AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EMERGENCY MEDICAL SERVICES L.P.
Exhibit 3.6
AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EMERGENCY MEDICAL SERVICES L.P.
This Amendment to Agreement of Limited Partnership of Emergency Medical Services LP, dated as of February 10, 2005 (the “AGREEMENT”), dated December 20, 2005.
Capitalized terms are defined in the Agreement or in the Amended and Restated Agreement of Limited Partnership of the Partnership attached hereto as Exhibit A (the “RESTATED AGREEMENT”).
RECITALS OF AMENDMENT
In order to complete an initial public offering, the Partnership has determined to effect a reorganization pursuant to which the Partnership will become a subsidiary of a newly-formed Delaware corporation to be named “Emergency Medical Services Corporation” (the “COMPANY”). By the execution of this Amendment, the Partners are authorizing each of the following actions, which together constitute the “REORGANIZATION”.
THE FOLLOWING STEPS ARE DEEMED TO OCCUR CONCURRENTLY (THE “EFFECTIVE TIME”):
| • | The Company files its amended and restated charter to provide for Class A Common Stock and Class B Common Stock and Class B Special Voting Stock. |
| • | The Company and the Partnership execute and deliver the Voting and Exchange Trust Agreement and it becomes effective by its terms. |
| • | The stockholders of the General Partner (Onex American Holdings II LLC and Xxxxxx X. Xx Xxxxx) contribute all of the common stock of the General Partner to the Company in exchange for 20 shares of Class B Common Stock (a one-for-one exchange). |
| • | The General Partner merges with the Company, with the Company being the surviving corporation. |
| • | Xxxxx Xxxxxxxx LLC and Xxxxxx X. Xxxxxxx are deemed to have contributed their Class A Units to the Company in exchange for Class B Common Stock (a one-for-one exchange). |
| • | All holders of Class B Units are deemed to have contributed their Class B Units to the Company in exchange for shares of Class A Common Stock (a one-for-one exchange). |
| • | The Restated Agreement becomes effective by its terms, the terms and conditions of the remaining Class A Units are amended to have the terms set forth in the Restated Agreement (including Exhibit I thereto) and, as amended, the Class A Units are designated “LP Exchangeable Units.” |
If at any time, the Company effects a stock split to reflect the pricing of the Class A Common Stock in the Company’s initial public offering, then concurrently with that stock split, the Partnership will effect a Unit split reflecting the same ratio of new Units for existing Units.
THE FOLLOWING STEPS ARE THEN DEEMED TO OCCUR CONCURRENTLY:
| • | The Company issues and sells Class A Common Stock pursuant to the underwriting agreement for its initial public offering. |
| • | The Company contributes the net proceeds of the offering to the Partnership in exchange for a number of GPL Units equal to number of shares of Class A Common Stock sold in the initial public offering. |
| • | The Partnership uses the net proceeds of the offering as described in the prospectus for the Company’s initial public offering. |
The foregoing sets forth the entire amendment to the Partnership Agreement. Except as modified specifically by this Amendment, the Agreement remains in full force and effect.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.
| GENERAL PARTNER: | ||
| EMSC, Inc. | ||
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Secretary | |
| LIMITED PARTNERS: | ||
| ONEX PARTNERS LLC | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: | Xxxxxx X. Xxxx | |
| Title: | Director | |
| By: | /s/ Xxxxxx X. Xx Xxxxx | |
| Name: | Xxxxxx X. Xx Xxxxx | |
| Title: | Director | |
| ONEX US PRINCIPALS LP | ||
| By: | Onex American Holdings GP LLC, its General Partner | |
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: | Xxxxxx X. Xxxx | |
| Title: | Representative | |
| By: | /s/ Xxxxxx X. Xx Xxxxx | |
| Name: | Xxxxxx X. Xx Xxxxx | |
| Title: | Representative | |
[Signature Page to Amendment to Agreement of Limited Partnership of Emergency Medical Services L.P.]
| EMS EXECUTIVE INVESTCO LLC | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: | Xxxxxx X. Xxxx | |
| Title: | Director | |
| ONEX EMSC CO-INVEST LP | ||
| By: | Onex Partners GP LP, its General Partner | |
| By: | Onex Partners Manager LP, its Agent | |
| By: | Onex Partners Manager GP Inc., its General Partner | |
| By: | /s/ Xxxxxx X. Xx Xxxxx | |
| Name: | Xxxxxx X. Xx Xxxxx | |
| Title: | Managing Director | |
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: | Xxxxxx X. Xxxx | |
| Title: | Vice President | |
| ONEX PARTNERS LP | ||
| By: | Onex Partners GP LP, its General Partner | |
| By: | Onex Partners Manager LP, its Agent | |
| By: | Onex Partners Manager GP Inc., its General Partner | |
| By: | /s/ Xxxxxx X. Xx Xxxxx | |
| Name: | Xxxxxx X. Xx Xxxxx | |
| Title: | Managing Director | |
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: | Xxxxxx X. Xxxx | |
| Title: | Vice President | |
[Signature Page to Amendment to Agreement of Limited Partnership of Emergency Medical Services L.P.]
| ONEX EMSC CO-INVEST LP | ||
| By: | Onex Partners GP LP, its General Partner | |
| By: | Onex Partners GP Inc., its General Partner | |
| By: | /s/ Xxxxxx X. Xx Xxxxx | |
| Name: | Xxxxxx X. Xx Xxxxx | |
| Title: | President | |
| By: | /s/ Xxxxxxx Xxxx | |
| Name: | Xxxxxxx Xxxx | |
| Title: | Vice President | |
[Signature Page to Amendment to Agreement of Limited Partnership of Emergency Medical Services L.P.]
| ONEX PARTNERS LP | ||
| By: | Onex Partners GP LP, its General Partner | |
| By: | Onex Partners GP Inc., its General Partner | |
| By: | /s/ Xxxxxx X. Xx Xxxxx | |
| Name: | Xxxxxx X. Xx Xxxxx | |
| Title: | President | |
| By: | /s/ Xxxxxxx Xxxx | |
| Name: | Xxxxxxx Xxxx | |
| Title: | Vice President | |
[Signature Page to Amendment to Agreement of Limited Partnership of Emergency Medical Services L.P.]
