**Exhibit 10.11.2**

WAIVER AND AMENDMENT NO. 2, dated as of March 7, 2007(this “Waiver and Amendment”), among AMR HOLDCO, INC., a Delawarecorporation (“AMR Holdco”), EMCARE HOLDCO, INC., a Delaware corporation(“EmCare Holdco”; each of AMR Holdco and EmCare Holdco is hereinreferred 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 theRequired Lenders listed on the signature pages hereto, to the Credit Agreementdated as of February 10, 2005 (as amended, supplemented, amended andrestated or otherwise modified from time to time, the “Credit Agreement”)among the Borrowers, Holdings, the Administrative Agent, the Lenders namedtherein, BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., asJoint Lead Arrangers and Joint Bookrunning Managers, JPMORGAN CHASE BANK, N.A.,as Syndication Agent, and LASALLE BANK NATIONAL ASSOCIATION and GENERALELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.  Capitalized terms used and not otherwisedefined herein shall have the meanings assigned to them in the CreditAgreement.

WHEREAS, certain of the Loan Documents restrict theability 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 ormore 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 theOriginal Name Change, thus changing its name back to AMR Holdco, Inc. (the “SubsequentName Change” and together with the Original Name Change, collectively the “NameChanges”);

WHEREAS, the Borrowers have requested that the Agentsand the Lenders waive any and all Defaults and Events of Default under the LoanDocuments that may have resulted directly or indirectly as a result of eitherof the Name Changes;

WHEREAS, the Borrowers have requested that the Agentsand the Lenders agree to amend certain provisions of the Credit Agreement asset forth herein;

NOW, THEREFORE, inconsideration of the premises and covenants contained herein and for other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto, intending to be legally bound hereby, agreeas follows:

**Section****  **1.           Waiver.

Subject to the condition precedent set forth inSection 4 below, the Required Lenders hereby waive any Default or Event ofDefault under the Credit Agreement or the Loan Documents that now exists or atany time existed as a direct or indirect result of either 

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of the Name Changes,including but not limited to any such Default or Event of Default arising underSection 6.15 of the Credit Agreement, clause (d) or (l) of Section 8.01 of theCredit Agreement or by virtue of a failure to comply with Section 6.03(a) ofthe Credit Agreement.

**Section****  **2.           Amendments.

Subject to thecondition precedent set forth in Section 4 below, the Required Lenders and theLoan Parties hereby agree to amend the Credit Agreement as follows:

(a)           Section1.01 of the Credit Agreement is hereby amended as follows:

(i)            Thereference to “$10,000,000” appearing in clause (vii) of the definition ofPermitted 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)           Section6.01(c) of the Credit Agreement is hereby amended by replacing the phrase “atleast 15 days before” appearing therein with “not later than 30 days after.”

**Section****  **3.           Representations and Warranties.   TheBorrowers represent and warrant to the Lenders as of the date hereof and theEffective Date that:

(a)           Theexecution, delivery and performance of this Waiver and Amendment have been dulyauthorized by all necessary corporate action by the Borrowers, and do not andwill not (i) contravene the terms of the Borrowers’ Organization Documents; (b)conflict with or result in any breach or contravention of, or the creation ofany Lien under, or require any payment to be made under (i) any ContractualObligation to which a Borrower is a party or (ii) any order, injunction, writor decree of any Governmental Authority or any arbitral award to which suchPerson or its property is subject; or (c) violate any Law, except in the caseof clause (b) or (c) as would not reasonably be expected to have a MaterialAdverse Effect.

(b)           Beforeand after giving effect to this Waiver and Amendment, the representations andwarranties set forth in the Credit Agreement are true and correct in all materialrespects on and as of the date of such Credit Extension, except to the extentthat such representations and warranties specifically refer to an earlier date,in which case they shall be true and correct in all material respects as ofsuch earlier date.

(c)           Atthe time of and after giving effect to this Waiver and Amendment, no Default orEvent of Default has occurred and is continuing.

