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  Exhibit 4.3.2    
    


 AMENDMENT NO. 3

TO

INVESTOR EQUITYHOLDERS AGREEMENT  


        AMENDMENT (this "Amendment"), dated as of February 17, 2010, to the INVESTOR
EQUITYHOLDERS AGREEMENT (the "Agreement"), dated as of February 10, 2005, among Emergency Medical Services Corporation, a Delaware corporation
(the "Company"), Emergency Medical Services L.P., a Delaware limited partnership, Onex Partners LP, a Delaware limited partnership
("Onex Partners") and the equityholders signatory thereto. Any capitalized term used herein and not defined shall have the meaning given to such term in
the Agreement. 


        The
Company, the Majority Onex Investors and the Other Investors desire to amend the Agreement pursuant to Section 8.11 of the Agreement as follows: 



        1.    Amendment.    Section 4.3(b) of the Agreement is hereby amended to read in its entirety as follows: 



        "(b)
Notwithstanding the provisions of Section 4.2, from the date the Company completes a Qualified Public Offering, an Other Investor may sell (i) Pre-QPO
Units only pursuant to Public Sale, and limited to a number of the Other Investor's Pre-QPO Units such that, at the date of any Public Sale and after giving effect thereto, the percentage
of the Other Investor's Pre-QPO Units continuing to be held by him or her is not less than the percentage of the Onex Investors' aggregate ownership interest in the Company at the date of
such Public Sale, plus (ii) for the Other Investors other than all Management Investors excepting Don S. Harvey, upon the exercise of an option granted pursuant to a Company plan for employees,
a number of
Pre-QPO Units having an aggregate sale price equal to the income taxes payable by the Other Investor as a result of such exercise, provided, in such case, that the Public Sale occurs
within five Business Days of the exercise. 


        Any
sale pursuant to this Section 4.3(b) shall be subject to the provisions of Section 3 of the Registration Agreement. 


        As
used herein, the term "Pre-QPO Units", as to any Person, means the Units held by that Person immediately prior to the consummation of a Qualified Public Offering, and
including any Units issued or issuable upon the exercise of any option held by that Person immediately prior to the consummation of a Qualified Public Offering." 




        2.    Governing Law.    This Amendment shall be governed by, and interpreted in accordance with, the laws of the State
of Delaware. 



        3.    Counterparts.    This Amendment may be executed in any number of counterparts which together shall constitute
one and the same instrument. 


        4.    No Further Amendment.    Except as expressly amended in paragraph 1 of this Amendment, the terms and
conditions of the Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects. 


*
* * 









        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of
the date first above written. 

 






 



											
	EMERGENCY MEDICAL SERVICES CORPORATION	 	ONEX PARTNERS LP
	 	 	 	 	 	 	By:	 	Onex Partners GP LP, its General Partner
	 	 	 	 	 	 	By:	 	Onex Partners Manager LP, its Agent
	 	 	 	 	 	 	By:	 	Onex Partners Manager GP ULC, its
	By:	 	/s/ TODD G. ZIMMERMAN







 	 	 	 	General Partner
	 	 	Name:	 	Todd G. Zimmerman	 	 	 	 
	 	 	Title:	 	Executive Vice President	 	 	 	 	 	 
	

 	
 	
 	
 	
 	
 	
By:	
 	
/s/ ROBERT M. LE BLANC







 
	 	 	 	 	 	 	 	 	Name:	 	Robert M. Le Blanc
	 	 	 	 	 	 	 	 	Title:	 	Managing Director
	

 	
 	
 	
 	
 	
 	
By:	
 	
/s/ DONALD F. WEST







 
	 	 	 	 	 	 	 	 	Name:	 	Donald F. West
	 	 	 	 	 	 	 	 	Title:	 	Vice President




 


 






 



			
	OTHER INVESTORS	 	 
	
 /s/ WILLIAM A. SANGER






  William A. Sanger	
 	

 




 

 [Signature Page to Amendment No. 3 to Investor Equityholders Agreement] 











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Exhibit 4.3.2