EXHIBIT 10.4 LAIDLAW INTERNATIONAL, INC. $825,000,000 CREDIT AGREEMENT AMENDMENT DATED AS OF JUNE 26, 2003 This AMENDMENT, dated as of June 26, 2003 (this "Agreement"), under the $825,000,000 Credit Agreement, dated as of June 19, 2003 (such agreement, as amended or otherwise modified, being referred to herein as the "Credit Agreement"), among Laidlaw International, Inc. (f/k/a Laidlaw Investments Ltd.), a Delaware corporation, Laidlaw Transit Ltd., an Ontario corporation, Greyhound Canada Transportation Corp., an Ontario corporation, as borrowers (the "Borrowers"), Citicorp North America, Inc., as administrative and collateral agent (the "Agent"), the other agents and lenders named therein, and Citigroup Global Markets Inc. and Credit Suisse First Boston, as joint lead arrangers (the "Joint Lead Arrangers"). Capitalized terms used without definition in this Agreement shall have the meanings provided in the Credit Agreement. W I T N E S S E T H: WHEREAS, the Credit Agreement is fully effective as of the date hereof; WHEREAS, the Borrowers and the Lenders have agreed to amend the Credit Agreement as hereinafter set forth; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, the parties hereto agree as follows: SECTION 1. Amendment of Credit Agreement. The Credit Agreement is amended as follows: (a) Section 1.01 of the Credit Agreement is hereby amended as follows: (i) By deleting, in the definition of "APPLICABLE MARGIN", the word "the" before the term, "Revolving Credit Facility" in clause (a) thereto, and replacing such word with the word, "each". (ii) By deleting the definition of "APPROPRIATE LENDER" and replacing in its place the following definition: "APPROPRIATE LENDER" means, at any time, with respect to (a) any of the Term B Facility, the Incremental Term Facility, the US Revolving Credit Tranche A Facility or the US Revolving Credit Tranche B Facility, a 2 Lender that has a Commitment with respect to such Facility at such time, (b) the US Revolving Letter of Credit Facility, (i) any US Revolving Issuing Bank and (ii) if the other US Revolving Credit Tranche A Lenders have made Revolving Letter of Credit Advances pursuant to Section 2.03(c) that are outstanding at such time, each such other US Revolving Credit Tranche A Lender, (c) the Canadian Letter of Credit Facility, (i) any Canadian Revolving Issuing Bank and (ii) if the other US Revolving Credit Tranche A Lenders have made Revolving Letter of Credit Advances pursuant to Section 2.03(c) that are outstanding at such time, each such other US Revolving Credit Tranche A Lender, (d) the Canadian Subfacility, (i) any Canadian Lender and (ii) if the other US Revolving Credit Tranche A Lenders have made Canadian Revolving Credit Advances pursuant to Section 2.02(c) that are outstanding at such time, each such other US Revolving Credit Tranche A Lender, (e) the Swing Line Facility, (i) the Swing Line Bank and (ii) if the other US Revolving Credit Tranche A Lenders have made Swing Line Advances pursuant to Section 2.01(d) that are outstanding at such time, each such other US Revolving Credit Tranche A Lender and (f) the Additional Letter of Credit Facility, the Additional Issuing Bank. (iii) By deleting the definition of "CANADIAN LETTER OF CREDIT ADVANCE" and replacing in its place the following definition: "CANADIAN LETTER OF CREDIT ADVANCE" means an advance made by any Canadian Issuing Bank or any US Revolving Credit Tranche A Lender pursuant to Section 2.03(c). (iv) By deleting the definition of "REQUIRED LENDERS" and replacing in its place the following definition: "REQUIRED LENDERS" means, at any time, Lenders owed or holding at least a majority in interest of the sum of, without duplication, (a) the aggregate principal amount of the Advances outstanding at such time, (b) the aggregate Available Amount of all Letters of Credit outstanding at such time, (c) the aggregate Face Amount of all Bankers' Acceptances and Notional Bankers' Acceptances outstanding at such time, (d) the aggregate unused Term B Commitments at such time and (e) the aggregate Unused Revolving Credit Commitments at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Lenders at such time (A) the aggregate principal amount of the Advances owing to such Lender (in