**Section****  **4.           Conditions to Effectiveness.**  **(a)  ThisWaiver and Amendment shall become effective on the date (the “Effective Date”)on which the Administrative Agent 

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(or its counsel) shallhave received from (i) Lenders constituting the Required Lenders and(ii) each of the other parties hereto, either (x) a counterpart of thisWaiver and Amendment signed on behalf of such party or (y) written evidencesatisfactory to the Administrative Agent (which may include telecopytransmission of a signed signature page of this Waiver and Amendment) that suchparty has signed a counterpart of this Waiver and Amendment.

**Section****  **5.           Expenses.   TheBorrowers agree to reimburse the Administrative Agent for its and the otherAgents’ reasonable out-of-pocket expenses incurred by them in connection withthis Waiver and Amendment, including the reasonable fees, charges anddisbursements of Cahill Gordon & Reindel LLP,counsel for the Administrative Agent.

**Section****  **6.           Counterparts.   ThisWaiver and Amendment may be executed in any number of counterparts and bydifferent parties hereto on separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original, but all of which whentaken together shall constitute a single instrument.  Delivery of an executed counterpart of a signaturepage of this Waiver and Amendment by facsimile transmission shall be effectiveas delivery of a manually executed counterpart hereof.

**Section****  **7.           Applicable Law.   THISAGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THELAWS OF THE STATE OF NEW YORK.

**Section****  **8.           Headings.   Theheadings of this Waiver and Amendment are for purposes of reference only andshall not limit or otherwise affect the meaning hereof.

**Section****  **9.           Effect of Waiver and Amendment.   Exceptas expressly set forth herein, this Waiver and Amendment shall not byimplication or otherwise limit, impair, constitute a waiver of or otherwiseaffect the rights and remedies of the Lenders or the Agents under the CreditAgreement or any other Loan Document, and shall not alter, modify, amend or inany way affect any of the terms, conditions, obligations, covenants oragreements contained in the Credit Agreement or any other provision of theCredit Agreement or any other Loan Document, all of which are ratified and affirmedin all respects and shall continue in full force and effect.

[Signature PagesFollow]

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IN WITNESSWHEREOF, the parties hereto have caused this Waiver and Amendment to be dulyexecuted as of the date first above written.
|        |   | AMR HOLDCO, INC.                                                       |
|--------|--------|------------------------------------------------------------------------|
|   |   | By:                                                                    | /s/ William A. Sanger |   |
|   |   |                                                                   |   | Name: William A. Sanger |
|   |   |                                                                   |   | Title:   Chief Executive Officer |
|   |   | EMCARE HOLDCO, INC.                                                    |
|   |   | By:                                                                    | /s/ William A. Sanger |   |
|   |   |                                                                   |   | Name: William A. Sanger |
|   |   |                                                                   |   | Title:   Chief Executive Officer |
|   |   | EMERGENCY  MEDICAL SERVICES L.P., as guarantor                         |
|   |   | By:  Emergency Medical Services Corporation, its  general partner |
|   |   | By:                                                                    | /s/ William A.  Sanger |   |
|   |   |                                                                   | Name: William  A. Sanger |
|   |   |                                                                   | Title:   Chief Executive Officer |
|        |        |                                                                        |  |  |  |  |  |

 

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|        |   | AMERICAN MEDICAL RESPONSE, INC.                   |
|--------|--------|---------------------------------------------------|
|   |   | HANK’S ACQUISITION CORP.                     |
|   |   | FOUNTAIN AMBULANCE SERVICE, INC.                  |
|   |   | MEDLIFE EMERGENCY MEDICAL SERVICE, INC.           |
|   |   | AMERICAN MEDICAL RESPONSE NORTHWEST, INC.         |
|   |   | AMERICAN MEDICAL RESPONSE WEST                    |
|   |   | METROPOLITAN AMBULANCE SERVICE                    |
|   |   | AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE        |
|   |   | DESERT VALLEY MEDICAL TRANSPORT, INC.             |
|   |   | SPRINGS AMBULANCE SERVICE, INC.                   |
|   |   | AMERICAN MEDICAL RESPONSE OF COLORADO, INC.       |
|   |   | INTERNATIONAL LIFE SUPPORT, INC.                  |
|   |   | MEDEVAC MIDAMERICA, INC.                          |
|   |   | MEDEVAC MEDICAL RESPONSE, INC.                    |
|   |   | AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.       |
|   |   | AMERICAN MEDICAL RESPONSE OF TEXAS, INC.          |
|   |   | KUTZ AMBULANCE SERVICE, INC.                      |
|   |   | AMERICAN MEDICAL RESPONSE HOLDINGS, INC.          |
|   |   | AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.        |
|   |   | A1 LEASING, INC.                                  |
|   |   | FLORIDA EMERGENCY PARTNERS, INC.                  |
|   |   | MOBILE MEDIC AMBULANCE SERVICE, INC.              |
|   |   | METRO AMBULANCE SERVICE, INC.                     |
|   |   | METRO AMBULANCE SERVICE (RURAL), INC.             |
|   |   | MEDIC ONE AMBULANCE SERVICES, INC.                |
|   |   | AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC. |
|   |   | AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC. |
|   |   | AMERICAN MEDICAL RESPONSE OF GEORGIA, INC.        |
|   |   | TROUP COUNTY EMERGENCY MEDICAL SERVICES, INC.     |
|   |   | RANDLE EASTERN AMBULANCE SERVICE, INC.            |
|   |   | MEDI-CAR SYSTEMS, INC.                            |
|   |   | MEDI-CAR AMBULANCE SERVICE, INC.                  |

