JOINDER AGREEMENT TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT May 25, 2011
Exhibit 4.5
JOINDER AGREEMENT TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
May 25, 2011
Reference is hereby made to the Exchange and Registration Rights Agreement, dated as of May 25, 2011 (the “Agreement”), by and among CDRT Merger Sub, Inc. (“CDRT”) and the Initial Purchasers named therein concerning the sale by CDRT to the Initial Purchasers of $950.0 million aggregate principal amount of CDRT’s 8.125% Senior Notes due 2019 (the “Securities”). Unless otherwise defined herein, terms defined in this Joinder Agreement and used herein shall have the meanings given them in the Agreement.
1. Joinder of the Successor Company. Emergency Medical Services Corporation, a Delaware corporation (the “Company”), hereby agrees to become bound by the terms, conditions and other provisions of the Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as the “Issuer” therein and as if such party executed the Agreement on the date thereof.
2. Joinder of the Guarantor. Each of the guarantors listed on Annex A hereto (collectively, the “Guarantors”), hereby agrees to become bound by the terms, conditions and other provisions of the Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as “Guarantor” therein and as if such party executed the Agreement on the date thereof.
3. Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York.
4. Counterparts. This agreement may be executed in any number of counterparts and by the 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 one and the same agreement.
5. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
6. Headings. The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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GUARANTORS: | |||
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A1 LEASING, INC. | |||
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XXXXXX AMBULANCE, INC. | |||
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XXXX TRANSPORTATION SERVICE, INC. | |||
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AFFILION, INC. | |||
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AIR AMBULANCE SPECIALISTS, INC. | |||
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AMBULANCE ACQUISITION, INC. | |||
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AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC. | |||
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AMERICAN INVESTMENT ENTERPRISES, INC. | |||
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AMERICAN MEDICAL PATHWAYS, INC. | |||
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AMERICAN MEDICAL RESPONSE AMBULANCE SERVICE, INC. | |||
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AMERICAN MEDICAL RESPONSE HOLDINGS, INC. | |||
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AMERICAN MEDICAL RESPONSE MANAGEMENT, INC. | |||
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AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC. | |||
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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AMERICAN MEDICAL RESPONSE NORTHWEST, INC. | |||
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AMERICAN MEDICAL RESPONSE OF COLORADO, INC. | |||
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AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED | |||
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AMERICAN MEDICAL RESPONSE OF GEORGIA, INC. | |||
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AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC. | |||
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AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE | |||
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AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC. | |||
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AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC. | |||
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AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC. | |||
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AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC. | |||
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AMERICAN MEDICAL RESPONSE OF SOUTHERN CALIFORNIA | |||
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AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC. | |||
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AMERICAN MEDICAL RESPONSE OF TEXAS, INC. | |||
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AMERICAN MEDICAL RESPONSE WEST | |||
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AMERICAN MEDICAL RESPONSE, INC. | |||
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AMR HOLDCO, INC. | |||
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ARIZONA OASIS ACQUISITION, INC. | |||
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ASSOCIATED AMBULANCE SERVICE, INC. | |||
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ATLANTIC AMBULANCE SERVICES ACQUISITION, INC. | |||
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ATLANTIC/KEY WEST AMBULANCE, INC. | |||
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ATLANTIC/PALM BEACH AMBULANCE, INC. | |||
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BESTPRACTICES, INC. | |||
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BLYTHE AMBULANCE SERVICE | |||
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BROWARD AMBULANCE, INC. | |||
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DESERT VALLEY MEDICAL TRANSPORT, INC. | |||
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EHR MANAGEMENT CO. | |||
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EMCARE ANESTHESIA PROVIDERS, INC. | |||
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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EMCARE HOLDCO, INC. | |||