its capacity as a Lender) and outstanding at such time, (B) such Lender's Pro Rata Share of the aggregate Available Amount of all Letters of Credit outstanding at such time, (C) such Lender's Pro Rata Share of the aggregate Face Amount of all Bankers' Acceptances and Notional Bankers' Acceptances outstanding at such time, (D) the aggregate unused Term B Commitment of such Lender at such time and (E) the Unused Revolving Credit Commitment of such Lender at such time. 3 For purposes of this definition, (a) the aggregate principal amount of US Letter of Credit Advances owing to any US Issuing Bank and of Swing Line Advances owing to any Swing Line Bank, the Available Amount of each US Letter of Credit shall be considered to be owed to the US Revolving Credit Tranche A Lenders ratably in accordance with their respective US Revolving Credit Tranche A Commitments and (b) the aggregate principal amount of Canadian Advances owing to any Canadian Lender, of Canadian Letter of Credit Advances owing to any Canadian Issuing Bank, the Available Amount of each Canadian Letter of Credit and the Aggregate Face Amount of all Bankers' Acceptances and Notional Bankers' Acceptances shall be considered to be owed to the US Revolving Credit Tranche A Lenders and to the Canadian Revolving Credit Lenders ratably in accordance with their respective Revolving Credit Commitments. (v) By deleting the definition of "REQUIRED REVOLVING CREDIT LENDERS" and replacing in its place the following definition: "REQUIRED REVOLVING CREDIT TRANCHE A LENDERS" means, at any time, Lenders (not including any Defaulting Lender) owed or holding at least a majority in interest of the sum of (a) the aggregate principal amount of the US Revolving Credit Tranche A Advances outstanding at such time, (b) the aggregate Available Amount of all Letters of Credit outstanding at such time, (c) the aggregate Face Amount of all Bankers' Acceptances and Notional Bankers' Acceptances outstanding at such time, and (d) the aggregate Unused Revolving Credit Tranche A Commitments at such time. For purposes of this definition, (a) the aggregate principal amount of US Letter of Credit Advances owing to any US Issuing Bank and of Swing Line Advances owing to any Swing Line Bank, the Available Amount of each US Letter of Credit shall be considered to be owed to the US Revolving Credit Tranche A Lenders ratably in accordance with their respective US Revolving Credit Tranche A Commitments and (b) the aggregate principal amount of Canadian Revolving Credit Advances owing to any Canadian Lender, of Canadian Letter of Credit Advances owing to any Canadian Issuing Bank, the Available Amount of each Canadian Letter of Credit and the Aggregate Face Amount of all Bankers' Acceptances and Notional Bankers' Acceptances shall be considered to be owed to the US Revolving Credit Tranche A Lenders and to the Canadian Revolving Credit Lenders ratably in accordance with their respective US Revolving Credit Tranche A Commitments. (vi) By deleting the definition of "REVOLVING CREDIT FACILITY" and replacing in its place the following definition: "REVOLVING CREDIT FACILITY" means the US Revolving Credit Tranche A Facility and the US Revolving Credit Tranche B Facility. 4 (vii) By deleting the definition of "REVOLVING ISSUING BANKS" and replacing in its place the following definition: "REVOLVING ISSUING BANKS" means each Initial US Revolving Issuing Bank and any other US Revolving Credit Tranche A Lender approved as a US Revolving Issuing Bank or a Canadian Issuing Bank by the Administrative Agent and any Eligible Assignee to which a Letter of Credit Commitment hereunder has been assigned pursuant to Section 8.07 so long as each such US Revolving Credit Tranche A Lender or each such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Revolving Issuing Bank and notifies the Administrative Agent of its Applicable Lending Office and the amount of its Letter of Credit Commitment (which information shall be recorded by the Administrative Agent in the Register), for so long as such Initial US Revolving Issuing Bank, US Revolving Credit Tranche A Lender or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment. (viii) By deleting the definition of "SWING LINE ADVANCE" and replacing in its