Exhibit 4.3.2


 


AMENDMENT NO. 2


 


TO


 


INVESTOR
EQUITYHOLDERS AGREEMENT


 


AMENDMENT (this “Amendment”), dated as of March 12,
2009, to the INVESTOR EQUITYHOLDERS AGREEMENT (as previously amended and amended
hereby, the “Agreement”),
dated as of February 10, 2005, among Emergency Medical Services L.P., a
Delaware limited partnership (the “Company”), Onex Partners LP, a Delaware
limited partnership (“Onex
Partners”), equityholders signatory thereto and such other
equityholders of the Company as may, from time to time, become parties to the
Agreement in accordance with the provisions thereof.  Any capitalized term used herein and not
defined shall have the meaning given to such term in the Agreement.


 


Pursuant to Section 8.11 of the Agreement, the
Company, the Majority Onex Investors and Other Investors holding a majority of
the Units held by all Other Investors desire to amend the Agreement as set
forth herein.


 


The parties agree hereby as follows:


 


1.             Amendments.


 


(a)           The definition of “Pre-QPO Units” is
hereby amended to read in its entirety as follows:


 


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


 


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


 


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


 


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


 


*  *  *


 

















 


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


 


	
  EMERGENCY
  MEDICAL SERVICES CORPORATION,

  	
   

  
	
  as
  successor to the issuer of the Units

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Todd G. Zimmerman

  	
   

  
	
   

  	
  Name:   Todd G. Zimmerman

  	
   

  
	
   

  	
  Title:    
  Executive Vice President

  	
   

  
	
   

  	
   

  
	
  EMERGENCY
  MEDICAL SERVICES L.P.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Emergency
  Medical Services

  	
   

  
	
   

  	
  Corporation,its
  general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Todd G. Zimmerman

  	
   

  
	
   

  	
  Name:
    Todd G. Zimmerman 

  	
   

  
	
   

  	
  Title:    
  Executive Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OTHER
  INVESTORS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  William A. Sanger

  	
   

  
	
   

  	
  William
  A. Sanger

  	
   

  



 


 


	
  ONEX
  PARTNERS LP (as a Majority Onex Investor)

  	
   

  	
  ONEX
  PARTNERS LLC (as a Majority Onex Investor)

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Onex
  Partners GP LP, its General Partner

  	
   

  	
  By:

  	
  /s/
  Robert M. Le Blanc

  
	
  By:

  	
  Onex
  Partners Manager LP, its Agent

  	
   

  	
   

  	
  Name:   Robert M. Le Blanc

  
	
  By:

  	
  Onex
  Partners Manager GP Inc., its General Partner

  	
   

  	
   

  	
  Title:    
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Robert M. Le Blanc

  	
   

  	
  By:

  	
  /s/
  Donald F. West

  
	
   

  	
  Name:   Robert M. Le Blanc

  	
   

  	
   

  	
  Name:   Donald F. West

  
	
   

  	
  Title:    
  President

  	
   

  	
   

  	
  Title:    
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Donald F. West

  	
   

  	
   

  	
   

  
	
   

  	
  Name:   Donald F. West

  	
   

  	
   

  	
   

  
	
   

  	
  Title:    
  Vice President

  	
   

  	
   

  	
   

  



 


[SIGNATURE PAGE TO AMENDMENT NO. 2 TO INVESTOR EQUITYHOLDERS AGREEMENT]