Underwriting AgreementUnderwriting Agreement • November 20th, 2009 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
CDRT MERGER SUB, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST FSB as TrusteeIndenture • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
INDENTURE, dated as of May 25, 2011 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among CDRT Merger Sub, Inc., a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust FSB, a federal savings bank, as Trustee.
Underwriting AgreementUnderwriting Agreement • August 7th, 2009 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
As Representatives of the Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center, North Tower New York, New York 10080
AGREEMENT AND PLAN OF MERGER among CDRT Acquisition Corporation CDRT Merger Sub, Inc. and Emergency Medical Services Corporation Dated as of February 13, 2011Merger Agreement • February 17th, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2011 (this “Agreement”), among CDRT Acquisition Corporation, a Delaware corporation (“Parent”), CDRT Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and Emergency Medical Services Corporation, a Delaware corporation (the “Company”).
CREDIT AGREEMENT among CDRT MERGER SUB, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, BARCLAYS CAPITAL, as Syndication Agent, and BANK OF AMERICA, N.A.,...Credit Agreement • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
CREDIT AGREEMENT, dated as of May 25, 2011, among CDRT Merger Sub, Inc. (“Merger Sub” and, at any time prior to the consummation of the Merger (as defined below), the “Borrower”), a Delaware corporation that is to be merged with and into Emergency Medical Services Corporation (and as further defined in Subsection 1.1, the “Company” and, upon and at any time after the consummation of the Merger, the “Borrower”), a Delaware corporation, the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below), BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC as Syndication Agent, BANK OF
ENVISION HEALTHCARE CORPORATION and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as TrusteeIndenture • June 19th, 2014 • Envision Healthcare Corp • Services-general medical & surgical hospitals, nec • New York
INDENTURE, dated as of June 18, 2014 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among Envision Healthcare Corporation, a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust, National Association, a national banking association, as Trustee.
CREDIT AGREEMENT among CDRT MERGER SUB, INC., and THE SUBSIDIARY BORROWERS PARTY HERETO, as Borrowers, THE LENDERS FROM TIME TO TIME PARTIES HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as an Issuing Lender, Swingline Lender, Administrative Agent and...Credit Agreement • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
CREDIT AGREEMENT, dated as of May 25, 2011, among CDRT Merger Sub, Inc. (“Merger Sub” and, at any time prior to the consummation of the Merger (as defined below), the “Parent Borrower”), a Delaware corporation that is to be merged with and into Emergency Medical Services Corporation (and as further defined in Subsection 1.1, the “Company” and, upon and at any time after the consummation of the Merger, the “Parent Borrower”), a Delaware corporation, the Subsidiary Borrowers from time to time party hereto (together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as swingline lender (in such capacity, the “Swingline Lender”), as an issuing lender (in such capacity, an “Issuing Lender”), as administrative agent (in such capacity and as further defined in Subsection 1.1, the “A
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
This INDEMNIFICATION AGREEMENT, dated as of May 25, 2011 (this “Agreement”), is among CDRT Holding Corporation, a Delaware corporation (the “Company”), Emergency Medical Services Corporation, a Delaware corporation (“Opco” and, together with the Company, the “Company Entities”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (the “Fund”), CD&R EMS Co-Investor, L.P., a Cayman Islands exempted limited partnership (“Co-Investor”), CD&R Advisor Fund VIII Co-Investor, L.P., a Cayman Islands exempted limited partnership (“Advisor”), CD&R Friends and Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (together with Co-Investor and Advisor, the “Other Investors”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
Indemnification Agreement (this “Agreement”), dated as of May 25, 2011, by and among CDRT Holding Corporation, a Delaware corporation (“Holdco”), Emergency Medical Services Corporation, a Delaware corporation (“Opco”, and Opco and Holdco individually a “Company” and together the “Companies”) and Kenneth A. Giuriceo (“Indemnitee”).
SUPPLEMENTAL INDENTURE NO. 10Supplemental Indenture • November 5th, 2008 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
THIS SUPPLEMENTAL INDENTURE NO. 10 (this “Supplemental Indenture”), dated as of October 19, 2007, is among Arizona Oasis Acquisition, Inc., an Arizona corporation 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 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMERGENCY MEDICAL SERVICES L.P.Limited Partnership Agreement • February 27th, 2008 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
This Second Amended and Restated Agreement of Limited Partnership is effective at the Effective Time, by and among Emergency Medical Services Corporation, a Delaware corporation as the general partner (the “General Partner”), and the Persons listed on Schedule A attached hereto as limited partners except that the definition of “Consent”, “Effective Time” and “Partnership Board” shall be effective as of, and Sections 8.1, 8.2 and 9 are amended and restated effective as of, January 1, 2008.
