Exhibit 10.1

 

Execution Version

 

THIRD AMENDMENT

 

THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of November 12, 2015 among Envision Healthcare Corporation (the “Borrower”), the several banks and financial institutions parties hereto that constitute Tranche B-2 Term Lenders (as further defined in Subsection 1(b)(i) hereof) and Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”).  Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below (as amended by this Third Amendment).

 

W  I  T  N  E  S  S  E  T  H :

 

WHEREAS, the Borrower, the Lenders from time to time party thereto and the Administrative Agent are parties to a Credit Agreement, dated as of May 25, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”);

 

WHEREAS, pursuant to an amendment to the Credit Agreement, dated as of October 28, 2015 (the “Second Amendment”), among the Borrower, the Tranche B-2 Lenders party thereto and the Administrative Agent, the Credit Agreement was amended to provide Incremental Term Loan Commitments in an aggregate principal amount of $635 million and pursuant to the Second Amendment the Tranche B-2 Term Lenders made Incremental Term Loans in the form of the Tranche B-2 Term Loans to the Borrower.

 

WHEREAS, pursuant to and in accordance with Subsections 2.6 and 11.1(d)(ii) of the Credit Agreement, the Borrower, the Tranche B-2 Term Lenders and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, to amend the Credit Agreement as provided herein without the consent or approval of any other Lender, as permitted by Subsections 2.6(d) and 11.1(d)(ii) thereof.

 

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 - Credit Agreement Amendments.  Subject to the satisfaction of the conditions set forth in Section Two hereof:

 

(a)                                 by amending and restating clause (II) of the definition of “Applicable Margin” as follows:

 

“(II) Tranche B-2 Term Loans, 3.50% per annum for Eurodollar Loans, and 2.50% per annum for ABR Loans.”

 

(b)                                 Subsection 2.6(d) of the Credit Agreement is hereby amended by amending and restating subclause (iv) thereof as follows:

 











 

“(iv) the interest rate margins applicable to the loans made pursuant to the Incremental Commitments shall be determined by the Borrower and the applicable Additional Lenders; provided that in the event that the applicable interest rate margins for any term loans Incurred by the Borrower under any Incremental Term Loan Commitment are higher than the applicable interest rate margin for the Initial Term Loans and the Tranche B-2 Term Loans by more than 50 basis points, then the Applicable Margin for the Initial Term Loans and/or the Tranche B-2 Term Loans shall be increased to the extent necessary so that the applicable interest rate margin for the Initial Term Loans and/or the Tranche B-2 Term Loans is equal to the applicable interest rate margins for such Incremental Term Loan Commitment minus 50 basis points; provided, further that, in determining the applicable interest rate margins for the Initial Term Loans, the Tranche B-2 Term Loans and the Incremental Term Loans, (A) original issue discount (“OID”) or upfront fees payable generally to all participating Additional Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Initial Term Loans, the Tranche B-2 Term Loans or any Incremental Term Loan in the initial primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (B) any arrangement, structuring or other fees payable in connection with the Incremental Term Loans that are not shared with all Additional Lenders providing such Incremental Term Loans shall be excluded; (C) any amendments to the Applicable Margin on the Initial Term Loans or the Tranche B-2 Term Loans that became effective subsequent to the Closing Date (with respect to Initial Term Loans) or the Second Amendment Effective Date (with respect to the Tranche B-2 Term Loans) but prior to the time of such Incremental Term Loans shall also be included in such calculations and (D) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Initial Term Loans and/or the Tranche B-2 Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Initial Term Loans and/or the Tranche B-2 Term Loans shall be required, to the extent an increase in the interest rate floor for the Initial Term Loans and/or the Tranche B-2 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Initial Term Loans and/or the Tranche B-2 Term Loans shall be increased by such amount.”

 

SECTION TWO - Conditions to Effectiveness relating to Credit Agreement Amendments.  This Third Amendment relating to the Credit Agreement Amendments shall become effective on the date (the “Third Amendment Effective Date”) when each of the following conditions shall have been satisfied:

 

(a)                                 the Borrower, the Tranche B-2 Term Lenders 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 or other electronic transmission) the same to 

 

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White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, attention:  Alina Weiss (facsimile number:  +1 212 354 8113, email address:  alina.weiss@whitecase.com); and

 

(b)                                 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 Borrower approving and authorizing the execution, delivery and performance of this Third Amendment, and the performance of the Credit Agreement as amended by this Third Amendment, certified as of the Third Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrower as being in full force and effect without modification or amendment and (B) good standing certificate (or the equivalent thereof) for the Borrower from its jurisdiction of formation.

 

SECTION THREE - Representations and Warranties; No Default.  In order to induce the Tranche B-2 Term Lenders party hereto and the Administrative Agent to enter into this Third Amendment, the Borrower represents and warrants to each of such Lenders and the Administrative Agent that on and as of the date hereof after giving effect to this Third Amendment, (i) no Default or Event of Default exists as of the Third 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 Third Amendment has been duly authorized by all necessary corporate action on the part of the Borrower, has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the 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 Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict with (A) any Organizational Document of the Borrower or (B) any Requirement of Law applicable to the Borrower or result in a breach of any provision of any Contractual Obligation of the Borrower, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect.