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EMCARE HOLDINGS INC. | |||
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EMCARE OF CALIFORNIA, INC. | |||
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EMCARE PHYSICIAN PROVIDERS, INC. | |||
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EMCARE PHYSICIAN SERVICES, INC. | |||
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EMCARE, INC. | |||
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EMERGENCY MEDICINE EDUCATION SYSTEMS, INC. | |||
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FIVE COUNTIES AMBULANCE SERVICE, INC. | |||
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FLORIDA EMERGENCY PARTNERS, INC. | |||
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GOLD COAST AMBULANCE SERVICE | |||
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HANK’S ACQUISITION CORP. | |||
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HEALTHCARE ADMINISTRATIVE SERVICES, INC. | |||
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HEMET VALLEY AMBULANCE SERVICE, INC. | |||
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XXXXXX ENTERPRISES, INC. | |||
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HOLIDAY ACQUISITION COMPANY, INC. | |||
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INTERNATIONAL LIFE SUPPORT, INC. | |||
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XXXX AMBULANCE SERVICE, INC. | |||
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LIFECARE AMBULANCE SERVICE, INC. | |||
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LIFEFLEET SOUTHEAST, INC. | |||
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MEDEVAC MEDICAL RESPONSE, INC. | |||
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MEDEVAC MIDAMERICA, INC. | |||
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MEDIC ONE AMBULANCE SERVICES, INC. | |||
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MEDIC ONE OF XXXX, INC. | |||
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MEDI-CAR AMBULANCE SERVICE, INC. | |||
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MEDI-CAR SYSTEMS, INC. | |||
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MEDICWEST AMBULANCE, INC. | |||
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MEDICWEST HOLDINGS, INC. | |||
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MEDLIFE EMERGENCY MEDICAL SERVICE, INC. | |||
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MERCY AMBULANCE OF EVANSVILLE, INC. | |||
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MERCY LIFE CARE | |||
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MERCY, INC. | |||
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METRO AMBULANCE SERVICE (RURAL), INC. | |||
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METRO AMBULANCE SERVICE, INC. | |||
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METRO AMBULANCE SERVICES, INC. | |||
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METROPOLITAN AMBULANCE SERVICE | |||
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MIDWEST AMBULANCE MANAGEMENT COMPANY | |||
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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MOBILE MEDIC AMBULANCE SERVICE, INC. | |||
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NEVADA RED ROCK AMBULANCE, INC. | |||
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NEVADA RED ROCK HOLDINGS, INC. | |||
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PARAMED, INC. | |||
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PARK AMBULANCE SERVICE INC. | |||
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PHYSICIAN ACCOUNT MANAGEMENT, INC. | |||
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PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC. | |||
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PROVIDER ACCOUNT MANAGEMENT, INC. | |||
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XXXXXXX AMBULANCE SERVICE, INC. | |||
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RADIOLOGY STAFFING SOLUTIONS, INC. | |||
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RADSTAFFING MANAGEMENT SOLUTIONS, INC. | |||
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XXXXXX EASTERN AMBULANCE SERVICE, INC. | |||
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REIMBURSEMENT TECHNOLOGIES, INC. | |||
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RIVER MEDICAL INCORPORATED | |||
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SEMINOLE COUNTY AMBULANCE, INC. | |||
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SPRINGS AMBULANCE SERVICE, INC. | |||
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STAT HEALTHCARE, INC. | |||
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SUNRISE HANDICAP TRANSPORT CORP. | |||
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TEK AMBULANCE, INC. | |||
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TIDEWATER AMBULANCE SERVICE, INC. | |||
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XXXXX COUNTY EMERGENCY MEDICAL SERVICES, INC. | |||
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V.I.P. PROFESSIONAL SERVICES, INC. | |||
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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CLINICAL PARTNERS MANAGEMENT COMPANY, LLC | |||
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EMS OFFSHORE MEDICAL SERVICES, LLC | |||
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NORTHWOOD ANESTHESIA ASSOCIATES, L.L.C. | |||
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SEAWALL ACQUISITION, LLC | |||
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Manager |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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ACCESS 2 CARE, LLC | |||
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By: |
MISSION CARE SERVICES, LLC, as manager of Access 2 Care, LLC | |
