exv10w18



 



Exhibit 10.18



LAIDLAW INTERNATIONAL, INC.

$825,000,000 CREDIT AGREEMENT


THIRD AMENDMENT

Dated as of January 28, 2004


               THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of January 28, 2004
(this “Amendment”), is among LAIDLAW INTERNATIONAL, INC. (f/k/a Laidlaw
Investments Ltd., an Ontario corporation), a Delaware corporation (“LII” or the
“US Borrower”), LAIDLAW TRANSIT LTD., an Ontario corporation (“LTI”) and
GREYHOUND CANADA TRANSPORTATION CORP., an Ontario corporation (together with
LII and LTI, collectively, the “Borrowers”), the Lenders (as defined below)
signatories hereto, CITICORP NORTH AMERICA, INC., as administrative agent for
the Lenders (in such capacity, the “Administrative Agent”), CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands Branch, as syndication agent (in such
capacity, the “Syndication Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION,
as co-documentation agent (in such capacity, the “Co-Documentation Agent”).


WITNESSETH:


          WHEREAS, the Borrowers, certain financial institutions and other persons
from time to time parties thereto (collectively, the “Lenders”), Citicorp North
America, Inc., as Collateral Agent, the Administrative Agent, the Syndication
Agent and the Co-Documentation Agent, have entered into that certain Credit
Agreement dated as of June 19, 2003, as amended by the Amendment to the Credit
Agreement, dated as of June 26, 2003, and the Second Amendment to the Credit
Agreement, dated as of December 17, 2003 (as so amended, the “Credit
Agreement”; capitalized terms used herein but not defined shall be used herein
as defined in the Credit Agreement);


          WHEREAS, the Borrowers and the Required Lenders have agreed, subject to
the terms and conditions hereinafter set forth, to amend the Credit Agreement
as hereinafter set forth;


          NOW, THEREFORE, for good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged), the parties hereto hereby agree
as follows:


          SECTION 1. Amendment of Credit Agreement. The Credit Agreement is hereby
amended as follows:


     (a) Section 1.01 of the Credit Agreement is hereby amended by adding
the following definitions in alphabetical order:



          ““Excluded ERISA Event” means (i) the occurrence of a “reportable
event” within the meaning of Section 4043.23 or 4043.34 of the PBGC
regulations under Section 4043 of ERISA, (ii) the occurrence of a
“reportable event” within the meaning of


 







 


Section 4043.25, 4043.30 or 4043.35 of the PBGC regulations under
Section 4043 of ERISA or (iii) the occurrence of any of the events or
circumstances described in clause (d), (f), or (h) of the definition of
“ERISA Event,” in each case with respect to any Pension Plan of
Greyhound or any of its Subsidiaries and, in the case of an occurrence
described in clause (ii) or (iii) above, in connection with the
commencement of a proceeding of the type described in Section 6.01(f) by
or against Greyhound or any of its Subsidiaries.”



          "““Greyhound” means Greyhound Lines, Inc., a Delaware corporation.”


          "““Settlement Period” means the period beginning with the occurrence of an
Excluded ERISA Event and ending on the earliest of (i) the date an acceptable
settlement agreement is entered into with the PBGC (as determined in accordance
with the immediately succeeding sentence), (ii) the date the Required Lenders
otherwise determine that the Settlement Period should end and (iii) the date of
the entry by the applicable bankruptcy court of a final non-appealable order
confirming a chapter 11 plan in Greyhound’s Chapter 11 bankruptcy proceeding.
A settlement agreement with the PBGC shall be deemed acceptable for purposes of
terminating a Settlement Period to the extent that the aggregate amount of
payments required to be made with respect to the Pension Plans for any plan
year except 2006 are less than or equal to $20 million or for the 2006 plan
year are less than or equal to $50.5 million or to the extent the Required
Lenders otherwise agree that such settlement agreement is acceptable.”


     (b) Section 3.03 of the Credit Agreement is hereby amended by
deleting the word “and” immediately preceding clause (b) thereof and
substituting a “,” therefor and adding a new clause (c) at the end
thereof to read as follows:



“and (c), during any Settlement Period, any Notice of Borrowing,
Notice of Issuance, Notice of Drawing and Notice of Renewal shall
be accompanied by a certificate from the chief financial officer of
the US Borrower in form and substance satisfactory to the
Administrative Agent that certifies as to the intended use of the
proceeds of such Borrowing, drawing, issuance or renewal.”