 

SECTION FOUR - Fees.

 

(a)                                 The Administrative Agent shall have received, for the account of the Tranche B-2 Term Lenders, an upfront fee in an amount equal to 0.50% of the sum of the aggregate principal amount of the Tranche B-2 Term Loans, which upfront fee may be structured as original issue discount at the option of the Lead Arrangers in respect of the Tranche B-2 Term Loans.

 

(b)                                 The Borrower agrees to reimburse the Administrative Agent and Other Representatives in respect of the Tranche B-2 Term Loans for their reasonable and documented out-of-pocket expenses incurred by them in connection with this Third Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the 

 

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Other Representatives in respect of the Tranche B-2 Term Loans, and White & Case LLP, counsel for the Administrative Agent, (I) in the case of the Administrative Agent in accordance with Subsection 11.5 of the Credit Agreement and (II) in the case of the Other Representatives in accordance with the Commitment Letter dated as of July 30, 2015, as amended, by and among the Borrower and other parties thereto.

 

SECTION FIVE - Reference to and Effect on the Credit Agreement and the Notes.  On and after the effectiveness of this Third 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 Third Amendment.  The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Third 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 Third 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.  The Borrower hereby expressly acknowledges the terms of this Third Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Third Amendment and the transactions contemplated hereby and (ii) its grant of Liens on the Collateral to secure the Secured Obligations (including, without limitation, in respect of the Tranche B-2 Term Loans) pursuant to the Security Documents.

 

SECTION SIX - Execution in Counterparts.  This Third 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 Third Amendment by facsimile transmission or electronic photocopy (i.e., “pdf”) shall be effective as delivery of a manually executed counterpart of this Third Amendment.

 

SECTION SEVEN - Governing Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS THIRD AMENDMENT 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 Third 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
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
DEUTSCHE BANK AG NEW   YORK BRANCH,
    
	
 
    	
as Administrative Agent   and Collateral Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Winters
    
	
 
    	
Name:
    	
Michael Winters
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Shannon
    
	
 
    	
Name:
    	
Michael Shannon
    
	
 
    	
Title:
    	
Vice President
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
BARCLAYS BANK PLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ritam Bhalla
    
	
 
    	
Name:
    	
Ritam Bhalla
    
	
 
    	
Title:
    	
Director
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
GOLDMAN SACHS BANK USA
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robert Ehudin
    
	
 
    	
Name:
    	
Robert Ehudin
    
	
 
    	
Title:
    	
Authorized Signatory
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
BANK OF AMERICA, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Matthew A. Curtin
    
	
 
    	
 
    	
Name:
    	
Matthew A. Curtin
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
DEUTSCHE BANK AG NEW   YORK BRANCH
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Winters
    
	
 
    	
Name:
    	
Michael Winters
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Shannon
    
	
 
    	
Name:
    	
Michael Shannon
    
	
 
    	
Title:
    	
Vice President
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 












 

	
 
    	
JPMORGAN CHASE BANK,   N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dawn Lee Lum
    
	
 
    	
 
    	
Name:
    	
Dawn Lee Lum
    
	
 
    	
 
    	
Title:
    	
Executive Director
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
WELLS FARGO BANK,   NATIONAL ASSOCIATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jessica DeLorm
    
	
 
    	
 
    	
Name: 
    	
Jessica DeLorm
    
	
 
    	
 
    	
Title:
    	
Duly Authorized   Signatory
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
FIFTH THIRD BANK
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ William D. Priester
    
	
 
    	
 
    	
Name: 
    	
William D. Priester
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
UBS AG, STAMFORD BRANCH
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Darlene Arias
    
	
 
    	
 
    	
Name: 
    	
Darlene Arias
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Pearson
    
	
 
    	
 
    	
Name: 
    	
Craig Pearson
    
	
 
    	
 
    	
Title:
    	
Associate Director
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

Each Guarantor acknowledges and consents to each of the foregoing provisions of this Third Amendment and the incurrence of the Tranche B-2 Term Loans.  Each Guarantor further acknowledges and agrees that all Obligations with respect to the Tranche B-2 Term Loans shall be fully guaranteed and secured pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.  Each Guarantor hereby agrees to the amendments contemplated by Section Two hereof.

 

	
 
    	
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:
    	
Chief Executive Officer  
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
GUARANTORS   (cont’d):
    
	
 
    	
 
    
	
 
    	
A1   LEASING, INC.
    
	
 
    	
ABBOTT   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.
    
	
 
    	
AMERICAN   MEDICAL RESPONSE OF INLAND EMPIRE
    
	
 
    	
AMERICAN   MEDICAL RESPONSE OF MASSACHUSETTS, INC.
    
