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WAIVER AND AMENDMENT NO. 2, dated as of March 7, 2007 (this "
Waiver and Amendment "), among AMR HOLDCO, INC., a Delaware
corporation (" AMR Holdco "), EMCARE HOLDCO, INC., a
Delaware corporation (" EmCare Holdco "; each of AMR Holdco
and EmCare Holdco is herein referred to as a " Borrower "
and, together, as the " Borrowers "), EMERGENCY MEDICAL
SERVICES L.P., a Delaware limited partnership (" Holdings
"), the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent,
and the Required Lenders listed on the signature pages hereto, to
the Credit Agreement dated as of February 10, 2005 (as
amended, supplemented, amended and restated or otherwise modified
from time to time, the " Credit Agreement ") among the
Borrowers, Holdings, the Administrative Agent, the Lenders named
therein, BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES
INC., as Joint Lead Arrangers and Joint Bookrunning Managers,
JPMORGAN CHASE BANK, N.A., as Syndication Agent, and LASALLE BANK
NATIONAL ASSOCIATION and GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Documentation Agents. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them
in the Credit Agreement.
WHEREAS, certain of the Loan Documents restrict the ability of
the Borrowers to change their corporate name;
WHEREAS, on or about January 6, 2006 AMR Holdco, Inc. changed
its name to EMSC Management, Inc. (the " Original Name
Change ");
WHEREAS, the Name Changes may have resulted in one or more
Defaults and/or Events of Default under the Loan Documents;
WHEREAS, on or about January 12, 2007 EMSC Management, Inc.
filed a Certificate of Correction with the State of Delaware
voiding the Original Name Change, thus changing its name back to
AMR Holdco, Inc. (the " Subsequent Name Change " and
together with the Original Name Change, collectively the " Name
Changes ");
WHEREAS, the Borrowers have requested that the Agents and the
Lenders waive any and all Defaults and Events of Default under the
Loan Documents that may have resulted directly or indirectly as a
result of either of the Name Changes;
WHEREAS, the Borrowers have requested that the Agents and the
Lenders agree to amend certain provisions of the Credit Agreement
as set forth herein;
NOW, THEREFORE, in consideration of the premises and covenants
contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as
follows:
Section
1.
Waiver .
Subject to the condition precedent set forth in Section 4 below,
the Required Lenders hereby waive any Default or Event of Default
under the Credit Agreement or the Loan Documents that now exists or
at any time existed as a direct or indirect result of either
of the Name Changes, including but not limited to
any such Default or Event of Default arising under Section 6.15 of
the Credit Agreement, clause (d) or (l) of Section 8.01 of the
Credit Agreement or by virtue of a failure to comply with Section
6.03(a) of the Credit Agreement.
Section
2.
Amendments .
Subject to the condition precedent set forth in Section 4 below,
the Required Lenders and the Loan Parties hereby agree to amend the
Credit Agreement as follows:
(a)
Section 1.01 of the Credit Agreement is hereby amended as
follows:
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(i)
The reference to "$10,000,000" appearing in clause (vii) of the
definition of Permitted Acquisition contained therein is replaced
with a reference to "$25,000,000."
(ii)
Clause (ix) of the definition of Permitted Acquisition is deleted
in its entirety.
(b)
Section 6.01(c) of the Credit Agreement is hereby amended by
replacing the phrase "at least 15 days before" appearing therein
with "not later than 30 days after."
Section
3.
Representations and Warranties . The
Borrowers represent and warrant to the Lenders as of the date
hereof and the Effective Date that:
(a)
The execution, delivery and performance of this Waiver and
Amendment have been duly authorized by all necessary corporate
action by the Borrowers, and do not and will not (i) contravene the
terms of the Borrowers’ Organization Documents; (b) conflict
with or result in any breach or contravention of, or the creation
of any Lien under, or require any payment to be made under (i) any
Contractual Obligation to which a Borrower is a party or (ii) any
order, injunction, writ or decree of any Governmental Authority or
any arbitral award to which such Person or its property is subject;
or (c) violate any Law, except in the case of clause (b) or (c) as
would not reasonably be expected to have a Material Adverse
Effect.
(b)
Before and after giving effect to this Waiver and Amendment, the
representations and warranties set forth in the Credit Agreement
are true and correct in all material respects on and as of the date
of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material
respects as of such earlier date.
(c)
At the time of and after giving effect to this Waiver and
Amendment, no Default or Event of Default has occurred and is
continuing.
Section
4.
Conditions to Effectiveness . (a) This
Waiver and Amendment shall become effective on the date (the "
Effective Date ") on which the Administrative Agent
(or its couns
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