Exhibit 10.1

 

EXECUTION VERSION

 

SECOND AMENDMENT

 

SECOND AMENDMENT TO ABL CREDIT AGREEMENT (this “Second Amendment”), dated as of February 6, 2015 to that certain Credit Agreement, dated as of May 25, 2011 (as amended, supplemented, waived or otherwise modified, the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among Envision Healthcare Corporation (the “Parent Borrower”), the Subsidiary Borrowers from time to time party thereto, the lenders and other financial institutions from time to time party thereto, Deutsche Bank AG New York Branch, as swingline lender, as an issuing lender, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties.

 

W  I  T  N  E  S  S  E  T  H :

 

WHEREAS, pursuant to Subsection 2.6 and Subsection 11.1 of the Credit Agreement, the Parent Borrower, the Additional Lenders party hereto and the Administrative Agent agree to the amendment of the Credit Agreement as set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION ONE — L/C Fees and Commitment Agreements and Credit Agreement Amendments.

 

(a)                                 Subject to the satisfaction of the conditions set forth in Section Two hereof:

 

(1)                                 On the Second Amendment Effective Date, with respect to each Letter of Credit issued by the Issuing Lender and outstanding on such date, the Parent Borrower shall pay in cash to the Administrative Agent, for the account of each Lender and the relevant Issuing Lender entitled thereto, all L/C Fees in respect of such Letters of Credit accrued and unpaid from the date of the most recent L/C Fee Payment Date falling prior to the Second Amendment Effective Date to but not including the Second Amendment Effective Date.

 

(2)                                 The Letters of Credit outstanding on the Second Amendment Effective Date shall continue on and after the Second Amendment Effective Date and (x) shall be deemed to constitute a utilization of the Commitments under the Credit Agreement (as amended by this Second Amendment) and (y) shall accrue letter of credit commissions and fees in accordance with Subsection 3.3(a) of the Credit Agreement (as amended by this Second Amendment) on and after the Second Amendment Effective Date as if the Second Amendment Effective Date were a new date of issuance.

 

(3)                                 Upon the increase in the Commitments under the Credit Agreement pursuant to the Second Amendment becoming effective, each Lender immediately prior to such increase that is providing less than its ratable share of the increase in the Commitments (each, a  “Commitment Decrease Lender”) shall automatically and without further act be deemed to have assigned to each Lender providing more than its ratable share of the increase in the 

 











 

Commitments (each, a “Commitment Increase Lender”) a portion of, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed a portion of, such Commitment Decrease Lender’s participations under the Credit Agreement in outstanding Letters of Credit such that on the Second Amendment Effective Date, after giving effect to each such deemed assignment and assumption of such participations, the percentage of the aggregate outstanding participations in Letters of Credit issued under the Credit Agreement held by each Lender (including each such Commitment Increase Lender) will equal an amount (expressed as a percentage) equal to (a) such Lender’s Commitment divided by (b) the aggregate Commitments of all Lenders.

 

(b)                                 Subject to the satisfaction of the conditions set forth in Section Two hereof:

 

(1)                                 The introductory paragraph of the Credit Agreement is hereby amended by inserting the following text immediately after the text “dated as of May 25, 2011, as amended by that certain first amendment dated as of February 27, 2013”:

 

“and by that certain second amendment dated as of February 6, 2015,”.

 

(2)                                 The following defined term shall be added to Subsection 1.1 of the Credit Agreement in the appropriate alphabetical order:

 

“Second Amendment Effective Date”:  February 6, 2015.

 

(3)                                 The definition of Commitment in Subsection 1.1 of the Credit Agreement is hereby amended by deleting “$450,000,000” and replacing it with “$550,000,000”.

 

(4)                                 The definition of Loan Documents in Subsection 1.1 of the Credit Agreement is hereby amended by inserting the text “the Second Amendment to this Agreement, dated as of February 6, 2015,” immediately after the text “the First Amendment to this Agreement, dated as of February 27, 2013,”.

 

(5)                                 Schedule A of the Credit Agreement is hereby amended by deleting it in its entirely and replacing it with Schedule A attached hereto.

