Laidlaw International Inc Sample Contracts

INDENTURE
Indenture • July 15th, 2003 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York
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RIGHTS AGREEMENT DATED AS OF JUNE 23, 2003, BY AND BETWEEN LAIDLAW INTERNATIONAL, INC.
Rights Agreement • July 9th, 2003 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware
RECITALS:
Employment Agreement • August 5th, 1997 • Laidlaw Inc • Refuse systems
among
Credit Agreement • July 31st, 2006 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York
and
Employment Agreement • November 15th, 2004 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware
and
Employment Agreement • November 15th, 2004 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware
W I T N E S S E T H : - - - - - - - - - -
Supplemental Indenture • July 15th, 2003 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York
Exhibit 1 AGREEMENT AND PLAN OF MERGER BY AND AMONG LAIDLAW INC., MEDTRANS ACQUISITION CO.
Merger Agreement • January 10th, 1997 • Laidlaw Inc • Refuse systems • Delaware
BY AND AMONG
Merger Agreement • August 5th, 1997 • Laidlaw Inc • Refuse systems • Delaware
and
Employment Agreement • November 15th, 2004 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware
AGREEMENT
Merger Agreement • August 5th, 1997 • Laidlaw Inc • Refuse systems • Delaware
AGREEMENT AND PLAN OF MERGER dated as of February 8, 2007 among LAIDLAW INTERNATIONAL, INC., FIRSTGROUP PLC and FERN ACQUISITION VEHICLE CORPORATION
Merger Agreement • February 9th, 2007 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 8, 2007 among Laidlaw International, Inc., a Delaware corporation (the “Company”), FirstGroup plc, a public limited company incorporated under the laws of Scotland (“Parent”), and Fern Acquisition Vehicle Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Subsidiary”).

AGREEMENT
Pension Agreement • July 15th, 2003 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 24th, 2007 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans

THIS AMENDMENT is made effective as of the 21st day of September, 2007, by and among Laidlaw International, Inc., a Delaware corporation (“Laidlaw”), and Jeffrey W. Sanders (the “Executive”).

Laidlaw International, Inc., a Delaware corporation (“Laidlaw”)
Employment Agreement • January 24th, 2007 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

WHEREAS, Laidlaw and Executive entered into an Employment Agreement dated August 1, 2006 (the “Employment Agreement”), which Employment Agreement amended and restated the initial employment agreement by and between Laidlaw and Executive dated September 16, 2002, as amended on August 20, 2004, and replaced Change of Control Agreement dated, September 18, 2002 ; and

RECITALS
Tax Sharing Agreement • December 1st, 2003 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware
and
Employment Agreement • December 1st, 2003 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 6th, 2004 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 6, 2004, is by and among Laidlaw International, Inc., a Delaware corporation (“Parent”), Laidlaw Medical Holdings, Inc., a Delaware corporation (“Seller”) and EMSC, Inc., a Delaware corporation (“Purchaser”).

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United States Trust Company, National Association 600 Fourteenth Street, Suite 400 Washington, DC 20005-4175
Stock Purchase Agreement • February 18th, 2005 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans

This letter agreement sets forth the terms and conditions upon which Laidlaw International, Inc. (“Laidlaw”) will purchase from the Laidlaw Stock Trust (the “Trust”) established pursuant to the Laidlaw Stock Trust Agreement, dated June 20, 2003, by and between Laidlaw and United States Trust Company, National Association (“Trustee”), as amended by the First Amendment to Laidlaw Stock Trust Agreement, dated December 21, 2003 (as amended, the "Trust Agreement”), and the Trust will sell to Laidlaw, shares of common stock, par value $0.01 per share, of Laidlaw (the “Common Stock”).

AMENDMENT TO AMR STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 15th, 2005 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment to the Stock Purchase Agreement is dated as of February 10, 2005 (this “Amendment”), by and among Laidlaw International, Inc. (“Parent”), Laidlaw Medical Holdings, Inc. (“Seller”) and Emergency Medical Services Corporation (formerly known as EMSC, Inc.) (“Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the AMR Stock Purchase Agreement.

LAIDLAW INTERNATIONAL, INC. DIRECTOR /OFFICER INDEMNIFICATION AGREEMENT
Director/Officer Indemnification Agreement • July 12th, 2004 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

This Director/Officer Indemnification Agreement, dated as of April 7, 2004 (this “Agreement”), is made by and between Laidlaw International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

FOURTH AMENDMENT
Credit Agreement • February 15th, 2005 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of February 14, 2005 (this “Amendment”), is among LAIDLAW INTERNATIONAL, INC. (f/k/a Laidlaw Investments Ltd., an Ontario corporation), a Delaware corporation (“LII” or the “US Borrower”), LAIDLAW TRANSIT LTD., an Ontario corporation (“LTI”) and GREYHOUND CANADA TRANSPORTATION CORP., an Ontario corporation (together with LII and LTI, collectively, the “Borrowers”), the Lenders (as defined below) signatories hereto, CITICORP NORTH AMERICA, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as syndication agent (in such capacity, the “Syndication Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agent (in such capacity, the “Co-Documentation Agent”).