     (c) Section 5.02(a) of the Credit Agreement is amended by adding a
new Section 5.02(a)(ix) to read in full as follows:



“(ix) Liens of the PBGC arising in connection with an Excluded
ERISA Event; provided, that, (i) the PBGC enters into an
intercreditor agreement with respect to such Liens that is
substantially similar in all material respects to the Intercreditor
Agreement dated as of June 19, 2003 among the Agent, on behalf of
the Lenders, the PBGC and certain Loan Parties and (ii) the
Obligations secured by such Liens shall not exceed the lesser of
$110 million and an amount equal to 30% of the collective net worth
of each Loan Party and ERISA Affiliate having a net worth greater
than zero (as calculated pursuant to Section 4062(d) of ERISA).”



     (d) Section 5.02(g) of the Credit Agreement is amended by adding the
following parenthetical after the third reference to the term “Equity
Interests” set forth therein:



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     “(other than in the case of the US Borrower, Equity Interests consisting
of common stock)”



     (e) Section 5.03(j) of the Credit Agreement is hereby amended by
inserting a new subsection (vi) to read as follows:



"(vi) Settlement Period Reports. During any Settlement Period,
promptly and in any event within five Business Days after the end
of each calendar month, deliver monthly written reports that update
the Administrative Agent and the Lenders as to the status of any
negotiations with the PBGC, together with copies of all material
written correspondence between any member of the Laidlaw Group and
the PBGC.”



     (f) Section 6.01 of the Credit Agreement is hereby amended by
amending and restating subsection (l) in its entirety to read in full as
follows:



“(l) (i) any ERISA Event, other than an Excluded ERISA Event, shall
have occurred with respect to a Plan and the sum (determined as of
the date of occurrence of such ERISA Event) of the Insufficiency of
such Plan and the Insufficiency of any and all other Plans with
respect to which an ERISA Event, other than an Excluded ERISA
Event, shall have occurred and then exist (or the liability of the
Loan Parties and the ERISA Affiliates related to such ERISA Event)
exceeds $15,000,000; or



(ii) any Excluded ERISA Event shall have occurred and any of the
following events shall occur: (A) any Loan Party shall incur
liability in connection with or as a result of such Excluded ERISA
Event under which the aggregate amount of payments made or required
to be made with respect to the Pension Plans for any plan year
except 2006 shall exceed $20 million or for the 2006 plan year
shall exceed $50.5 million, (B) any Loan Party shall incur
liability under Section 4062, 4063 or 4064 of ERISA in connection
with or as a result of such Excluded ERISA Event in an aggregate
amount exceeding $110 million, (C) a Lien (not including any Lien
under the Junior Security Agreement dated June 18, 2003 by the
grantors named therein in favor of the PBGC) shall arise on the
assets of any Loan Party in an amount exceeding the lesser of $110
million and an amount equal to 30% of the collective net worth of
each Loan Party and ERISA Affiliate having a net worth greater than
zero (as calculated pursuant to Section 4062(d) of ERISA) or (D)
the PBGC shall commence any action or proceeding or otherwise take
any steps to exercise or enforce its rights with respect to assets
of any Loan Party (including, without limitation, the seizure of or
control over any asset of any Loan Party but not including any
steps taken to perfect or protect Liens on any asset as permitted
by Section 5.02(a)(ix)); or”



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          SECTION 2. Conditions to Effectiveness. This Amendment and the amendments
contained herein shall become effective on the date (the “Effective Date”) when
each of the conditions set forth in this Section 2 to this Amendment shall have
been fulfilled to the satisfaction of the Administrative Agent.


     (i) Execution of Counterparts. The Administrative Agent shall have
received counterparts of this Amendment, duly executed and delivered by
the Borrowers and the Required Lenders.



     (ii) Amendment Fee. The Administrative Agent shall have received,
for the account of each Lender that shall have executed this Amendment
before 12:00 pm (New York time) on January 28, 2004, an amendment fee in
an amount equal to 0.10% of the aggregate amount of each such Lender’s
Advances and Commitments.



     (iii) Payment of Other Fees and Expenses. The Administrative Agent
shall have determined that all agency, trustee, custodial, filing
service, legal and other fees and disbursements incurred and invoiced
through the day immediately prior to the Effective Date, including all
fees of the Administrative Agent and its counsel, shall have been paid in
full by the Borrowers.