place the following definition: "SWING LINE ADVANCE" means an advance made by the Swing Line Bank pursuant to Section 2.01(d) or any US Revolving Credit Tranche A Lender pursuant to Section 2.02(b). (ix) By deleting the definition of "SWING LINE BORROWING" and replacing in its place the following definition: "SWING LINE BORROWING" means a borrowing consisting of a Swing Line Advance made by the Swing Line Bank pursuant to Section 2.01(d) or the US Revolving Credit Tranche A Lenders pursuant to Section 2.02(b). (x) By deleting the definition of "UNUSED REVOLVING CREDIT COMMITMENT" and replacing in its place the following definition: "UNUSED REVOLVING CREDIT COMMITMENT" means the Unused Revolving Credit Tranche A Commitment and the Unused Revolving Credit Tranche B Commitment. (xi) By deleting the definition of "US REVOLVING CREDIT ADVANCE" and replacing in its place the following definition: "US REVOLVING CREDIT ADVANCE" means a US Revolving Credit Tranche A Advance and a US Revolving Credit Tranche B Advance. 5 (xii) By deleting the definition of "US REVOLVING CREDIT BORROWING" and replacing in its place the following definition: "US REVOLVING CREDIT BORROWING" means a US Revolving Credit Tranche A Borrowing and a US Revolving Credit Tranche B Borrowing. (xiii) By deleting the definition of "US REVOLVING CREDIT COMMITMENT" and replacing in its place the following definition: "US REVOLVING CREDIT COMMITMENT" means a US Revolving Credit Tranche A Commitment and a US Revolving Credit Tranche B Commitment. (xiv) By deleting the definition of "US REVOLVING CREDIT LENDER" and replacing in its place the following definition: "US REVOLVING CREDIT LENDER" means a US Revolving Credit Tranche A Lender and a US Revolving Credit Tranche B Lender. (xv) By deleting the definition of "US REVOLVING CREDIT NOTE" and replacing in its place the following definition: "US REVOLVING CREDIT NOTE" means a US Revolving Credit Tranche A Note and a US Revolving Credit Tranche B Note. (xvi) By deleting the definition of "US REVOLVING LETTER OF CREDIT ADVANCE" and replacing in its place the following definition: "US REVOLVING LETTER OF CREDIT ADVANCE" means an advance made by any US Revolving Issuing Bank or any US Revolving Credit Tranche A Lender pursuant to Section 2.03(c). (xvii) By inserting the following definitions in proper alphabetical order: "REQUIRED REVOLVING CREDIT TRANCHE B LENDERS" means, at any time, Lenders (not including any Defaulting Lender) owed or holding at least a majority in interest of the sum of the aggregate principal amount of the US Revolving Credit Tranche B Advances outstanding at such time and the aggregate Unused Revolving Credit Tranche B Commitments at such time. "UNUSED REVOLVING CREDIT TRANCHE A COMMITMENT" means, with respect to any US Revolving Credit Tranche A Lender at any time, (a) such Lender's US Revolving Credit Tranche A Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all US Revolving Credit Tranche A Advances, Swing Line Advances and Letter of Credit Advances made by such Lender (in its capacity as a Lender) and 6 outstanding at such time plus (without duplication) (ii) such Lender's Pro Rata Share of (A) with respect to US Revolving Credit Tranche A Lenders, the aggregate Available Amount of all Revolving Letters of Credit outstanding at such time and with respect to Canadian Lenders, the aggregate Available Amount of all Canadian Letters of Credit outstanding at such time, (B) with respect to US Revolving Credit Tranche A Lenders, the aggregate principal amount of all Letter of Credit Advances made by the Issuing Banks pursuant to Section 2.03(c) and outstanding at such time and with respect to the Canadian Lenders, the aggregate principal amount of all Canadian Letter of Credit Advances made by the Canadian Issuing Banks pursuant to Section 2.03(c) and outstanding at such time, (C) with respect to US Revolving Credit Tranche A Lenders, the aggregate principal amount of all Canadian US Revolving Credit Tranche A Advances made by the Canadian Lenders and outstanding at such time, (D) with respect to the US Revolving Credit Tranche A Lenders, the aggregate principal amount of all Swing Line Advances made by the Swing Line Banks pursuant to Section 2.01(d) and outstanding