 

SECTION TWO - Conditions to Effectiveness.  This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when the following conditions shall have been satisfied:

 

(1)                                 the Parent Borrower, the Additional Lenders party hereto and the Administrative Agent shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, attention:  Corinne Milliken (facsimile number: 212-354-8113, email address: corinne.milliken@whitecase.com);

 

(2)                                 the Parent Borrower shall have paid, or caused to be paid, to the Additional Lenders party hereto the agreed upfront fees payable by the Parent Borrower to such  Additional Lenders pursuant to that certain Additional Lender Joinder Agreement, dated as of the Second Amendment Effective Date, among the Parent Borrower, the Additional Lenders party 

 

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hereto, the Administrative Agent and the other parties thereto and delivered in connection with this Second Amendment;

 

(3)                                 the Parent Borrower shall deliver to the Administrative Agent and the Lenders an opinion from each of Debevoise & Plimpton LLP and the General Counsel of the Parent Borrower, in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Second Amendment Effective Date;

 

(4)                                 the Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors or a duly authorized committee thereof of the Parent Borrower approving and authorizing the execution, delivery and performance of this Second Amendment, and the performance of the Credit Agreement as amended by this Second Amendment, certified as of the Second Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Parent Borrower as being in full force and effect without modification or amendment and (B) good standing certificate (or the equivalent thereof) for the Parent Borrower from its jurisdiction of formation.

 

SECTION THREE - Representations and Warranties; No Default.  In order to induce the Administrative Agent and the Additional Lenders party hereto to consent to this Second Amendment, the Parent Borrower represents and warrants to each of the Administrative Agent and such Additional Lenders that on and as of the date hereof after giving effect to this Second Amendment, (i) no Default or Event of Default exists on or as of the Second Amendment Effective Date; (ii) the representations and warranties of each Loan Party contained in Section 5 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iii) the execution, delivery and performance of this Second Amendment has been duly authorized by all necessary corporate or limited liability company action on the part of the Parent Borrower, has been duly executed and delivered by the Parent Borrower and constitutes a legal, valid and binding obligation of the Parent Borrower, enforceable against the Parent Borrower in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iv) the execution and delivery hereof by the Parent Borrower and the performance and observance by the Parent Borrower of the provisions hereof do not violate or conflict with (A) any Organizational Document of the Parent Borrower or (B) any Requirement of Law applicable to the Parent Borrower or result in a breach of any provision of any Contractual Obligation of the Parent Borrower in any respect that would reasonably be expected to have a Material Adverse Effect.

 

SECTION FOUR - Reference to and Effect on the Credit Agreement and the Notes.  On and after the effectiveness of this Second Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the  Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Second 

 

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Amendment.  The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Second Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of this Second Amendment shall not, except as expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents.

 

SECTION FIVE - Execution in Counterparts.  This Second Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract.  Delivery of an executed counterpart of this Second Amendment by facsimile transmission or electronic photocopy (i.e., “pdf”) shall be effective as delivery of a manually executed counterpart of this Second Amendment.

 

SECTION SIX - Governing Law.  THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered as of the day and year first above written.

 

 

	
 
    	
ENVISION   HEALTHCARE CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Randel G.   Owen
    
	
 
    	
Name:
    	
Randel G. Owen
    
	
 
    	
Title:
    	
Chief Financial   Officer
    


 











 

	
 
    	
DEUTSCHE BANK AG   NEW YORK BRANCH,
    
	
 
    	
as   Administrative Agent and as an Additional Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Kirk L.   Tashjian
    
	
 
    	
Name:
    	
Kirk L. Tashjian
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael   Shannon
    
	
 
    	
Name:
    	
Michael Shannon
    
	
 
    	
Title:
    	
Vice President
    


 











 

	
 
    	
BARCLAYS BANK   PLC,
    
	
 
    	
as an Additional   Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Marguerite   Sutton
    
	
 
    	
Name:
    	
Marguerite   Sutton
    
	
 
    	
Title:
    	
Vice President
    


 




 









 

Each Guarantor acknowledges and consents to each of the foregoing provisions of this Second Amendment.  Each Guarantor further acknowledges and agrees that all Obligations with respect to the Revolving Commitments under the Credit Agreement as modified by this Second Amendment shall be fully guaranteed and secured pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.

 

 

	
 
    	
GUARANTORS:
    
	
 
    	
 
    
	
 
    	
ENVISION   HEALTHCARE INTERMEDIATE CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ William A.   Sanger
    
	
 
    	
Name:
    	
William A.   Sanger
    
	
 
    	
Title:
    	
Chief Executive   Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CLINICAL   PARTNERS MANAGEMENT COMPANY, LLC NORTHWOOD ANESTHESIA ASSOCIATES, L.L.C.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ William A.   Sanger
    
	
 
    	
Name:
    	
William A.   Sanger
    
	
 
    	
Title:
    	
Manager
    


 











 

	
 
    	
GUARANTORS (cont’d)
    
	
 
    	
 
    
	
 
    	
A1 LEASING, INC.
    