 

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|        |   | AMERICAN MEDICAL  RESPONSE OF TENNESSEE, INC.           |
|--------|--------|---------------------------------------------------------|
|   |   | PHYSICIANS &  SURGEONS AMBULANCE SERVICE, INC.      |
|   |   | AMERICAN MEDICAL  RESPONSE OF ILLINOIS, INC.            |
|   |   | MIDWEST  AMBULANCE MANAGEMENT COMPANY                   |
|   |   | PARAMED, INC.                                           |
|   |   | MERCY AMBULANCE  OF EVANSVILLE, INC.                    |
|   |   | TIDEWATER  AMBULANCE SERVICE, INC.                      |
|   |   | AMERICAN MEDICAL  RESPONSE OF CONNECTICUT, INCORPORATED |
|   |   | AMERICAN MEDICAL  RESPONSE OF MASSACHUSETTS, INC.       |
|   |   | AMERICAN MEDICAL  RESPONSE MID-ATLANTIC, INC.           |
|   |   | AMBULANCE  ACQUISITION, INC.                            |
|   |   | METRO AMBULANCE  SERVICES, INC.                         |
|   |   | BROWARD  AMBULANCE, INC.                                |
|   |   | ATLANTIC  AMBULANCE SERVICES ACQUISITION, INC.          |
|   |   | ATLANTIC/KEY  WEST AMBULANCE, INC.                      |
|   |   | ATLANTIC/PALM  BEACH AMBULANCE, INC.                    |
|   |   | SEMINOLE COUNTY  AMBULANCE, INC.                        |
|   |   | LIFEFLEET  SOUTHEAST, INC.                              |
|   |   | AMERICAN MEDICAL  PATHWAYS, INC.                        |
|   |   | ADAM  TRANSPORTATION SERVICE, INC.                      |
|   |   | ASSOCIATED  AMBULANCE SERVICE, INC.                     |
|   |   | PARK AMBULANCE  SERVICE INC.                            |
|   |   | FIVE COUNTIES  AMBULANCE SERVICE, INC.                  |
|   |   | SUNRISE HANDICAP  TRANSPORT CORP.                       |
|   |   | STAT HEALTHCARE,  INC.                                  |
|   |   | LAIDLAW MEDICAL  TRANSPORTATION, INC.                   |
|   |   | MERCY, INC.                                             |
|   |   | AMERICAN  INVESTMENT ENTERPRISES, INC.                  |
|   |   | LIFECARE  AMBULANCE SERVICE, INC.                       |
|   |   | TEK, INC.                                               |
|   |   | MERCY LIFE CARE                                         |
|   |   | HEMET VALLEY  AMBULANCE SERVICE, INC.                   |
|   |   | AMERICAN MEDICAL  RESPONSE OF SOUTHERN CALIFORNIA       |
|   |   | MEDIC ONE OF  COBB, INC.                                |
|   |   | PUCKETT AMBULANCE  SERVICE, INC.                        |

 