at such time and (E) the aggregate Face Amount of all Bankers' Acceptances and Notional Bankers' Acceptances outstanding at such time. "UNUSED REVOLVING CREDIT TRANCHE B COMMITMENT" means, with respect to any US Revolving Credit Tranche B Lender at any time, such Lender's US Revolving Credit Tranche B Commitment at such time minus the aggregate principal amount of all US Revolving Credit Tranche B Advances made by such Lender and outstanding at such time. "US REVOLVING CREDIT TRANCHE A ADVANCE" has the meaning specified in Section 2.01(b)(i) and includes US Revolving Letter of Credit Advances. "US REVOLVING CREDIT TRANCHE B ADVANCE" has the meaning specified in Section 2.01(b)(ii). "US REVOLVING CREDIT TRANCHE A BORROWING" means a borrowing consisting of simultaneous US Revolving Credit Tranche A Advances of the same Type made by the US Revolving Credit Tranche A Lenders. "US REVOLVING CREDIT TRANCHE B BORROWING" means a borrowing consisting of simultaneous US Revolving Credit Tranche B Advances of the same Type made by the US Revolving Credit Tranche B Lenders. "US REVOLVING CREDIT TRANCHE A COMMITMENT" means, with respect to any US Revolving Credit Tranche A Lender at any time, the amount set forth opposite such Lender's name on Schedule I hereto under the caption "US Revolving Credit Tranche A Commitment" or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to 7 Section 8.07(d) as such Lender's "US Revolving Credit Tranche A Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.06. "US REVOLVING CREDIT TRANCHE B COMMITMENT" means, with respect to any US Revolving Credit Tranche B Lender at any time, the amount set forth opposite such Lender's name on Schedule I hereto under the caption "US Revolving Credit Tranche B Commitment" or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) as such Lender's "US Revolving Credit Tranche B Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.06. "US REVOLVING CREDIT TRANCHE A FACILITY" means, at any time, the aggregate amount of the US Revolving Credit Tranche A Lenders' US Revolving Credit Tranche A Commitments at such time. "US REVOLVING CREDIT TRANCHE B FACILITY" means, at any time, the aggregate amount of the US Revolving Credit Tranche B Lenders' US Revolving Credit Tranche B Commitments at such time. "US REVOLVING CREDIT TRANCHE A LENDER" means any US Revolving Credit Lender that has a US Revolving Credit Tranche A Commitment. "US REVOLVING CREDIT TRANCHE B LENDER" means any US Revolving Credit Lender that has a US Revolving Credit Tranche B Commitment. "US REVOLVING CREDIT TRANCHE A NOTE" means a promissory note of the US Borrower payable to the order of any US Revolving Credit Tranche A Lender in substantially the form of Exhibit A-1(a) hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the US Revolving Credit Tranche A Advances and the Letter of Credit Advances and the Swing Line Advances made by such Lender, as amended. "US REVOLVING CREDIT TRANCHE B NOTE" means a promissory note of the US Borrower payable to the order of any US Revolving Credit Tranche B Lender, in substantially the form of Exhibit A-1(b) hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the US Revolving Credit Tranche B Advances, as amended. (b) Section 2.01(b) of the Credit Agreement is hereby amended as follows: (i) By deleting the current Section 2.01(b) and replacing in its place a new Section 2.01(b)(i): 8 "(b)(i) The US Revolving Credit Tranche A Advances. Each US Revolving Credit Tranche A Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a "US REVOLVING CREDIT TRANCHE A ADVANCE") in US Dollars to the US Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in respect of the Revolving Credit Facility in an amount for each such Advance not to exceed an amount equal to such Lender's Unused Revolving Credit Tranche A Commitment. The proceeds of any US Revolving Credit Tranche A Advances made prior to the Escrow Release Date shall be deposited directly into the Escrow Account with the US Borrower only acquiring rights to such proceeds subject to the rights of the Lenders as beneficiaries pursuant to the Escrow Agreement. Each US Revolving Credit Tranche A Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (other than a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Swing