     (iv) Execution of Consent. The Administrative Agent shall have
received counterparts of the consent appended hereto, duly executed by
each of the entities listed therein.



     (v) Resolutions. The Administrative Agent shall have received
certified copies of (A) any necessary resolutions of the Board of
Directors of each of the Borrowers evidencing approval for this Amendment
and all matters contemplated hereby and (B) all documents evidencing
other necessary corporate action and governmental and other third party
approvals and consents if any, with respect to this Amendment and the
matters contemplated hereby.



     (vi) Certificates. The Administrative Agent shall have received a
certificate of the Acting Secretary of each of the Borrowers certifying
(A) the names and true signatures of the officers of each Borrower
authorized to sign this Amendment and the other documents to be delivered
hereunder, (B) that no authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory
body, or any third party to any agreements and instruments is required
for the due execution, delivery or performance by each Borrower of this
Amendment, (C) the representations and warranties contained in Section 3
of this Amendment are true and correct and (D) no event has occurred and
is continuing that constitutes a Default.



     (vii) Legal Details, Etc. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and Shearman & Sterling LLP as counsel. The
Administrative Agent and its counsel shall have received all information
and such counterpart originals or such certified or other copies or such
materials as the Administrative Agent or its counsel may reasonably
request, and all legal



4







 


matters incident to the transactions contemplated by this Amendment
shall be satisfactory to the Administrative Agent and its counsel.



     (viii) No Default. No Default shall have occurred and be
continuing, or would occur as a result of the transactions contemplated
by this Amendment.



          SECTION 3. Confirmation of Representations and Warranties. Each of the
Borrowers hereby represents and warrants, on and as of the date hereof, that
the representations and warranties contained in the Credit Agreement are
correct and true in all material respects on and as of the date hereof, before
and after giving effect to this Amendment, as though made on and as of the date
hereof, other than any such representations or warranties that, by their terms,
refer to a specific date.


          SECTION 4. Reference to and Effect on the Transaction Documents. (a) On
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the other transaction 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 modified by this Amendment.


     (b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall
continue to be in full force and effect and are hereby in all respects
ratified and confirmed. Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described
therein do and shall continue to secure the payment of all Obligations of
the Loan Parties under the Loan Documents, in each case as amended by
this Amendment.



     (c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or any Agent under any of the
Loan Documents, nor constitute a waiver of any provision of any of the
Loan Documents.



          SECTION 5. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.


          SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York, and shall be
subject to the jurisdictional and service provisions of the Credit Agreement,
as if this were a part of the Credit Agreement.


          SECTION 7. Entire Agreement; Modification. This Amendment constitutes the
entire agreement of the parties hereto with respect to the subject matter
hereof, there being no other agreements or understandings, oral, written or
otherwise, respecting such subject matter,


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any such agreement or understanding being superseded hereby, shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, and may not be amended, extended or
otherwise modified, except in a writing executed in whole or in counterparts by
each party hereto.



[Signatures follow.]



6







 




          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective authorized officers as of the day
and year first above written.



	 	 	 	 	 	 	 
	 	 	Borrowers:
	 	 	 	 	 	 	 
	 	 	LAIDLAW INTERNATIONAL, INC.
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Douglas A. Carty


	 	 	 	 	Name:
	 	Douglas A. Carty
	 	 	 	 	Title:
	 	Senior Vice President & Chief

Financial Officer
	 	 	 	 	 	 	 
	 	 	LAIDLAW TRANSIT LTD.
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Douglas A. Carty


	 	 	 	 	Name:
	 	Douglas A. Carty
	 	 	 	 	Title:
	 	Senior Vice President & Chief

Financial Officer
	 	 	 	 	 	 	 
	 	 	GREYHOUND CANADA TRANSPORTATION CORP.
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Douglas A. Carty


	 	 	 	 	Name:
	 	Douglas A. Carty
	 	 	 	 	Title:
	 	Senior Vice President & Chief

Financial Officer
	 	 	 	 	 	 	 
	 	 	Administrative Agent:
	 	 	 	 	 	 	 
	 	 	CITICORP NORTH AMERICA, INC.
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Citicorp North America, Inc.