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By: |
AMERICAN MEDICAL RESPONSE, INC., as manager of Mission Care Services, LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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AMR BROCKTON, L.L.C. | |||
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By: |
AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC., as manager and sole member of AMR Brockton, L.L.C. | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC | |||
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By: |
AMERICAN MEDICAL RESPONSE MID- ATLANTIC, INC., as sole member of American Medical Response Delaware Valley, LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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APEX ACQUISITION LLC | |||
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By: |
EMCARE, INC., as sole member of Apex Acquisition LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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EMS MANAGEMENT LLC | |||
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By: |
EMCARE HOLDCO, INC., as member of EMS Management LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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By: |
AMR HOLDCO, INC., as member of EMS Management LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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EVERRAD, LLC | |||
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By: |
XXXXXXXXX READINGS, LLC, as sole member of EverRad, LLC | |
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By: |
EMCARE, INC., as sole member of Xxxxxxxxx Readings, LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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MEDASSOCIATES, LLC | |||
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By: |
EMCARE, INC., as sole member of MedAssociates, LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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MISSION CARE OF ILLINOIS, LLC | |||
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By: |
MISSION CARE SERVICES, LLC, as manager of Mission Care of Illinois, LLC | |
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By: |
AMERICAN MEDICAL RESPONSE, INC., as manager of Mission Care Services, LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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MISSION CARE OF MISSOURI, LLC | |||
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By: |
MISSION CARE SERVICES, LLC, as manager of Mission Care of Missouri, LLC | |
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By: |
AMERICAN MEDICAL RESPONSE, INC., as manager of Mission Care Services, LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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MISSION CARE SERVICES, LLC | |||
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By: |
AMERICAN MEDICAL RESPONSE, INC., as manager of Mission Care Services, LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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MSO NEWCO, LLC | |||
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By: |
APEX ACQUISITION LLC, as sole member of MSO Newco, LLC | |
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By: |
EMCARE, INC., as sole member of Apex Acquisition LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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PINNACLE CONSULTANTS MID-ATLANTIC, L.L.C. | |||
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By: |
APEX ACQUISITION LLC, as sole member of Pinnacle Consultants Mid-Atlantic, L.L.C. | |
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By: |
EMCARE, INC., as sole member of Apex Acquisition LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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PROVIDACARE, L.L.C. | |||
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By: |
AMERICAN MEDICAL PATHWAYS, INC., as sole member of ProvidaCare, L.L.C. | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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REGIONAL EMERGENCY SERVICES, L.P. | |||
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By: |
FLORIDA EMERGENCY PARTNERS, INC., as general partner of Regional Emergency Services, L.P. | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
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SUN DEVIL ACQUISITION LLC | |||
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By: |
EMCARE, INC., as sole member of Sun Devil Acquisition LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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XXXXXXXXX READINGS, LLC | |||
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By: |
EMCARE, INC., as sole member of Xxxxxxxxx Readings, LLC | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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EMERGENCY MEDICAL SERVICES L.P. | |||
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By: |
EMERGENCY MEDICAL SERVICES CORPORATION, as general partner of Emergency Medical Services L.P. | |
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By: |
/s/ Xxxxxxx X Xxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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GUARANTORS (cont’d): | |||
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FOUNTAIN AMBULANCE SERVICE, INC. | |||
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By: |
/s/ Xxxx X. Xxxxxxx | |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
President |
[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
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BARCLAYS CAPITAL INC., as representative of the Initial Purchasers | |||
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Managing Director |
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[SIGNATURE PAGES TO THE JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