	
 
    	
AMERICAN   MEDICAL RESPONSE OF NORTH CAROLINA, INC.
    
	
 
    	
AMERICAN   MEDICAL RESPONSE OF OKLAHOMA, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name:
    	
Craig A. Wilson
    
	
 
    	
 
    	
Title:
    	
Secretary
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
GUARANTORS   (cont’d):
    
	
 
    	
 
    
	
 
    	
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.
    
	
 
    	
AMR   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.
    
	
 
    	
EMCARE   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
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
GUARANTORS   (cont’d):
    
	
 
    	
 
    
	
 
    	
GOLD   COAST AMBULANCE SERVICE
    
	
 
    	
GREATER   PINELLAS TRANSPORTATION MANAGEMENT SERVICES, INC.
    
	
 
    	
GUARDIAN   HEALTH CARE, INC.
    
	
 
    	
GUARDIAN   HEALTHCARE GROUP, INC.
    
	
 
    	
GUARDIAN   HEALTHCARE HOLDINGS, INC.
    
	
 
    	
HANK’S   ACQUISITION CORP.
    
	
 
    	
HEALTH   PRIORITY HOME CARE, INC.
    
	
 
    	
HEALTHCARE   ADMINISTRATIVE SERVICES, INC.
    
	
 
    	
HEMET   VALLEY AMBULANCE SERVICE, INC.
    
	
 
    	
HERREN   ENTERPRISES, INC.
    
	
 
    	
HOLIDAY   ACQUISITION COMPANY, INC.
    
	
 
    	
INTERNATIONAL   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
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
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   HEALTHCARE, 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.
    
	
 
    	
VISTA   STAFFING SOLUTIONS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Name:
    	
Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
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 Services, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Name:
    	
Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ACUTE MANAGEMENT, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
By: HAWKEYE 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
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 












 

	
 
    	
GUARANTORS   (cont’d):
    
	
 
    	
 
    
	
 
    	
ALPHA PHYSICIAN   RESOURCES, L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Name:
    	
Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
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
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
GUARANTORS   (cont’d):
    
	
 
    	
 
    
	
 
    	
BRAVO   REIMBURSEMENT SPECIALIST, L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Name:
    	
Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CMORX, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: EMCARE, INC.,   as Sole Member of CMORx, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Name:
    	
Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
GUARANTORS   (cont’d):
    
	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ED SOLUTIONS, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Name:
    	
Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
GUARANTORS   (cont’d):
    
	
 
    	
 
    
	
 
    	
EDIMS,   L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Name:
    	
Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
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
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 












 

	
 
    	
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
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
GUARANTORS   (cont’d):
    
	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MSO   NEWCO, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Name:
    	
Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
GUARANTORS   (cont’d):
    
	
 
    	
 
    	
 
    
	
 
    	
PHOENIX PHYSICIANS, LLC
   STREAMLINED MEDICAL SOLUTIONS LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: EMCARE, INC.,   as Sole Member of Phoenix Physicians, LLC and 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
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PROVEN   HEALHCARE SOLUTIONS OF NEW JERSEY, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
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
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
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
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WHITAKER   PHYSICIANS SERVICES, L.L.C.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Name:
    	
Craig A. Wilson
    
	
 
    	
 
    	
 
    	
Title:
    	
Secretary
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

	
 
    	
GUARANTORS   (cont’d):
    
	
 
    	
 
    
	
 
    	
AMR BAY   STATE, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
Title: Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
COMMUNITY   EMS, INC.
    
	
 
    	
EMERGENCY   MEDICAL TRANSPORTATION, INC.
    
	
 
    	
MARLBORO HUDSON   AMBULANCE &
    
	
 
    	
WHEELCHAIR SERVICE, INC.
    
	
 
    	
VITAL   ENTERPRISES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
Title: Secretary
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]

 











 

ACKNOWLEDGEMENT

 

Deutsche Bank AG New York Branch, as ABL Agent under that certain Intercreditor Agreement dated as of May 25, 2011 (the “Intercreditor Agreement”) and Deutsche Bank AG New York Branch, as Term Loan Agent under the Intercreditor Agreement hereby acknowledge that the issuance of the Tranche B-2 Term Loans will constitute Term Loan Obligations (as defined in the Intercreditor Agreement), under the Original Term Loan Credit Agreement (as defined in the Intercreditor Agreement).

 

 

	
 
    	
DEUTSCHE BANK AG NEW   YORK BRANCH
    
	
 
    	
in its capacity as ABL   Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Winters
    
	
 
    	
Name:
    	
Michael Winters
    
	
 
    	
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/ Michael Winters
    
	
 
    	
Name:
    	
Michael Winters
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Shannon
    
	
 
    	
Name:
    	
Michael Shannon
    
	
 
    	
Title:
    	
Vice President
    


 

[Signature Page to Third Amendment to Term Loan Credit Agreement]