	 	 	 	 	Name:

Title:	 	 
	 	 	 	 	 	 	 	 
	 	 	Agreed as of the date above written:
	 	 	 	 	 	 	 
	 	 	

(Please type or print legal name of Lender)
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:

Title:	 	 





7







 


CONSENT



          Reference is made to the Credit Agreement, dated as of June 19, 2003, as
amended by the Amendment to the Credit Agreement, dated as of June 26, 2003,
the Second Amendment to the Credit Agreement, dated as of December 17, 2003 and
the Third Amendment to the Credit Agreement dated as of January 28, 2004 among
the Borrowers, the Lenders party thereto, Citicorp North America, Inc., as
Administrative Agent, Credit Suisse First Boston, acting through its Cayman
Islands Branch, as Syndication Agent, and General Electric Capital Corporation,
as Co-Documentation Agent (such Credit Agreement, as so amended, the “Credit
Agreement”).


          Each of the undersigned confirms and agrees that (a) notwithstanding the
effectiveness of the foregoing Third Amendment to the Credit Agreement, each
Loan Document to which such Person is a party is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects, in
each case as amended by the Third Amendment to the Credit Agreement, and (b)
the Collateral Documents to which such Person is a party and all of the
Collateral described therein do, and shall continue to, secure the payment of
all of the Secured Obligations and the Guaranteed Obligations, respectively (in
each case, as defined therein).


[Signatures follow.]


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	 	US SUBSIDIARY GUARANTORS/GRANTORS:






	 	A1 LEASING, INC.,

a Florida corporation






	 	ADAM TRANSPORTATION SERVICE, INC.,

a New York corporation






	 	ALLIED BUS SALES, INC.,

an Indiana corporation






	 	AMBULANCE ACQUISITION, INC.,

a Delaware corporation






	 	AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC.,

a California corporation






	 	AMERICAN INVESTMENT ENTERPRISES, INC.,

a Nevada corporation






	 	AMERICAN MEDICAL PATHWAYS, INC.,

a Delaware corporation






	 	AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC,

a Delaware limited liability company






	 	AMERICAN MEDICAL RESPONSE HOLDINGS, INC.,

a Delaware corporation






	 	AMERICAN MEDICAL RESPONSE MANAGEMENT, INC.,

a Delaware corporation






	 	AMERICAN MEDICAL RESPONSE

MID-ATLANTIC, INC.,

a Pennsylvania corporation






	 	AMERICAN MEDICAL RESPONSE NORTHWEST, INC.,

an Oregon corporation






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	 	AMERICAN MEDICAL RESPONSE OF COLORADO, INC.,

a Delaware corporation






	 	AMERICAN MEDICAL RESPONSE OF CONNECTICUT,

INCORPORATED,

a Connecticut corporation






	 	AMERICAN MEDICAL RESPONSE OF GEORGIA, INC.,

a Delaware corporation






	 	AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC.,

a Delaware corporation






	 	AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE,

a California corporation






	 	AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC.,

a Massachusetts corporation






	 	AMERICAN MEDICAL RESPONSE OF NORTH

CAROLINA, INC.,

a Delaware corporation






	 	AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC.,

a Delaware corporation






	 	AMERICAN MEDICAL RESPONSE OF SOUTH

CAROLINA, INC.,

a Delaware corporation






	 	AMERICAN MEDICAL RESPONSE OF SOUTHERN

CALIFORNIA,

a California corporation






	 	AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC.,

a Delaware corporation





10







 




	 	AMERICAN MEDICAL RESPONSE OF TEXAS, INC.,

a Delaware corporation






	 	AMERICAN MEDICAL RESPONSE WEST,

a California corporation






	 	AMERICAN MEDICAL RESPONSE, INC.,

a Delaware corporation






	 	AMR BROCKTON, L.L.C.,

a Delaware limited liability company






	 	ASSOCIATED AMBULANCE SERVICE INC.,

a New York corporation






	 	ATLANTIC AMBULANCE SERVICES ACQUISITION, INC.,

a Delaware corporation






	 	ATLANTIC/KEY WEST AMBULANCE, INC.,

a Delaware corporation






	 	ATLANTIC/PALM BEACH AMBULANCE, INC.,

a Delaware corporation






	 	BROWARD AMBULANCE, INC.,

a Delaware corporation






	 	CHARLES T. MITCHELL, INC.,

a Hawaii corporation






	 	CHATHAM COACH LINES, INC.,

a Delaware corporation






	 	CONCORDE ADJUSTERS, INC.,

a Delaware corporation






	 	COORDINATED HEALTH SERVICES, INC.,

a Pennsylvania corporation






	 	DESERT VALLEY MEDICAL TRANSPORT, INC.,

a California corporation





11







 