	
 
    	
ABBOT AMBULANCE, INC.
    
	
 
    	
ACCENT HOME HEALTH CARE, INC.
    
	
 
    	
ADAM TRANSPORTATION SERVICE, INC.
    
	
 
    	
AFFILION, INC.
    
	
 
    	
AIR AMBULANCE SPECIALISTS, INC.
    
	
 
    	
AMBULANCE ACQUISITION, INC.
    
	
 
    	
AMERICAN EMERGENCY PHYSICIANS  MANAGEMENT, INC.
    
	
 
    	
AMERICAN INVESTMENT ENTERPRISES, INC.
    
	
 
    	
AMERICAN MEDICAL PATHWAYS, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE AMBULANCE  SERVICE, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE HOLDINGS, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE NORTHWEST, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF COLORADO, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF CONNECTICUT  INCORPORATED
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF GEORGIA, INC
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
Title:    Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d)
    
	
 
    	
 
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF  MASSACHUSETTES, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF SOUTHERN  CALIFORNIA
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE OF TEXAS, INC.
    
	
 
    	
AMERICAN MEDICAL RESPONSE WEST
    
	
 
    	
AMERICAN MEDICAL RESPONSE, INC.
    
	
 
    	
AM HOLDCO, INC.
    
	
 
    	
APH LABORATORY SERVICES, INC.
    
	
 
    	
ASSOCIATED AMBULANCE SERVICE, INC.
    
	
 
    	
ATLANTIC AMBULANCE SERVICES ACQUISITION,  INC.
    
	
 
    	
ATLANTIC/KEY WEST AMBULANCE, INC.
    
	
 
    	
ATLANTIC/PALM BEACH AMBULANCE, INC.
    
	
 
    	
BESTPRACTICES, INC.
    
	
 
    	
BLYTHE AMBULANCE SERVICE
    
	
 
    	
BROWARD AMBULANCE, INC.
    
	
 
    	
DESERT VALLEY MEDICAL TRANSPORT, INC.
    
	
 
    	
EHR MANAGEMENT CO.
    
	
 
    	
EMCARE ANESTHESIA PROVIDERS, INC.
    
	
 
    	
EMCARE HOLDCO, INC.
    
	
 
    	
EMCARE HOLDINGS INC.
    
	
 
    	
EMCARE OF CALIFORNIA, INC.
    
	
 
    	
EM CARE PHYSICIAN PROVIDERS, INC.
    
	
 
    	
EMCARE PHYSICIAN SERVICES, INC.
    
	
 
    	
EMCARE, INC.
    
	
 
    	
EMERGENCY MEDICAL SERVICES LP CORPORATION
    
	
 
    	
EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.
    
	
 
    	
EVERGREEN EMERGENCY SERVICES OF  ALLENTOWN, INC.
    
	
 
    	
FIVE COUNTIES AMBULANCE SERVICE, INC.
    
	
 
    	
FLORIDA EMERGENCY PARTNERS, INC.
    
	
 
    	
FOUNTAIN AMBULANCE SERVICE, INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
  Name: Craig A. Wilson
    
	
 
    	
 
    	
    Title:    Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
GOLD COAST AMBULANCE SERVICE
    
	
 
    	
GREATER PINELLAS TRANSPORTATION  MANAGEMENT SERVICES, INC.
    
	
 
    	
GUARDIAN HEALTH CARE, INC.
    
	
 
    	
GUARDIAN HEALTHCARE GROUP, INC.
    
	
 
    	
GUARDIAN HEALTHCAREHOLDINGS, INC.
    
	
 
    	
HANK’S ACQUISITION CORP.
    
	
 
    	
HEALTH PRIORITY HOME CARE, INC.
    
	
 
    	
HEALTHCARE ADMINISTATIVE SERVICES, INC.
    
	
 
    	
HEMET VALLEY AMBULANCE SERVICE, INC.
    
	
 
    	
HERREN ENTERPRISES, INC.
    
	
 
    	
HOLIDAY ACQUISITION COMPANY, INC.
    