Annex A
List of Guarantors
1. A1 Leasing, Inc.
2. Xxxxxx Ambulance, Inc.
3. Access 2 Care, LLC
4. Xxxx Transportation Service, Inc.
5. Affilion, Inc.
6. Air Ambulance Specialists, Inc.
7. Ambulance Acquisition, Inc.
8. American Emergency Physicians Management, Inc.
9. American Investment Enterprises, Inc.
10. American Medical Pathways, Inc.
11. American Medical Response Ambulance Service, Inc.
12. American Medical Response Delaware Valley, LLC
13. American Medical Response Holdings, Inc.
14. American Medical Response Management, Inc.
15. American Medical Response Mid-Atlantic, Inc.
16. American Medical Response Northwest, Inc.
17. American Medical Response of Colorado, Inc.
18. American Medical Response of Connecticut, Incorporated
19. American Medical Response of Georgia, Inc.
20. American Medical Response of Illinois, Inc.
21. American Medical Response of Inland Empire
22. American Medical Response of Massachusetts, Inc.
23. American Medical Response of North Carolina, Inc.
24. American Medical Response of Oklahoma, Inc.
25. American Medical Response of South Carolina, Inc.
26. American Medical Response of Southern California
27. American Medical Response of Tennessee, Inc.
28. American Medical Response of Texas, Inc.
29. American Medical Response West
30. American Medical Response, Inc.
31. AMR Brockton, L.L.C.
32. AMR HoldCo, Inc.
33. Apex Acquisition LLC
34. Arizona Oasis Acquisition, Inc.
35. Associated Ambulance Service, Inc.
36. Atlantic Ambulance Services Acquisition, Inc.
37. Atlantic/Key West Ambulance, Inc.
38. Atlantic/Palm Beach Ambulance, Inc.
39. BestPractices, Inc.
40. Blythe Ambulance Service
41. Broward Ambulance, Inc.
42. Clinical Partners Management Company, LLC
43. Desert Valley Medical Transport, Inc.
44. EHR Management Co.
45. EmCare Anesthesia Providers, Inc.
46. EmCare HoldCo, Inc.
47. EmCare Holdings Inc.
48. EmCare of California, Inc.
49. EmCare Physician Providers, Inc.
50. EmCare Physician Services, Inc.
51. EmCare, Inc.
52. Emergency Medical Services L.P.
53. Emergency Medicine Education Systems, Inc.
54. EMS Management LLC
55. EMS Offshore Medical Services, LLC
56. EverRad, LLC
57. Five Counties Ambulance Service, Inc.
58. Florida Emergency Partners, Inc.
59. Fountain Ambulance Service, Inc.
60. Global Medical Response, Inc.
61. Gold Coast Ambulance Service
62. Hank’s Acquisition Corp.
63. Healthcare Administrative Services, Inc.
64. Hemet Valley Ambulance Service, Inc.
65. Xxxxxx Enterprises, Inc.
66. Holiday Acquisition Company, Inc.
67. International Life Support, Inc.
68. Xxxx Ambulance Service, Inc.
69. LifeCare Ambulance Service, Inc.
70. LifeFleet Southeast, Inc.
71. MedAssociates, LLC
72. Medevac Medical Response, Inc.
73. Medevac MidAmerica, Inc.
74. Medic One Ambulance Services, Inc.
75. Medic One of Xxxx, Inc.
76. Medi-Car Ambulance Service, Inc.
77. Medi-Car Systems, Inc.
78. MedicWest Ambulance, Inc.
79. MedicWest Holdings, Inc.
80. MedLife Emergency Medical Service, Inc.
81. Mercy Ambulance of Evansville, Inc.
82. Mercy Life Care
83. Mercy, Inc.
84. Metro Ambulance Service (Rural), Inc.
85. Metro Ambulance Service, Inc.
86. Metro Ambulance Services, Inc.
87. Metropolitan Ambulance Service
88. Midwest Ambulance Management Company
89. Mission Care of Illinois, LLC
90. Mission Care of Missouri, LLC
91. Mission Care Services, LLC
92. Mobile Medic Ambulance Service, Inc.
93. MSO Newco, LLC
94. Nevada Red Rock Ambulance, Inc.
95. Nevada Red Rock Holdings, Inc.
96. Northwood Anesthesia Associates, L.L.C.
97. Paramed, Inc.
98. Park Ambulance Service Inc.
99. Physician Account Management, Inc.
100. Physicians & Surgeons Ambulance Service, Inc.
101. Pinnacle Consultants Mid-Atlantic, L.L.C.
102. ProvidaCare, L.L.C.
103. Provider Account Management, Inc.
104. Xxxxxxx Ambulance Service, Inc.
105. Radiology Staffing Solutions, Inc.
106. Radstaffing Management Solutions, Inc.
107. Xxxxxx Eastern Ambulance Service, Inc.
108. Regional Emergency Services, L.P.
109. Reimbursement Technologies, Inc.
110. River Medical Incorporated
111. Seawall Acquisition, LLC
112. Seminole County Ambulance, Inc.
113. Springs Ambulance Service, Inc.
114. STAT Healthcare, Inc.
115. Sun Devil Acquisition LLC
116. Sunrise Handicap Transport Corp.
117. TEK Ambulance, Inc.
118. Xxxxxxxxx Readings, LLC
119. Tidewater Ambulance Service, Inc.
120. Xxxxx County Emergency Medical Services, Inc.
121. V.I.P. Professional Services, Inc.