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|        |   | AMERICAN MEDICAL  RESPONSE DELAWARE VALLEY, LLC |
|--------|--------|-------------------------------------------------|
|   |   |                                            |
|   |   |                                            | By: American Medical Response Mid-Atlantic, Inc.,  its sole member |
|   |   |                                            |
|   |   | REGIONAL EMERGENCY SERVICES, LP                 |
|   |   |                                            |
|   |   |                                            | By: Florida Emergency Partners, Inc., its general  partner |
|   |   |                                            |
|   |   | PROVIDACARE, L.L.C.                             |
|   |   |                                            |
|   |   |                                            | By: American Medical Pathways, Inc., its sole member |
|   |   |                                            |
|   |   | AMR BROCKTON, L.L.C.                            |
|   |   |                                            |
|   |   |                                            | By: American Medical Response of Massachusetts,  Inc., its manager |

 

 
|        |   |   | By:    | /s/ Randel G. Owen               |   |
|--------|--------|--------|--------|----------------------------------|--------|
|   |   |   |   | Name:  Randel  G. Owen |
|   |   |   |   | Title:  Vice President |
|        |        |        |        |                                  |        |  |

 

 
|        |   | EMS MANAGEMENT LLC                                         |
|--------|--------|------------------------------------------------------------|
|   |   |                                                       |
|   |   | By: AMR HoldCo,  Inc. and EmCare HoldCo, Inc., its members |
|   |   |                                                       |
|   |   |                                                       | By: | /s/ William A.  Sanger |
|   |   |                                                       | Name: William A.  Sanger |
|   |   |                                                       | Title: Chief  Executive Officer |

 

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|        |   | EMCARE HOLDINGS  INC.                   |
|--------|--------|-----------------------------------------|
|   |   | EMCARE, INC.                            |
|   |   | EMCARE OF  ALABAMA, INC.                |
|   |   | EMCARE CONTRACT  OF ARKANSAS, INC.      |
|   |   | EMCARE OF  ARIZONA, INC.                |
|   |   | EMCARE OF  CALIFORNIA, INC.             |
|   |   | EMCARE OF  COLORADO, INC.               |
|   |   | EMCARE OF CONNECTICUT,  INC.            |
|   |   | EMCARE OF  FLORIDA, INC.                |
|   |   | EMCARE OF  GEORGIA, INC.                |
|   |   | EMCARE OF  HAWAII, INC.                 |
|   |   | EMCARE OF  INDIANA, INC.                |
|   |   | EMCARE OF IOWA,  INC.                   |
|   |   | EMCARE OF  KENTUCKY, INC.               |
|   |   | EMCARE OF  LOUISIANA, INC.              |
|   |   | EMCARE OF MAINE,  INC.                  |
|   |   | EMCARE OF  MICHIGAN, INC.               |
|   |   | EMCARE OF  MINNESOTA, INC.              |
|   |   | EMCARE OF  MISSISSIPPI, INC.            |
|   |   | EMCARE OF  MISSOURI, INC.               |
|   |   | EMCARE OF  NEVADA, INC.                 |
|   |   | EMCARE OF NEW  HAMPSHIRE, INC.          |
|   |   | EMCARE OF NEW  JERSEY, INC.             |
|   |   | EMCARE OF NEW MEXICO,  INC.             |
|   |   | EMCARE OF NEW  YORK, INC.               |
|   |   | EMCARE OF NORTH  CAROLINA, INC.         |
|   |   | EMCARE OF NORTH  DAKOTA, INC.           |
|   |   | EMCARE OF OHIO,  INC.                   |
|   |   | EMCARE OF  OKLAHOMA, INC.               |
|   |   | EMCARE OF  OREGON, INC.                 |
|   |   | EMCARE OF PENNSYLVANIA,  INC.           |
|   |   | EMCARE OF RHODE  ISLAND, INC.           |
|   |   | EMCARE OF SOUTH  CAROLINA, INC.         |
|   |   | EMCARE OF  TENNESSEE, INC.              |
|   |   | EMCARE OF TEXAS,  INC.                  |
|   |   | EMCARE OF  VERMONT, INC.                |
|   |   | EMCARE OF  VIRGINIA, INC.               |
|   |   | EMCARE OF WASHINGTON,  INC.             |
|   |   | EMCARE OF WEST  VIRGINIA, INC.          |
|   |   | EMCARE OF  WISCONSIN, INC.              |
|   |   | EMCARE PHYSICIAN  PROVIDERS, INC.       |
|   |   | EMCARE PHYSICIAN  SERVICES, INC.        |
|   |   | EMCARE SERVICES  OF ILLINOIS, INC.      |
|   |   | EMCARE SERVICES  OF MASSACHUSETTS, INC. |
|   |   | EMCARE  ANESTHESIA SERVICES, INC.       |