	
 
    	
INTERNATlONAL LIFE SUPPORT, INC.
    
	
 
    	
JLM HEALTHCARE, INC.
    
	
 
    	
KMAC, INC.
    
	
 
    	
KUTZ AMBULANCE SERVICE, INC.
    
	
 
    	
LIFE LINE AMBULANCE SERVICE, INC.
    
	
 
    	
LIFECARE AMBULANCE SERVICE, INC.
    
	
 
    	
LIFEFLEET SOUTHEAST, INC.
    
	
 
    	
MEDEVAC MEDICAL RESPONSE, INC.
    
	
 
    	
MEDEVAC MIDAMERICA, INC.
    
	
 
    	
MEDIC ONE AMBULANCE SERVICES, INC.
    
	
 
    	
MEDIC ONE OF COBB, INC.
    
	
 
    	
MEDI-CAR AMBULANCE SERVICE, INC.
    
	
 
    	
MEDI-CAR SYSTEMS, INC.
    
	
 
    	
MEDICS AMBULANCE SERVICE (DADE), INC.
    
	
 
    	
MEDICS AMBULANCE SERVICE, INC.
    
	
 
    	
MEDICS AMBULANCE, INC.
    
	
 
    	
MEDICS EMERGENCY SERVICES OF PALM BEACH  COUNTY, INC.
    
	
 
    	
MEDICS SUBSCRIPTION SERVICES, INC.
    
	
 
    	
MEDICS TRANSPORT SERVICES, INC.
    
	
 
    	
MEDICWEST AMBULANCE, INC.
    
	
 
    	
MEDICWEST HOLDINGS, INC.
    
	
 
    	
MEDLIFE EMERGENCY MEDICAL SERVICE, INC.
    
	
 
    	
MEDSTAT EMS, INC.
    
	
 
    	
MERCY AMBULANCE OF EVANSVILLE, INC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
  Name: Craig A. Wilson
    
	
 
    	
 
    	
    Title:    Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
MERCY LIFE CARE
    
	
 
    	
MERCY, INC.
    
	
 
    	
METRO AMBULANCE SERVICE (RURAL), INC.
    
	
 
    	
METRO AMBULANCE SERVICE, INC.
    
	
 
    	
METRO AMBULANCE SERVICES, INC.
    
	
 
    	
METROPOLITAN AMBULANCE SERVICE
    
	
 
    	
MIDWEST AMBULANCE MANAGEMENT COMPANY
    
	
 
    	
MOBILE MEDIC AMBULANCE SERVICE, INC.
    
	
 
    	
NEVADA RED ROCK AMBULANCE, INC.
    
	
 
    	
NEVADA RED ROCK HOLDINGS, INC.
    
	
 
    	
OHERBST, INC.
    
	
 
    	
PARAMED, INC.
    
	
 
    	
PARK AMBULANCE SERVICE INC.
    
	
 
    	
PHYSICIAN ACCOUNT MANAGEMENT, INC.
    
	
 
    	
PHYSICIANS & SURGEONS AMBULANCE   SERVICE, INC.
    
	
 
    	
PROVIDER ACCOUNT MANAGEMENT, INC.
    
	
 
    	
PUCKETT AMBULANCE SERVICE, INC.
    
	
 
    	
RADIOLOGY STAFFING SOLUTIONS, INC.
    
	
 
    	
RADSTAFFING MANAGEMENT SOLUTIONS, INC.
    
	
 
    	
RANDLE EASTERN AMBULANCE SERVICE, INC.
    
	
 
    	
REIMBURSEMENT TECHNOLOGIES, INC.
    
	
 
    	
RIVER MEDICAL INCORPORATED
    
	
 
    	
S. FISHER & S. THOMAS INC.
    
	
 
    	
SEMINOLE COUNTY AMBULANCE, INC.
    
	
 
    	
SPRINGS AMBULANCE SERVICE, INC.
    
	
 
    	
STAT HEALTH CARE, INC.
    
	
 
    	
SUNRISE HANDICAP TRANSPORT CORP.
    
	
 
    	
T.M.S. MANAGEMENT GROUP INC.
    
	
 
    	
TEK AMBULANCE, INC.
    
	
 
    	
TIDEWATER AMBULANCE SERVICE, INC.
    
	
 
    	
TKG, INC.
    
	
 
    	
TRANSPORTATION MANAGEMENT SERVICES OF   BREVARD, INC.
    
