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.
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
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”).
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.
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.
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.
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”).
Second Supplemental IndentureSecond Supplemental Indenture • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 25, 2011 (this “Second Supplemental Indenture”), among Emergency Medical Services Corporation, a Delaware corporation, as successor to the Predecessor Company (as defined below) (the “Successor Company”), the Subsidiary Guarantors signatory to this Second Supplemental Indenture (the “Subsidiary Guarantors”), and Wilmington Trust FSB, as Trustee under the Indenture referred to below.
GUARANTEE AND COLLATERAL AGREEMENT made by CDRT ACQUISITION CORPORATION, EMERGENCY MEDICAL SERVICES CORPORATION, and certain of its Subsidiaries, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent Dated as of May 25, 2011Guarantee 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 “Parent Borrower”), and certain Subsidiaries of the Parent Borrower (the “Subsidiary Borrowers” and together with the Parent Borrower, collectively the “Borrowers”) and certain other Subsidiaries of the Parent 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.
CDRT Merger Sub, Inc. to be merged with and into Emergency Medical Services Corporation $950,000,000 8.125% Senior Notes due 2019 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • June 1st, 2011 • Emergency Medical Services CORP • Local & suburban transit & interurban hwy passenger trans • New York
This Exchange and Registration Rights Agreement (the “Agreement”) is dated as of May 25, 2011, by and among CDRT Merger Sub, Inc., a Delaware corporation (“CDRT”), on the one hand, and Barclays Capital Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, RBC Capital Markets, LLC, UBS Securities LLC, Citigroup Global Capital Markets Inc. and Natixis Securities North America Inc. (the “Initial Purchasers”), on the other hand. Upon consummation of the Merger (as defined in the Purchase Agreement (as defined below)) of CDRT with and into Emergency Medical Services Corporation, a Delaware corporation (the “Company”), the Company and each of the guarantors listed on Schedule II of the Purchase Agreement (the “Guarantors”) will execute and deliver a Joinder Agreement substantially in the form attached as Exhibit A hereto (the “Joinder Agreement”) and shall thereby join this Agreement. Barclays Capital Inc. will act as repr