Line Advances or Letter of Credit Advances) and shall consist of US Revolving Credit Tranche A Advances made simultaneously by the US Revolving Credit Tranche A Lenders ratably according to their US Revolving Credit Tranche A Commitments. If the substantial consummation of the Plan of Reorganization does not occur prior to the Deadline Date, the proceeds of the US Revolving Credit Tranche A Advances shall be returned to the Administrative Agent for the account of the US Revolving Credit Tranche A Lenders as set forth in the Escrow Agreement. Within the limits of each US Revolving Credit Tranche A Lender's Unused Revolving Credit Tranche A Commitment in effect from time to time, the US Borrower may borrow under this Section 2.01(b)(i), prepay pursuant to Section 2.07(a) and reborrow under this Section 2.01(b)(i)." (ii) By inserting a new Section 2.01(b)(ii) after the new Section 2.01(b)(i): "(b)(ii) The US Revolving Credit Tranche B Advances. Each US Revolving Credit Tranche B Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a "US REVOLVING CREDIT TRANCHE B ADVANCE") in US Dollars to the US Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in respect of the Revolving Credit Facility in an amount for each such Advance not to exceed an amount equal to such Lender's Unused Revolving Credit Tranche B Commitment minus its Pro Rata Share of the Blocked Amount at such time; provided that each such Lender agrees to make advances of funds designated as the Blocked Amount solely to the extent that the US Borrower has been called upon to make payment of the Stipulated Loss Value under any guarantee of the Greyhound Leases in an amount for each such Advance not to exceed such Lender's Unused Revolving Credit Tranche B Commitment at such time. The proceeds of any US Revolving Credit Tranche B Advances made 9 prior to the Escrow Release Date shall be deposited directly into the Escrow Account with the US Borrower only acquiring rights to such proceeds subject to the rights of the Lenders as beneficiaries pursuant to the Escrow Agreement. Each US Revolving Credit Tranche B Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of US Revolving Credit Tranche B Advances made simultaneously by the US Revolving Credit Tranche B Lenders ratably according to their US Revolving Credit Tranche B Commitments. If the substantial consummation of the Plan of Reorganization does not occur prior to the Deadline Date, the proceeds of the US Revolving Credit Tranche B Advances shall be returned to the Administrative Agent for the account of the US Revolving Credit Tranche B Lenders as set forth in the Escrow Agreement. Within the limits of each US Revolving Credit Tranche B Lender's Unused Revolving Credit Tranche B Commitment in effect from time to time, the US Borrower may borrow under this Section 2.01(b)(ii), prepay pursuant to Section 2.07(a) and reborrow under this Section 2.01(b)(ii)." (c) Sections 2.01(c), 2.01(d), 2.01(f)(i), 2.01(f)(ii), 2.01(f)(iv), 2.02(a), 2.02(b), 2.02(c), 2.03(a), 2.03(b), 2.03(c), 2.04(c), 2.04(d), 2.04(e), 2.06(b)(ii), 2.06(b)(iv), 2.06(b)(v), 2.07(b)(iii), 2.07(b)(vi), 2.09(b), 3.03, 6.01, 6.02 and 7.05(c) of the Credit Agreement are each hereby amended by, in each instance to the extent such terms are used therein: (i) Replacing therein the term, "Revolving Credit Advances" with the term, "US Revolving Credit Tranche A Advances"; (ii) Replacing therein the term, "Revolving Credit Borrowing" with the term, "US Revolving Credit Tranche A Borrowing"; (iii) Replacing therein the term, "Revolving Credit Facility" with the term, "US Revolving Credit Tranche A Facility"; (iv) Replacing therein the term, "Revolving Credit Lender" with the term, "US Revolving Credit Tranche A Lender"; (v) Replacing therein the term, "Revolving Lender" with the term, "US Revolving Credit Tranche A Lender"; (vi) Replacing therein the term, "Unused Revolving Credit Commitments" with the term, "Unused Revolving Credit Tranche A Commitments"; (vii) Replacing therein the term, "US Revolving Credit Advances" with the term, "US Revolving Credit Tranche A Advances"; 10 (viii) Replacing therein the term, "US Revolving Credit Facility" with the term, "US Revolving Credit Tranche A Facility"; (ix) Replacing