AMENDMENT TO AGREEMENT
Amendment to Agreement • December 22nd, 2004 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans

WHEREAS, Laidlaw International, Inc. (“Laidlaw”) as the reorganized successor to Laidlaw Inc. under Chapter 11 of the U.S. Bankruptcy Code, and the Pension Benefit Guaranty Corporation (“PBGC”) are parties to an Agreement dated June 18, 2003 (the “Agreement”);

LAIDLAW INTERNATIONAL, INC. $825,000,000 CREDIT AGREEMENT SECOND AMENDMENT Dated as of December 17, 2003
Credit Agreement • January 13th, 2004 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of December 17, 2003 (this “Amendment”), is among LAIDLAW INTERNATIONAL, INC. (f/k/a Laidlaw Investments Ltd., an Ontario corporation), a Delaware corporation (“LII” or the "US Borrower”), LAIDLAW TRANSIT LTD., an Ontario corporation (“LTI”) and GREYHOUND CANADA TRANSPORTATION CORP., an Ontario corporation (together with LII and LTI, collectively, the “Borrowers”), the Lenders (as defined below) signatories hereto, CITICORP NORTH AMERICA, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as syndication agent (in such capacity, the “Syndication Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agent (in such capacity, the “Co-Documentation Agent”).

AMENDMENT TO EMCARE STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 15th, 2005 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment to the Stock Purchase Agreement is dated as of February 10, 2005 (this “Amendment”), by and among Laidlaw International, Inc. (“Parent”), Laidlaw Medical Holdings, Inc. (“Seller”) and Emergency Medical Services Corporation (formerly known as EMSC, Inc.) (“Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the EmCare Stock Purchase Agreement.

AMENDMENT
Credit Agreement • July 15th, 2003 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York
AMENDMENT NO. 1
Credit Agreement • February 16th, 2007 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York

AMENDMENT NO. 1 dated as of February 14, 2007 (this “Amendment”) to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2006 (as amended, supplemented, and otherwise modified to the date hereof, the “Credit Agreement”; capitalized terms not otherwise defined herein having the definitions provided therefore in the Credit Agreement) among LAIDLAW INTERNATIONAL, INC. (f/k/a Laidlaw Investments Ltd., an Ontario corporation), a Delaware corporation (“LII” or the “US Borrower”), LAIDLAW TRANSIT LTD., an Ontario corporation (“LTI”) and GREYHOUND CANADA TRANSPORTATION CORP., an Ontario corporation (together with LII and LTI, collectively, the “Borrowers”), the Lenders party thereto, CITICORP NORTH AMERICA, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), UBS SECURITIES LLC, as syndication agent (“UBS”), MORGAN STANLEY SENIOR FUNDING, INC., as documentation agent (“MSSF”), and CITIGROUP GLOBAL MARKETS INC., UBS and MSSF, as joint lead arra

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • February 9th, 2007 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

This AMENDMENT (“Amendment”) is made and entered into as of the 8th day of February, 2007 by and between Laidlaw International, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as successor by consolidation to Wells Fargo Bank Minnesota, National Association, as rights agent (the “Rights Agent”).

CREDIT AGREEMENT Dated as of June 30, 2005 among LAIDLAW INTERNATIONAL, INC., LAIDLAW TRANSIT LTD. and GREYHOUND CANADA TRANSPORTATION CORP. as Borrowers and THE INITIAL LENDERS, SWING LINE BANKS, INITIAL CANADIAN ISSUING BANK AND INITIAL US REVOLVING...
Credit Agreement • July 1st, 2005 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans • New York

CREDIT AGREEMENT (this “Agreement”) dated as of June 30, 2005 among Laidlaw International, Inc., a Delaware corporation (the “US Borrower”), Laidlaw Transit Ltd., an Ontario corporation (“Laidlaw Transit”) and Greyhound Canada Transportation Corp., an Ontario corporation (“Greyhound Canada” and together with Laidlaw Transit, the “Canadian Borrowers” and, together with the US Borrower, the “Borrowers”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Initial Lenders”), the banks listed on the signature pages hereof as the Initial US Revolving Issuing Banks (the “Initial US Revolving Issuing Banks”), the bank listed on the signature pages hereof as the Initial Canadian Issuing Bank (the “Initial Canadian Issuing Bank”), the banks listed on the signature pages hereof as Canadian Lenders (together with the Initial Lenders, the Initial US Revolving Issuing Banks and the Initial Canadian Issuing bank, the “In

AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 12th, 2004 • Laidlaw International Inc • Local & suburban transit & interurban hwy passenger trans

This Amendment Number One to Amended and Restated Loan and Security Agreement (“Amendment”) is entered into as of July 6, 2004, by and among GREYHOUND LINES, INC., a Delaware corporation (“Borrower”), on the one hand, and the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California corporation (formerly known as Foothill Capital Corporation), as agent (“Agent”), on the other hand, in light of the following:

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