effective on the 18th day of June, 2007, is made by and between Emergency Medical Services Corporation, a Delaware Corporation (“EMSC”) and William A. Sanger (“Executive”), in order to amend the Employment Agreement heretofore entered into between Emergency Medical Services, L.P. (“EMS L.P.”) and Executive, as assigned by EMS L.P. to EMSC on February 10, 2005. EMSC and Executive may be referred to herein collectively as the “Parties”.
AMENDMENT NO. 2Investor Equityholders Agreement • August 4th, 2009 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans • Delaware
AMENDMENT (this “Amendment”), dated as of March 12, 2009, to the INVESTOR EQUITYHOLDERS AGREEMENT (as previously amended and amended hereby, the “Agreement”), dated as of February 10, 2005, among Emergency Medical Services L.P., a Delaware limited partnership (the “Company”), Onex Partners LP, a Delaware limited partnership (“Onex Partners”), equityholders signatory thereto and such other equityholders of the Company as may, from time to time, become parties to the Agreement in accordance with the provisions thereof. Any capitalized term used herein and not defined shall have the meaning given to such term in the Agreement.
SUPPLEMENTAL INDENTURE NO. 14Supplemental Indenture • August 4th, 2009 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans • New York
THIS SUPPLEMENTAL INDENTURE NO. 14 (this “Supplemental Indenture”), dated as of November 13, 2008, is among Templeton Readings, LLC, a Maryland limited liability company and wholly owned subsidiary of EmCare, Inc. (the “Guaranteeing Subsidiary”); the Issuers (as defined in the Indenture referred to herein); the other Guarantors (as defined in the Indenture); and U.S. Bank Trust National Association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH TODD ZIMMERMANEmployment Agreement • February 23rd, 2009 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans
WHEREAS, Emergency Medical Services L.P. ("Company") and Todd Zimmerman ("Executive") entered into an Employment Agreement ("Agreement") on February 10, 2005, as amended; and
RECITALSStock Purchase Agreement • August 2nd, 2005 • Emergency Medical Services CORP • New York
ARTICLE 1Investor Equityholders Agreement • August 2nd, 2005 • Emergency Medical Services CORP • Delaware
AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH DON S. HARVEYEmployment Agreement • February 23rd, 2009 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans
WHEREAS, Emergency Medical Services, L.P. ("Purchaser") and Don S. Harvey ("Executive") entered into an Employment Agreement ("Agreement") on February 10, 2005, as amended; and
Emergency Medical Services Corporation 2007 Long-Term Incentive Plan Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • February 23rd, 2009 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans • Delaware
Nonqualified Stock Option Agreement (the "Agreement") by and between Emergency Medical Services Corporation, a Delaware corporation, (the "Company") and the undersigned employee of the Company or a subsidiary thereof (the "Optionee").
AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH DIGHTON PACKARD, M.D.Employment Agreement • February 23rd, 2009 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans
WHEREAS, Emergency Medical Services L.P. ("Company") and Dighton Packard, M.D. ("Executive") entered into an Employment Agreement ("Agreement") on April 19, 2005, as amended; and
AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH WILLIAM A. SANGEREmployment Agreement • February 23rd, 2009 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans
WHEREAS, EMSC, Inc. ("Purchaser") and William A. Sanger ("Executive") entered into an Employment Agreement ("Agreement") on December 6, 2004, as amended; and
Exhibit 1.2 FORM OF LOCK-UP AGREEMENT December ___, 2005 Banc of America Securities LLC J.P. Morgan Securities Inc. As Representatives of the several Underwriters c/o Banc of America Securities LLC 9 West 57th Street New York, NY 10019 c/o J.P. Morgan...Lock-Up Agreement • December 15th, 2005 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans
Banc of America Securities LLC J.P. Morgan Securities Inc. As Representatives of the several Underwriters c/o Banc of America Securities LLC 9 West 57th Street New York, NY 10019
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2009 • Emergency Medical Services L.P. • Local & suburban transit & interurban hwy passenger trans • Colorado
This Amended and Restated Employment Agreement (the “Agreement”) by and between American Medical Response, Inc. (the “Company”) and Mark Bruning (the “Executive”) is made and effective this 4th day of May, 2009 (the “Effective Date”).
