Exhibit 3.4.2
FORM OF AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
EMERGENCY MEDICAL SERVICES L.P.
This Amendment to Agreement of Limited Partnership of Emergency Medical
Services LP, dated as of February 10, 2005 (the "AGREEMENT"), dated December __,
2005.
Capitalized terms are defined in the Agreement or in the Amended and
Restated Agreement of Limited Partnership of the Partnership attached hereto as
Exhibit A (the "RESTATED AGREEMENT").
RECITALS OF AMENDMENT
In order to complete an initial public offering, the Partnership has
determined to effect a reorganization pursuant to which the Partnership will
become a subsidiary of a newly-formed Delaware corporation to be named
"Emergency Medical Services Corporation" (the "COMPANY"). By the execution of
this Amendment, the Partners are authorizing each of the following actions,
which together constitute the "REORGANIZATION".
THE FOLLOWING STEPS ARE DEEMED TO OCCUR CONCURRENTLY (THE "EFFECTIVE TIME"):
- - The Company files its amended and restated charter to provide for Class A
Common Stock and Class B Common Stock and Class B Special Voting Stock.
- - The Company and the Partnership execute and deliver the Voting and
Exchange Trust Agreement and it becomes effective by its terms.
- - The stockholders of the General Partner (Onex American Holdings II LLC and
Robert M. Le Blanc) contribute all of the common stock of the General
Partner to the Company in exchange for 20 shares of Class B Common Stock
(a one-for-one exchange).
- - The General Partner merges with the Company, with the Company being the
surviving corporation.
- - Colby Bartlett LLC and Steven J. Shulman are deemed to have contributed
their Class A Units to the Company in exchange for Class B Common Stock (a
one-for-one exchange).
- - All holders of Class B Units are deemed to have contributed their Class B
Units to the Company in exchange for shares of Class A Common Stock (a
one-for-one exchange).
- - The Restated Agreement becomes effective by its terms, the terms and
conditions of the remaining Class A Units are amended to have the terms
set forth in the Restated Agreement (including Exhibit I thereto) and, as
amended, the Class A Units are designated "LP Exchangeable Units."
If at anytime, the Company effects a stock split to
reflect the pricing of the Class A Common Stock in the Company's initial public
offering, then concurrently with that stock split, the Partnership will effect a
Unit split reflecting the same ratio of new Units for existing Units.
THE FOLLOWING STEPS ARE THEN DEEMED TO OCCUR CONCURRENTLY:
- - The Company issues and sells Class A Common Stock pursuant to the
underwriting agreement for its initial public offering.
- - The Company contributes the net proceeds of the offering to the
Partnership in exchange for a number of GPL Units equal to number of
shares of Class A Common Stock sold in the initial public offering.
- - The Partnership uses the net proceeds of the offering as described in the
prospectus for the Company's initial public offering.
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.
[Signature Pages Follow]
-2-
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.
GENERAL PARTNER:
EMSC, Inc.
By:
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Name:
Title:
LIMITED PARTNERS:
ONEX PARTNERS LLC
By:
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Name:
Title:
By:
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Name:
Title:
ONEX US PRINCIPALS LP
By: Onex American Holdings GP LLC,
its General Partner
By:
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Name:
Title:
[Signature Page to Amendment to Agreement of Limited Partnership of
Emergency Medical Services L.P.]
EMS EXECUTIVE INVESTCO LLC
By:
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Name:
Title:
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:
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Name:
Title:
By:
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Name:
Title:
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:
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Name:
Title:
By:
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Name:
Title:
[Signature Page to Amendment to Agreement of Limited Partnership of
Emergency Medical Services L.P.]