	
 
    	
TROUP COUNTY EMERGENCY MEDICAL SERVICES,   INC.
    
	
 
    	
VELITA SMITH HOME HEALTH, INC.
    
	
 
    	
V.I.P. PROFESSIONAL SERVICES, INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
  Name: Craig A. Wilson
    
	
 
    	
 
    	
    Title:    Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
ACCESS 2 CARE,   LLC
    
	
 
    	
 
    
	
 
    	
By: MISSION CARE   SERVICES, LLC, as Manager of  Access 2 Care, LLC
    
	
 
    	
 
    
	
 
    	
By:   AMERICAN MEDICAL RESPONSE, INC., as Manager   of Mission Care Service, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ACUTE   MANAGEMENT, LLC
    
	
 
    	
 
    
	
 
    	
By: BAWKEYE   HOLDCO LLC, as Sole Member of Acute Management, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
AGAPE HEALTH   CARE AGENCY, LLC.
    
	
 
    	
CARE CONNECTION   OF CINCINNATI LLC
    
	
 
    	
GEM CITY HOME   CARE, LLC
    
	
 
    	
GUARDIAN OHIO   NEWCO, LLC
    
	
 
    	
 
    
	
 
    	
By: GUARDIAN   HEALTHCARE HOLDINGS, INC., as Sole Member of Agape Health Care Agency, LLC,   Care Connection of Cincinnati LLC, Gem City Home Care, LLC and Guardian Ohio   NewCo, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
AMERICAN MEDICAL RESPONSE DELAWARE  VALLEY, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
AMERICAN MEDICAL   RESPONSE HPPP, LLC
    
	
 
    	
 
    
	
 
    	
By: AMERICAN   MEDICAL RESPONSE, INC., as Sole Member of American Medical Response HPPP, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
AMERICAN MEDICAL   RESPONSE OF MARICOPA, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
AMERICAN MEDICAL   RESPONSE OF PIMA, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    


 












 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
AMR BROCKTON,   L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
APEX ACQUISITION   LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
ARKANSAS RIVER   EMERGENCY SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
By:  PHOENIX EMERGENCY PHYSICIANS OF THE   NORTHEAST, LLC, as Sole Member of Arkansas River  Emergency Services, LLC
    
	
 
    	
 
    
	
 
    	
By: PHOENIX   PHYSICIANS, LLC, as Sole Member of  Phoenix Emergency Physicians of the Northeast, LLC
    
	
 
    	
 
    
	
 
    	
By:   EMCARE, INC., as Sole Member of Phoenix   Physicians,  LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
  Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
CMORX, LLC
    
	
 
    	
 
    
	
 
    	
By: EMCARE, INC.,   as Sole Member of CMORx, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
DAN RIVER EMERGENCY SERVICES, LLC
    
	
 
    	
EMERGENCY SERVICES OF CENTRAL OHIO, LLC
    
	
 
    	
PHOENIX EMERGENCY MEDICINE OF BROWARD, LLC
    
	
 
    	
PHOENIX   EMERGENCY PHYSICIANS OF THE MIDWEST, LLC
    
	
 
    	
PHOENIX EMERGENCY PHYSICIANS OF THE NORTHEAST,  LLC
    
	
 
    	
PHOENIX EMERGENCY PHYSICIANS OF THE SOUTHEAST,  LLC
    
	
 
    	
PHOENIX EMERGENCY SERVICES OF INVERNESS, LLC
    
	
 
    	
PHOENIX EMERGENCY SERVICES OF LEESBURG, LLC
    
	
 
    	
PHOENIX OBSTETRICS/GYNECOLOGY, LLC
    
	
 
    	
PHOENIX PEDIATRICS OF BROWARD, LLC
    
	
 
    	
 
    
	
 
    	
By: PHOENIX   PHYSICIANS, LLC, as Sole Member of Dan River Emergency Services, LLC,   Emergency Services of Central Ohio, LLC, Phoenix Emergency Medicine of   Broward, LLC, Phoenix Emergency Physicians of the Midwest, LLC, Phoenix   Emergency Physicians of the Northeast, LLC, Phoenix Emergency Physicians of   the Southeast, LLC, Phoenix Emergency Services of Inverness, LLC, Phoenix   Emergency Services of Leesburg, LLC, Phoenix Obstetrics/Gynecology, LLC and   Phoenix Pediatrics of Broward, LLC
    
	
 
    	
 
    
	