therein the term, "US Revolving Credit Lender" with the term, "US Revolving Credit Tranche A Lender"; and (x) Replacing therein the term, "US Revolving Lender" with the term, "US Revolving Credit Tranche A Lender". (d) Section 2.04(b) of the Credit Agreement is hereby amended by: (i) In each instance, replacing the term, (x) "US Revolving Credit Lenders" with the term, "US Revolving Credit Tranche A Lenders", (y) "Revolving Credit Facility" with the term, "US Revolving Credit Tranche A Facility" and (z) "US Revolving Credit Advances" with the term, "US Revolving Credit Tranche A Advances". (ii) Adding "(i)" after the section heading, "US Revolving Credit Advances.". (iii) Adding a new Section 2.04(b)(ii): "(ii) The applicable US Borrower shall repay to the Administrative Agent for the ratable account of the US Revolving Credit Tranche B Lenders on the Termination Date in respect of the US Revolving Credit Tranche B Facility the aggregate principal amount of the US Revolving Tranche B Credit Advances then outstanding." (e) Section 2.09(a) of the Credit Agreement is hereby amended by replacing the term, "US Revolving Credit Lender" with the term, "US Revolving Credit Tranche A Lender". (f) Section 8.01 of the Credit Agreement is hereby amended by: (i) In each instance, replacing therein the term, "Revolving Credit Lender" with the term, "US Revolving Credit Tranche A Lender"; and (ii) Adding the following proviso immediately before the last heretofore existing proviso: "provided further that no amendment, waiver or consent shall, unless in writing and signed by the Required Revolving Credit Tranche B Lenders, adversely affect the rights of the US Revolving Tranche B Lenders and there shall be no amendment to the definition of Required Revolving Credit Tranche B Lenders without the consent of all the US Revolving Credit Tranche B Lenders;" (g) Schedule I of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule I hereto. 11 (h) Exhibit A-1 of the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit A-1(a) attached hereto. (i) Exhibit A-1(b) hereto is hereby added to the Credit Agreement. SECTION 2. Conditions to Effectiveness. The provisions of Section 1 of this Agreement shall become effective as of the date first above written (the "Closing Date") when, and only when, the Agent shall have received confirmation of each of the following, each in form and substance satisfactory to the Agent: (i) Execution of Counterparts. The Agent shall have received counterparts of this Agreement duly executed by each of the Borrowers and the Lenders party hereto. (ii) Execution of Consents. The Agent shall have received counterparts of the consent appended hereto, duly executed by each of the Loan Parties (other than the Borrowers) consenting to the execution of this Agreement. (iii) Payment of Fees and Expenses. The Agent shall have determined that all agency, trustee, custodial, filing service, legal and other fees and disbursements incurred and invoiced through the day immediately prior to the Closing Date, including all fees of the Agent and its counsel, shall have been paid in full by the Borrowers. (iv) No Default. No Default shall have occurred and be continuing. SECTION 3. Confirmation of Representations and Warranties. Each of the Borrowers hereby represents and warrants, on and as of the date hereof, that the representations and warranties contained in the Credit Agreement are correct and true in all material respects on and as of the date hereof, before and after giving effect to this Agreement, as though made on and as of the date hereof, other than any such representations or warranties that, by their terms, refer to a specific date. SECTION 4. Reference to and Effect on the Transaction Documents. (a) On and after the effectiveness of this Agreement, each reference in the Credit Agreement to "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the other transaction documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified by this Agreement. (b) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the transaction documents, nor constitute a waiver of any provision of any of the transaction documents. SECTION 5. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different 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 12 constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. SECTION 6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the jurisdictional and service provisions of the Credit Agreement, as if this were a part of the Credit Agreement. SECTION 7. Entire Agreement; Modification. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, there being no other agreements or understandings, oral, written or otherwise, respecting such subject matter, any such agreement or understanding being superseded hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and may not be amended, extended or otherwise modified, except in a writing executed in whole or in counterparts by each party hereto. [Signatures follow.] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. LAIDLAW INTERNATIONAL, INC. (f/k/a LAIDLAW INVESTMENTS LTD.) By ____________________________________ Name: Title: LAIDLAW TRANSIT LTD. By ____________________________________ Name: Title: GREYHOUND CANADA TRANSPORTATION CORP. By ____________________________________ Name: Title: CITICORP NORTH AMERICA, INC., as Administrative Agent and as Collateral Agent By ______________________________ Name: Title: CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Syndication Agent By ______________________________ Name: Title: By ______________________________ Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent By ______________________________ Name: Title: INITIAL LENDERS CITICORP NORTH AMERICA, INC. By ______________________________ Name: Title: CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch By ______________________________ Name: Title: By ______________________________ Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By ______________________________ Name: Title: INITIAL REVOLVING ISSUING BANK CITIBANK, N.A. By ______________________________ Name: Title: INITIAL CANADIAN ISSUING BANK CITIBANK CANADA as Initial Canadian Issuing Bank By ______________________________ Name: Title: ADDITIONAL ISSUING BANK CITIBANK, N.A., as Additional Issuing Bank By ______________________________ Name: Title: SWING-LINE LENDER CITICORP NORTH AMERICA, INC. By ______________________________ Name: Title: CANADIAN LENDERS CITIBANK CANADA, as Canadian Lender By ______________________________ Name: Title: CREDIT SUISSE FIRST BOSTON (TORONTO BRANCH), as Canadian Lender By ______________________________ Name: Title: GUARANTOR/GRANTOR CONSENT Dated as of June __, 2003 Each of the undersigned as (a) Guarantors under (x) the US Subsidiary Guaranty or (y) the Canadian Subsidiary Guarantee, each dated as of June 19, 2003 (collectively, the "Guaranties") in favor of the Secured Parties (as defined in the Credit Agreement referred to in the foregoing Guaranties) and (b) Grantors under the Collateral Documents (as defined in the Credit Agreement referred to in the foregoing Guaranties), hereby consents to such Amendment and hereby confirms and agrees that (i) notwithstanding the effectiveness of such Amendment, the Guaranties and each Collateral Document is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Guaranties or any Collateral Document to the "Credit Agreement", "thereunder", "thereof" or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Amendment and (ii) the Collateral Documents to which such Grantor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (as defined in the Credit Agreement referred to in the foregoing Guaranties). US SUBSIDIARY GUARANTORS/GRANTORS: A1 LEASING, INC., a Florida corporation ADAM TRANSPORTATION SERVICE, INC., a New York corporation ALLIED BUS SALES, INC., an Indiana corporation AMBULANCE ACQUISITION, INC., a Delaware corporation AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC., a California corporation AMERICAN INVESTMENT ENTERPRISES, INC., a Nevada corporation AMERICAN MEDICAL PATHWAYS, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC, a Delaware limited liability company AMERICAN MEDICAL RESPONSE HOLDINGS, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE MANAGEMENT, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC., a Pennsylvania corporation AMERICAN MEDICAL RESPONSE NORTHWEST, INC., an Oregon corporation AMERICAN MEDICAL RESPONSE OF