Exhibit 3.4.1
AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EMERGENCY MEDICAL SERVICES L.P.
This Amendment to Agreement of Limited Partnership of Emergency Medical
Services L.P., dated as of February 10, 2005 (the "AGREEMENT"), dated November
27, 2005.
Capitalized terms not defined herein have the respective meanings set
forth in the Agreement.
RECITALS
In order to obtain an offering permit from the Department of Corporations
of the State of California to register the Class B Units (the "PERMIT"), the
Partnership has agreed to amend the Agreement as provided herein.
AMENDMENT
Effective on the issuance of the Permit:
1. Section 4.4(b) of the Agreement is amended and restated to read in
its entirety as follows:
(i) Except as provided in this Section 4.4(b), holders of the Class
B Units shall not be entitled to any vote on any matter requiring
the vote of the Limited Partners hereunder.
(ii) On the 90th day after the date the Permit is issued, and only
if the Partnership has not then completed an initial public offering
of the equity interests of the Partnership (or a successor,
including any entity that becomes the holding company of the
Partnership) (an "IPO") within such 90-day period, then, on such
90th day, the holders of the Class B Units shall be entitled to vote
on any matter requiring the vote of the Limited Partners hereunder
except as provided in clause (iii) of this Section 4.4(b).
(iii) In no event shall the holders of the Class B Units have the
right to vote on any reorganization or recapitalization to be
effected in connection with, or furtherance of, an IPO, provided
that, as a result of such reorganization or recapitalization, the
Class B Units are exchanged for the same securities as are offered
to the public in the IPO (it being understood that such exchange may
be deferred until the registration statement with respect to the
securities to be issued in the exchange is declared effective under
the Securities Act of 1933).
2. Section 13.1 is amended and restated to read in its entirety as
follows:
This Agreement represents the entire agreement among the parties
with respect to its subject matter and cannot be changed or
terminated except by an instrument in writing signed by the General
Partners and Limited Partners holding more than 50% of the Class A
Units outstanding or, if the holders of the Class B Units are
entitled to vote as provided in Section 4.4(b)(ii), then by an
instrument in writing signed by the General Partners and Limited
Partners holding more than 50% of the Percentage Interests. If,
notwithstanding the provisions of Section 8.1, the General Partner,
in its sole discretion, seeks the consent
of the Limited Partners to any action, such consent shall require
only an instrument or instruments in writing signed by Limited
Partners holding more than 50% of the Class A Units outstanding.
The foregoing sets forth the entire amendment to the Partnership
Agreement. Except as modified specifically by this Amendment, the Agreement
remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the day and year first above written.
GENERAL PARTNER:
EMSC, Inc.
By: /s/ Todd Zimmerman
------------------------------------
Name: Todd Zimmerman
Title: Secretary
LIMITED PARTNERS:
ONEX PARTNERS LLC
By: /s/ Donald F. West
------------------------------------
Name: Donald F. West
Title: Director
By: /s/ Robert M. Le Blanc
------------------------------------
Name: Robert M. Le Blanc
Title: Director
ONEX US PRINCIPALS LP
By: Onex American Holdings GP LLC,
its General Partner
By: /s/ Donald F. West
------------------------------------
Name: Donald F. West
Title: Representative
[Signature Page to Amendment to Agreement of Limited Partnership of
Emergency Medical Services L.P.]
EMS EXECUTIVE INVESTCO LLC
By: /s/ DONALD F. WEST
------------------------------------
Name: DONALD F. WEST
Title: DIRECTOR
ONEX EMSC CO-INVEST LP
By: Onex Partners GP LP, its General
Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP Inc., its
General Partner
By: /s/ Robert M. Le Blanc
------------------------------------
Name: Robert M. Le Blanc
Title: Managing Director
By: /s/ Donald F. West
------------------------------------
Name: Donald F. West
Title: Vice President
ONEX PARTNERS LP
By: Onex Partners GP LP, its General
Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP Inc., its
General Partner
By: /s/ Robert M. Le Blanc
------------------------------------
Name: Robert M. Le Blanc
Title: Managing Director
By: /s/ Donald F. West
------------------------------------
Name: Donald F. West
Title: Vice President
[Signature Page to Amendment to Agreement of Limited Partnership of
Emergency Medical Services L.P.]