	 	ECEP, INC.,

a Missouri corporation






	 	EMCARE ANESTHESIA SERVICES, INC.,

a Delaware corporation






	 	EMCARE CONTRACT OF ARKANSAS, INC.,

an Arkansas corporation






	 	EMCARE HOLDINGS INC.,

a Delaware corporation






	 	EMCARE OF ALABAMA, INC.,

an Alabama corporation






	 	EMCARE OF ARIZONA, INC.,

an Arizona corporation






	 	EMCARE OF CALIFORNIA, INC.,

a California corporation






	 	EMCARE OF COLORADO, INC.,

a Colorado corporation






	 	EMCARE OF CONNECTICUT, INC.,

a Connecticut corporation






	 	EMCARE OF FLORIDA, INC.,

a Florida corporation






	 	EMCARE OF GEORGIA, INC.,

a Georgia corporation






	 	EMCARE OF HAWAII, INC.,

a Hawaii corporation






	 	EMCARE OF INDIANA, INC.,

an Indiana corporation






	 	EMCARE OF IOWA, INC.,

an Iowa corporation






	 	EMCARE OF KENTUCKY, INC.,

a Kentucky corporation





12







 



	 	EMCARE OF LOUISIANA, INC.,

a Louisiana corporation






	 	EMCARE OF MARYLAND, LLC,

a Maryland limited liability company






	 	EMCARE OF MICHIGAN, INC.,

a Michigan corporation






	 	EMCARE OF MINNESOTA, INC.,

a Minnesota corporation






	 	EMCARE OF MISSISSIPPI, INC.,

a Mississippi corporation






	 	EMCARE OF MISSOURI, INC.,

a Missouri corporation






	 	EMCARE OF NEVADA, INC.,

a Nevada corporation






	 	EMCARE OF NEW HAMPSHIRE, INC.,

a New Hampshire corporation






	 	EMCARE OF NEW JERSEY, INC.,

a New Jersey corporation






	 	EMCARE OF NEW MEXICO, INC.,

a New Mexico corporation






	 	EMCARE OF NEW YORK, INC.,

a New York corporation






	 	EMCARE OF NORTH CAROLINA, INC.,

a North Carolina corporation






	 	EMCARE OF NORTH DAKOTA, INC.,

a North Dakota corporation






	 	EMCARE OF OHIO, INC.,

an Ohio corporation






	 	EMCARE OF OKLAHOMA, INC.,

an Oklahoma corporation





13







 



	 	EMCARE OF OREGON, INC.,

an Oregon corporation






	 	EMCARE OF PENNSYLVANIA, INC.,

a Pennsylvania corporation






	 	EMCARE OF RHODE ISLAND, INC.,

a Rhode Island corporation






	 	EMCARE OF SOUTH CAROLINA, INC.,

a South Carolina corporation






	 	EMCARE OF TENNESSEE, INC.,

a Tennessee corporation






	 	EMCARE OF TEXAS, INC.,

a Texas corporation






	 	EMCARE OF VERMONT, INC.,

a Vermont corporation






	 	EMCARE OF VIRGINIA, INC.,

a Virginia corporation






	 	EMCARE OF WASHINGTON, INC.,

a Washington corporation






	 	EMCARE OF WEST VIRGINIA, INC.,

a West Virginia corporation






	 	EMCARE OF WISCONSIN, INC.,

a Wisconsin corporation






	 	EMCARE PHYSICIAN PROVIDERS, INC.,

a Missouri corporation






	 	EMCARE PHYSICIAN SERVICES, INC.,

a Delaware corporation






	 	EMCARE SERVICES OF ILLINOIS, INC.,

an Illinois corporation






	 	EMCARE SERVICES OF MASSACHUSETTS, INC.,

a Massachusetts corporation





14







 