 

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|        |   | ECEP, INC.                                      |
|--------|--------|-------------------------------------------------|
|   |   | COORDINATED  HEALTH SERVICES, INC.              |
|   |   | EM-CODE REIMBURSEMENT  SOLUTIONS, INC.          |
|   |   | EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.      |
|   |   | EMERGENCY  SPECIALISTS OF ARKANSAS, INC. II     |
|   |   | FIRST  MEDICAL/EMCARE, INC.                     |
|   |   | HEALTHCARE  ADMINISTRATIVE SERVICES, INC.       |
|   |   | OLD STAT, INC.                                  |
|   |   | REIMBURSEMENT  TECHNOLOGIES, INC.               |
|   |   | STAT PHYSICIANS,  INC.                          |
|   |   | THE GOULD GROUP,  INC.                          |
|   |   | TIFTON  MANAGEMENT SERVICES, INC.               |
|   |   | TUCKER EMERGENCY  SERVICES, INC.                |
|   |   | HELIX PHYSICIANS  MANAGEMENT, INC.              |
|   |   | NORMAN BRUCE  JETTON, INC.                      |
|   |   | PACIFIC EMERGENCY SPECIALISTS MANAGEMENT, INC.  |
|   |   | AMERICAN  EMERGENCY PHYSICIANS MANAGEMENT, INC. |
|   |   | PHYSICIAN  ACCOUNT MANAGEMENT, INC.             |
|   |   | PROVIDER ACCOUNT  MANAGEMENT, INC.              |
|   |   | CHARLES T.  MITCHELL, M.D., INC.                |
|   |   | GLOBAL MEDICAL  RESPONSE, INC.                  |
|   |   | AIR AMBULANCE  SPECIALISTS, INC.                |
|   |   | EHR MANAGEMENT  CO.                             |
|   |   |                                            |
|   |   | EMCARE OF  MARYLAND LLC                         |
|   |   |                                            |
|   |   |                                            | By: EmCare  Holdings Inc. and EmCare, Inc., its members |   |
|   |   |                                            |   |
|   |   | EMERGENCY  MEDICAL SERVICES L.P.                |   |
|   |   |                                            |   |
|   |   |                                            | By: Emergency  Medical Services Corporation, its general partner |   |
|   |   |                                            |   |
|   |   |                                            |   |
|   |   |                                            | By: | /s/ William A. Sanger |   |   |
|   |   |                                            |   | Name: William A.  Sanger |   |
|   |   |                                            |   | Title:  Chief Executive Officer |   |
|        |        |                                                 |  |  |  |  |  |  |

 

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|        |   | BANK OF AMERICA, N.A., as |
|--------|--------|---------------------------|
|   |   |                      |
|   |   | Administrative Agent      |
|   |   |                      | By: | /s/ Robert Rittelmeyer |   |
|   |   |                      |   | Name:  Robert  Rittelmeyer |
|   |   |                      |   | Title:  Vice President |
|        |        |                           |  |  |  |  |

 

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|        |   | BANK OF AMERICA,  N.A., as a Lender |
|--------|--------|-------------------------------------|
|   |   | By:                                 | /s/ Robert  Klawinski |   |
|   |   |                                |   | Name: Robert  Klawinski |
|   |   |                                |   | Title:   Senior  Vice President |
|        |        |                                     |  |  |  |

 

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|        |   | JPMORGAN CHASE  BANK, N.A., as a Lender |
|--------|--------|-----------------------------------------|
|   |   | By:                                     | /s/ Dawn L.  Leelum |   |
|   |   |                                    |   | Name: Dawn  L. Leelum |
|   |   |                                    |   | Title:   Executive  Director |
|        |        |                                         |  |  |  |

 

[Remainingsignatures intentionally omitted]

 

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