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”):
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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.
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The Company and
the Partnership execute and deliver the Voting and Exchange Trust
Agreement and it becomes effective by its terms.
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The
stockholders of the General Partner (Onex American Holdings II LLC
and Robert M. Le Blanc) 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).
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The General
Partner merges with the Company, with the Company being the
surviving corporation.
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Colby Bartlett
LLC and Steven J. Shulman are deemed to have contributed their
Class A Units to the Company in exchange for Class B Common
Stock (a one-for-one exchange).
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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).
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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
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