 
    	
By:   EMCARE, INC., as Sole Member of Phoenix   Physicians, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
EMS MANAGEMENT   LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:     Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
EMS OFFSHORE   MEDICAL SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
EMSC SERVICESCO,   LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
EVERRAD, LLC
    
	
 
    	
 
    
	
 
    	
By:   TEMPLETON READINGS, LLC, as Sole Member of   EverRad, LLC
    
	
 
    	
 
    
	
 
    	
By: EMCARE, INC.,   as Sole Member of Templeton Readings, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
EVOLUTION HEALTH   LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
EVOLUTION MOBILE   IMAGING, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HAWKEYE HOLDCO   LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MEDASSOCIATES,   LLC
    
	
 
    	
 
    
	
 
    	
By:  EMCARE, INC., as Sole Member of   MedAssociates, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
MISSION CARE OF   ILLINOIS, LLC
    
	
 
    	
 
    
	
 
    	
By: MISSION CARE   SERVICES, LLC, as Manager of Mission Care of Illinois, LLC
    
	
 
    	
 
    
	
 
    	
By:   AMERICAN MEDICAL RESPONSE, INC., as Manager   of Mission Care Services, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MISSION CARE OF   MISSOURI, LLC
    
	
 
    	
 
    
	
 
    	
By: MISSION CARE   SERVICES, LLC, as Manager of  Mission Care of Missouri, LLC
    
	
 
    	
 
    
	
 
    	
By:   AMERICAN MEDICAL RESPONSE, INC, as Manager of   Mission Care Services, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MISSION CARE   SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
By: AMERICAN   MEDICAL RESPONSE, INC., as  Manager of Mission Care Services, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
MSO NEWCO, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PHOENIX   PHYSICIANS, LLC
    
	
 
    	
STREAMLINED   MEDICAL SOLUTIONS LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PINNACLE   CONSULTANTS MID-ATLANTIC, L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PROVIDACARE,   L.L.C.
    
	
 
    	
 
    
	
 
    	
By: AMERICAN   MEDICAL PATHWAYS, INC., as Sole  Member of ProvidaCare, L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
REGIONAL   EMERGENCY SERVICES, L.P.
    
	
 
    	
 
    
	
 
    	
By:    FLORIDA EMERGENCY PARTNERS, INC., as General   Partner of Regional Emergency Services, L.P.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ROSE RADIOLOGY,   LLC
    
	
 
    	
 
    
	
 
    	
By:  SPOTLIGHT HOLDCO LLC, as Sole Member of Rose   Radiology, LLC
    
	
 
    	
 
    
	
 
    	
By: EMCARE, INC.,   as Sole Member of EmCare, Inc.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SEAWALL   ACQUISITION, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SPOTLIGHT HOLDCO   LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    


 











 

	
 
    	
GUARANTORS (cont’d):
    
	
 
    	
 
    
	
 
    	
SUN DEVIL   ACQUISITION LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TEMPLETON   READINGS, LLC
    
	
 
    	
 
    
	
 
    	
By:  EMCARE, INC., as Sole Member of Templeton   Readings, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
  Title:   Secretary
    


 











 

ACKNOWLEDGEMENT

 

Deutsche Bank AG New York Branch, as ABL Agent under that certain Intercreditor Agreement dated as of May 25, 2011 (as amended, supplemented, waived or otherwise modified, the “Intercreditor Agreement”) and Deutsche Bank AG New York Branch, as Term Loan Agent under the Intercreditor Agreement hereby acknowledge that the Revolving Commitments as amended by this Second Amendment will constitute ABL Obligations (as defined in the Intercreditor Agreement), under the Original ABL Credit Agreement (as defined in the Intercreditor Agreement).

 

 

	
 
    	
DEUTSCHE BANK AG   NEW YORK BRANCH
    
	
 
    	
in its capacity   as ABL Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kirk L.   Tashjian
    
	
 
    	
Name:
    	
Kirk L. Tashjian
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael   Shannon
    
	
 
    	
Name:
    	
Michael Shannon
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
DEUTSCHE BANK AG   NEW YORK BRANCH
    
	
 
    	
in its capacity   as Term Loan Agent
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kirk L.   Tashjian
    
	
 
    	
Name:
    	
Kirk L. Tashjian
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Michael   Shannon
    
	
 
    	
Name:
    	
Michael Shannon
    
	
 
    	
Title:
    	
Vice President