	 	EMCARE, INC.,

a Delaware corporation






	 	EM-CODE REIMBURSEMENT SOLUTIONS, INC.,

a Delaware corporation






	 	EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.,

a Texas corporation






	 	EMERGENCY SPECIALISTS OF ARKANSAS, INC. II,

a Texas corporation






	 	FIRST MEDICAL/EMCARE INC.,

a California corporation






	 	FIVE COUNTIES AMBULANCE SERVICE, INC.,

a New York corporation






	 	FLORIDA EMERGENCY PARTNERS, INC.,

a Texas corporation






	 	FOUNTAIN AMBULANCE SERVICE, INC.,

an Alabama corporation






	 	GIEGER TRANSFER SERVICE, INC.,

a Mississippi corporation






	 	GOLDEN GATE ASSOCIATES,

a California corporation






	 	HANK’S ACQUISITION CORP.,

an Alabama corporation






	 	HEALTHCARE ADMINISTRATIVE SERVICES, INC.,

a Delaware corporation






	 	HELIX PHYSICIANS MANAGEMENT, INC.,

a California corporation





15







 



	 	HEMET VALLEY AMBULANCE SERVICE, INC.,

a California corporation






	 	INTERNATIONAL LIFE SUPPORT, INC.,

a Hawaii corporation






	 	KUTZ AMBULANCE SERVICE, INC.,

a Wisconsin corporation






	 	LAIDLAW INTERNATIONAL FINANCE CORPORATION, INC.,

a Delaware corporation






	 	LAIDLAW MEDICAL HOLDINGS, INC.,

a Delaware corporation






	 	LAIDLAW MEDICAL TRANSPORTATION, INC.,

a Delaware corporation






	 	LAIDLAW ONE, INC.,

a Delaware corporation






	 	LAIDLAW TRANSIT HOLDINGS, INC.,

a Delaware corporation






	 	LAIDLAW TRANSIT MANAGEMENT COMPANY, INC.,

a Pennsylvania corporation






	 	LAIDLAW TRANSIT SERVICES, INC.,

a Delaware corporation






	 	LAIDLAW TRANSIT, INC.,

a Delaware corporation






	 	LAIDLAW TRANSPORTATION HOLDINGS, INC.,

a Delaware corporation






	 	LAIDLAW TRANSPORTATION MANAGEMENT INC.,

an Ohio corporation





16







 



	 	LAIDLAW TRANSPORTATION, INC.,

a Delaware corporation






	 	LAIDLAW TWO, INC.,

a Delaware corporation






	 	LAIDLAW USA, INC.,

a New York corporation






	 	LIFECARE AMBULANCE SERVICE, INC.,

an Illinois corporation






	 	LIFEFLEET SOUTHEAST, INC.,

a Florida corporation






	 	LINC TRANSPORTATION, LLC,

a Delaware corporation






	 	MEDEVAC MEDICAL RESPONSE, INC.,

a Missouri corporation






	 	MEDEVAC MIDAMERICA, INC.,

a Missouri corporation






	 	MEDIC ONE AMBULANCE SERVICES, INC.,

a Delaware corporation






	 	MEDIC ONE OF COBB, INC.,

a Georgia corporation






	 	MEDI-CAR AMBULANCE SERVICE, INC.,

a Florida corporation






	 	MEDI-CAR SYSTEMS, INC.,

a Florida corporation






	 	MEDLIFE EMERGENCY MEDICAL SERVICE, INC.,

an Alabama corporation






	 	MERCY AMBULANCE OF EVANSVILLE, INC., an

Indiana corporation






	 	MERCY LIFE CARE,

a California corporation





17







 



	 	MERCY, INC.,

a Nevada corporation






	 	METRO AMBULANCE SERVICE (RURAL), INC.,

a Delaware corporation






	 	METRO AMBULANCE SERVICE, INC.,

a Delaware corporation






	 	METRO AMBULANCE SERVICES, INC.,

a Georgia corporation






	 	METROPOLITAN AMBULANCE SERVICE,

a California corporation






	 	MIDWEST AMBULANCE MANAGEMENT COMPANY,

a Delaware corporation






	 	MOBILE MEDIC AMBULANCE SERVICE, INC.,

a Delaware corporation






	 	NORMAN BRUCE JETTON, INC.,

a California corporation






	 	OLD STAT, INC.,

a Delaware corporation






	 	PACIFIC EMERGENCY SPECIALISTS MANAGEMENT,

INC.,

a California corporation






	 	PARAMED, INC.,

a Michigan corporation






	 	PARK AMBULANCE SERVICE INC.,

a New York corporation






	 	PHYSICIAN ACCOUNT MANAGEMENT, INC., a

Florida corporation






	 	PHYSICIANS & SURGEONS AMBULANCE SERVICE,

INC.,

an Ohio corporation





18







 



