LAIDLAW INVESTMENTS LTD. (to be renamed Laidlaw International, Inc.) $406,000,000 10 3/4% Senior Notes due 2011 REGISTRATION RIGHTS AGREEMENTLaidlaw One Inc • January 29th, 2004 • Refuse systems • New York
Laidlaw Investments Ltd., a corporation organized under the laws of the Province of Ontario, Canada (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, upon the terms set forth in a purchase agreement dated May 22, 2003 (the “Purchase Agreement”), its 10 3/4% Senior Notes due 2011 (the “Notes”) relating to the initial placement of the Securities (the “Initial Placement”). The Company’s obligations under the Notes will be guaranteed on a senior unsecured basis (the “Guarantees”) by each of its subsidiaries named in Schedule II to the Purchase Agreement (collectively, the “Guarantors”). References herein to the “Issuers” refer to the Company and the Guarantors. References herein to the “Securities” refer to the Notes and the Guarantees. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations
LAIDLAW INTERNATIONAL, INC. $825,000,000 CREDIT AGREEMENT THIRD AMENDMENT Dated as of January 28, 2004Credit Agreement • January 29th, 2004 • Laidlaw One Inc • Refuse systems • New York
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”).
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF KEVIN E. BENSONEmployment Agreement • January 29th, 2004 • Laidlaw One Inc • Refuse systems
This agreement when countersigned by you will constitute an amendment to the employment agreement between you and Laidlaw Inc. dated as of September 16, 2002 (hereinafter the “Benson Employment Agreement”).
Re: EMCARE CONTRACT OF ARKANSAS, INC. as a subsidiary guarantor (“Subsidiary Guarantor”) in connection with the exchange offer of 10 3/4% Senior Notes by Laidlaw International, Inc. (“Laidlaw”) and Form S-4 Registration Statement of Laidlaw and...Laidlaw One Inc • January 29th, 2004 • Refuse systems
We are acting as special local counsel to EMCARE CONTRACT OF ARKANSAS, INC., an Arkansas corporation (“Subsidiary Guarantor”) in connection with the above referenced exchange offer of senior notes by Laidlaw.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2004 • Laidlaw One Inc • Refuse systems • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of (this “Agreement”), is made by and between Laidlaw International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