SUPPLEMENTAL INDENTURE NO. 5Supplemental Indenture • March 8th, 2007 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
THIS SUPPLEMENTAL INDENTURE NO. 5 (this “Supplemental Indenture”), dated as of August 7, 2006, is among Air Ambulance Specialists, Inc., a Colorado corporation and successor by merger to Eagle Acquisition Subsidiary, Inc., a Colorado corporation (the “Guaranteeing Subsidiary”), subsidiary of American Medical Response, Inc., a Delaware corporation, 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”).
UNITHOLDERS AGREEMENTUnitholders Agreement • February 17th, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
UNITHOLDERS AGREEMENT (this “Agreement”), dated as of February 13, 2011, by and among CDRT Acquisition Corporation, a Delaware corporation (“Parent”), CDRT Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Emergency Medical Services Corporation, a Delaware corporation (the “Company”), Emergency Medical Services L.P., a Delaware limited partnership (“EMS LP”), Onex Corporation, a corporation existing under the laws of Canada, solely in its capacity as Trustee (the “Trustee”) under the Voting and Exchange Trust Agreement, dated as of December 20, 2005, among the Company, EMS LP and the Trustee (the “Trust Agreement”), and the limited partners of EMS LP listed on the signature pages hereto (each a “Limited Partner”).
SUPPLEMENTAL INDENTURE NO. 16Supplemental Indenture • November 4th, 2009 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
THIS SUPPLEMENTAL INDENTURE NO. 16 (this “Supplemental Indenture”), dated as of September 11, 2009, is among EverRad, LLC, a Florida limited liability company and an indirect 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”).
ContractConsulting Agreement • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
This CONSULTING AGREEMENT, dated as of May 25, 2011 (this “Agreement”), is entered into by and among, CDRT Holding Corporation, a Delaware corporation (the “Company”), Emergency Medical Services Corporation, a Delaware corporation (“Opco”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“Manager”).
INTERCREDITOR AGREEMENT by and between DEUTSCHE BANK AG NEW YORK BRANCH as ABL Agent, and DEUTSCHE BANK AG NEW YORK BRANCH as Term Loan Agent Dated as of May 25, 2011Intercreditor Agreement • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
THIS INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of May 25, 2011 between DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined herein, the “ABL Agent”) for the ABL Secured Parties and DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined herein, the “Term Loan Agent”) for the Term Loan Secured Parties. Capitalized terms defined in Article 1 hereof are used in this Agreement as so defined.
EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
This Agreement is made as of August 24, 2005 by and between Emergency Medical Services Corporation, a Delaware Corporation (the “Company”), and Steve W. Ratton, Jr. (the “Executive”), effective as of the date set forth below.
AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH TODD G. ZIMMERMANEmployment Agreement • May 6th, 2009 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans
THIS AMENDMENT (“Amendment”), effective on the 16th day of March, 2009, is made by and between Emergency Medical Services Corporation, a Delaware corporation (“EMSC”), and Todd G. Zimmerman (“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, and as amended on January 1, 2009 (the “Employment Agreement”).
FIRST AMENDMENTCredit Agreement • February 13th, 2013 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of February 7, 2013 among Emergency Medical Services Corporation (the “Borrower”), various lenders from time to time party to the Credit Agreement (as defined below) and Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this First Amendment).
SEPARATION AGREEMENT AND COMPLETE SETTLEMENT AND RELEASESeparation Agreement • March 12th, 2013 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Colorado
This Separation Agreement and Complete Settlement and Release (hereinafter "Agreement") is made and entered into by and between Mark Bruning (the "Employee") and American Medical Response, Inc. ("Company"), having offices at: 6200 S. Syracuse Way, Suite 200, Greenwood Village, CO 80111.
STOCKHOLDERS AGREEMENT of ENVISION HEALTHCARE HOLDINGS, INC. dated as of August 19, 2013Shareholder Agreement • November 13th, 2013 • Envision Healthcare Corp • Services-general medical & surgical hospitals, nec • Delaware
THIS STOCKHOLDERS AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of August 19, 2013, among ENVISION HEALTHCARE HOLDINGS, INC., a Delaware corporation (and any successor in interest thereto, the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition have the meaning given to them in Section 1.1.
August 19, 2013 Clayton, Dubilier & Rice, LLC 375 Park Avenue, 18th Floor New York, NY 10152 Tel: (212) 407-5200 Attention: Richard J. Schnall Ladies and Gentleman:Consulting Agreement • November 13th, 2013 • Envision Healthcare Corp • Services-general medical & surgical hospitals, nec • New York
Reference is made to the Consulting Agreement, dated as of May 25, 2011 (the “CD&R Consulting Agreement”), among Envision Healthcare Holdings, Inc. (formerly known as CDRT Holding Corporation) (the “Company”), Envision Healthcare Corporation (formerly known as Emergency Medical Services Corporation) (“EVHC”) and Clayton, Dubilier & Rice, LLC (“CD&R”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the CD&R Consulting Agreement.
GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 25, 2011, made by CDRT ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), EMERGENCY MEDICAL SERVICES CORPORATION, a Delaware corporation (the “Borrower”) and certain Subsidiaries of the Borrower that are signatories hereto, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • March 21st, 2006 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans
Voting and Exchange Trust Agreement (this “Agreement”), dated as of December 20, 2005, among Emergency Medical Services Corporation, a Delaware corporation (the “Company”), Emergency Medical Services L.P., a Delaware limited partnership (“EMS LP”), and Onex Corporation, a corporation existing under the laws of Canada (the “Trustee”).
ENVISION HEALTHCARE CORPORATION as Issuer and the Subsidiary Guarantors from time to time party to the Indenture and WILMINGTON TRUST, NATIONAL ASSOCIATION as TrusteeFirst Supplemental Indenture • June 19th, 2014 • Envision Healthcare Corp • Services-general medical & surgical hospitals, nec • New York
JOINDER AGREEMENT TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT May 25, 2011Joinder Agreement • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
Reference is hereby made to the Exchange and Registration Rights Agreement, dated as of May 25, 2011 (the “Agreement”), by and among CDRT Merger Sub, Inc. (“CDRT”) and the Initial Purchasers named therein concerning the sale by CDRT to the Initial Purchasers of $950.0 million aggregate principal amount of CDRT’s 8.125% Senior Notes due 2019 (the “Securities”). Unless otherwise defined herein, terms defined in this Joinder Agreement and used herein shall have the meanings given them in the Agreement.
AMENDMENT NO. 2Equityholders Agreement • February 27th, 2008 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
AMENDMENT (this “Amendment”), dated as of February 26, 2008, to the EQUITYHOLDERS AGREEMENT (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”), the 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.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2008 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans
This First Amendment to the Employment Agreement is made and entered into as of the 4th day of January, 2008 by and between Emergency Medical Services Corporation (the “Company”), and Don S. Harvey (the “Executive”). For purposes of this Amendment, the Company shall also include Emergency Medical Services, L.P.
Third Supplemental IndentureThird Supplemental Indenture • May 11th, 2012 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of November 7, 2011 (this “Supplemental Indenture”), among Emergency Medical Services Corporation, a Delaware corporation (as successor by merger to CDRT Merger Sub, Inc., the “Company”), as issuer, the Subsidiary Guarantors party hereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee under the Indenture referred to below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
Indemnification Agreement (this “Agreement”), dated as of May 25, 2011, by and among CDRT Holding Corporation, a Delaware corporation (“Holdco”), Emergency Medical Services Corporation, a Delaware corporation (“Opco”, and Opco and Holdco individually a “Company” and together the “Companies”) and Ronald A. Williams (“Indemnitee”).
Employee Stock Option Agreement (Rollover Options)Employee Stock Option Agreement • August 15th, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
This Employee Stock Option Agreement, dated as of May 25, 2011, between CDRT Holding Corporation, a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the CDRT Holding Corporation Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.
AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EMERGENCY MEDICAL SERVICES L.P.Agreement of Limited Partnership • March 21st, 2006 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans
This Amendment to Agreement of Limited Partnership of Emergency Medical Services LP, dated as of February 10, 2005 (the “AGREEMENT”), dated December 20, 2005.
AMENDMENT NO. 3 TO INVESTOR EQUITYHOLDERS AGREEMENTInvestor Equityholders Agreement • February 19th, 2010 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
AMENDMENT (this "Amendment"), dated as of February 17, 2010, to the INVESTOR EQUITYHOLDERS AGREEMENT (the "Agreement"), dated as of February 10, 2005, among Emergency Medical Services Corporation, a Delaware corporation (the "Company"), Emergency Medical Services L.P., a Delaware limited partnership, Onex Partners LP, a Delaware limited partnership ("Onex Partners") and the equityholders signatory thereto. Any capitalized term used herein and not defined shall have the meaning given to such term in the Agreement.
Emergency Medical Services Corporation Amended and Restated 2007 Long-Term Incentive Plan Restricted Stock AgreementRestricted Stock Agreement • November 4th, 2010 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • Delaware
This Restricted Stock Agreement (the “Agreement”) is entered into effective as of (the “Date of Grant”) between Emergency Medical Services Corporation, a Delaware corporation, (the “Company”) and (“Participant”).
AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH RANDEL G. OWENEmployment Agreement • May 6th, 2009 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans
THIS AMENDMENT (“Amendment”), effective on the 12th day of March, 2009, is made by and between Emergency Medical Services Corporation, a Delaware corporation (“EMSC”), and Randel G. Owen (“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, and as amended on January 1, 2009 (the “Employment Agreement”).