	 	PROVIDER ACCOUNT MANAGEMENT, INC.,

a Delaware corporation






	 	PUCKETT AMBULANCE SERVICE, INC.,

a Georgia corporation






	 	RANDLE EASTERN AMBULANCE SERVICE, INC.,

a Florida corporation






	 	REGIONAL EMERGENCY SERVICES, L.P.,

a Delaware limited partnership






	 	REIMBURSEMENT TECHNOLOGIES, INC.,

a Pennsylvania corporation






	 	S.C. FOOD SERVICES (U.S.A.), INC.,

a Delaware corporation






	 	SAFE RIDE SERVICES, INC.,

an Arizona corporation






	 	SAN FRANCISCO AMBULANCE SERVICE, INC.,

a California corporation






	 	SEMINOLE COUNTY AMBULANCE, INC.,

a Delaware corporation






	 	SPRINGS AMBULANCE SERVICE, INC.,

a California corporation






	 	STAT PHYSICIANS, INC.,

a Florida corporation






	 	SUNRISE HANDICAP TRANSPORT CORP.,

a New York corporation






	 	SUTRAN, INC.,

a South Dakota corporation






	 	TEK, INC.,

an Illinois corporation





19







 



	 	THE GOULD GROUP, INC.,

a Texas corporation






	 	TIDEWATER AMBULANCE SERVICE, INC.,

a Virginia corporation






	 	TIFTON MANAGEMENT SERVICES, INC.,

a Georgia corporation






	 	TROUP COUNTY EMERGENCY MEDICAL SERVICES, INC.,

a Georgia corporation






	 	TUCKER EMERGENCY SERVICES, INC.,

a Georgia corporation






	 	VAN TRAN OF TUCSON, INC.,

an Arizona corporation






	 	 	 	 
	 	By:	 	
/s/ Douglas A. Carty
	 	 	 	


	 	Name:	 	
Douglas A. Carty
	 	Title:	 	
Senior Vice President & Chief Financial Officer





20







 



	 	CANADIAN SUBSIDIARY GUARANTORS/GRANTORS:






	 	331001 ALBERTA LTD.






	 	367756 ALBERTA INC.






	 	3765101 CANADA INC.






	 	501781 ONTARIO LIMITED






	 	518841 ALBERTA INC.






	 	ATHLETIC INJURY MANAGEMENT SERVICES INC.






	 	AUTOBUS TRANSCO (1988) INC.






	 	BARREL TAXI LTD.

BEAVERTON & DISTRICT AMBULANCE SERVICES LTD.






	 	BOOK AMBULANCE SERVICE LTD.






	 	BRANT COUNTY AMBULANCE SERVICE LIMITED






	 	CANADIAN MEDICAL RESPONSE (NOVA SCOTIA) LIMITED






	 	3524302 CANADA INC.






	 	CAPITAL BUS SALES (1988) LIMITED






	 	CHECKER CABS (EDMONTON) INC.






	 	GRAY COACH TRAVEL INC.






	 	GRAY LINE OF VANCOUVER HOLDINGS LTD.






	 	MANHATTAN EQUIPMENT SUPPLY COMPANY LIMITED






	 	MEDTRANS MEDICAL TRANSPORTATION LTD.





21







 



	 	PENETANG-MIDLAND COACH LINES LIMITED






	 	S.C. FOOD SERVICES (CANADA) INC./SERVICES

ALIMENTAIRES S.C. (CANADA) INC.






	 	SUPERIOR AMBULANCE (1986) LIMITED






	 	THE GRAY LINE OF VICTORIA LTD.






	 	VOYAGEUR CORP.






	 	N.N. LEE K. INVESTMENTS LTD.






	 	C. SEELEY’S BUS LINES LTD.






	 	GCTC LEASING LTD.






	 	2026922 ONTARIO LIMITED






	 	2026921 ONTARIO LIMITED






	 	 	 	 
	 	By:	 	
/s/ Douglas A. Carty
	 	 	 	


	 	Name:	 	
Douglas A. Carty
	 	Title:	 	
Senior Vice President & Chief

Financial Officer







22