COLORADO, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED, a Connecticut corporation AMERICAN MEDICAL RESPONSE OF GEORGIA, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE, a California corporation AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC., a Massachusetts corporation AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE OF SOUTHERN CALIFORNIA, a California corporation AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE OF TEXAS, INC., a Delaware corporation AMERICAN MEDICAL RESPONSE WEST, a California corporation AMERICAN MEDICAL RESPONSE, INC., a Delaware corporation AMR BROCKTON, L.L.C., a Delaware limited liability company ASSOCIATED AMBULANCE SERVICE INC., a New York corporation ATLANTIC AMBULANCE SERVICES ACQUISITION, INC., a Delaware corporation ATLANTIC/KEY WEST AMBULANCE, INC., a Delaware corporation ATLANTIC/PALM BEACH AMBULANCE, INC., a Delaware corporation BROWARD AMBULANCE, INC., a Delaware corporation CHARLES T. MITCHELL, INC., a Hawaii corporation CHATHAM COACH LINES, INC., a Delaware corporation CONCORDE ADJUSTERS, INC., a Delaware corporation COORDINATED HEALTH SERVICES, INC., a Pennsylvania corporation DESERT VALLEY MEDICAL TRANSPORT, INC., a California corporation ECEP, INC., a Missouri corporation EMCARE ANESTHESIA SERVICES, INC., a Delaware corporation EMCARE CONTRACT OF ARKANSAS, INC., an Arkansas corporation EMCARE HOLDINGS INC., a Delaware corporation EMCARE OF ALABAMA, INC., an Alabama corporation EMCARE OF ARIZONA, INC., an Arizona corporation EMCARE OF CALIFORNIA, INC., a California corporation EMCARE OF COLORADO, INC., a Colorado corporation EMCARE OF CONNECTICUT, INC., a Connecticut corporation EMCARE OF FLORIDA, INC., a Florida corporation EMCARE OF GEORGIA, INC., a Georgia corporation EMCARE OF HAWAII, INC., a Hawaii corporation EMCARE OF INDIANA, INC., an Indiana corporation EMCARE OF IOWA, INC., an Iowa corporation EMCARE OF KENTUCKY, INC., a Kentucky corporation EMCARE OF LOUISIANA, INC., a Louisiana corporation EMCARE OF MARYLAND, LLC, a Maryland limited liability company EMCARE OF MICHIGAN, INC., a Michigan corporation EMCARE OF MINNESOTA, INC., a Minnesota corporation EMCARE OF MISSISSIPPI, INC., a Mississippi corporation EMCARE OF MISSOURI, INC., a Missouri corporation EMCARE OF NEVADA, INC., a Nevada corporation EMCARE OF NEW HAMPSHIRE, INC., a New Hampshire corporation EMCARE OF NEW JERSEY, INC., a New Jersey corporation EMCARE OF NEW MEXICO, INC., a New Mexico corporation EMCARE OF NEW YORK, INC., a New York corporation EMCARE OF NORTH CAROLINA, INC., a North Carolina corporation EMCARE OF NORTH DAKOTA, INC., a North Dakota corporation EMCARE OF OHIO, INC., an Ohio corporation EMCARE OF OKLAHOMA, INC., an Oklahoma corporation EMCARE OF OREGON, INC., an Oregon corporation EMCARE OF PENNSYLVANIA, INC., a Pennsylvania corporation EMCARE OF RHODE ISLAND, INC., a Rhode Island corporation EMCARE OF SOUTH CAROLINA, INC., a South Carolina corporation EMCARE OF TENNESSEE, INC., a Tennessee corporation EMCARE OF TEXAS, INC., a Texas corporation EMCARE OF VERMONT, INC., a Vermont corporation EMCARE OF VIRGINIA, INC., a Virginia corporation EMCARE OF WASHINGTON, INC., a Washington corporation EMCARE OF WEST VIRGINIA, INC., a West Virginia corporation EMCARE OF WISCONSIN, INC., a Wisconsin corporation EMCARE PHYSICIAN PROVIDERS, INC., a Missouri corporation EMCARE PHYSICIAN SERVICES, INC., a Delaware corporation EMCARE SERVICES OF ILLINOIS, INC., an Illinois corporation EMCARE SERVICES OF MASSACHUSETTS, INC., a Massachusetts corporation EMCARE, INC., a Delaware corporation EM-CODE REIMBURSEMENT SOLUTIONS, INC., a Delaware corporation EMERGENCY MEDICINE EDUCATION SYSTEMS, INC., a Texas corporation EMERGENCY SPECIALISTS OF ARKANSAS, INC. II, a Texas corporation FIRST MEDICAL/EMCARE INC., a California corporation FIVE COUNTIES AMBULANCE SERVICE, INC., a New York corporation FLORIDA EMERGENCY PARTNERS, INC., a Texas corporation FOUNTAIN AMBULANCE SERVICE, INC., an Alabama corporation GIEGER TRANSFER SERVICE, INC., a Mississippi corporation GOLDEN GATE ASSOCIATES, a California corporation HANK'S ACQUISITION CORP., an Alabama corporation HEALTHCARE ADMINISTRATIVE SERVICES, INC., a Delaware corporation HELIX PHYSICIANS MANAGEMENT, INC., a California corporation HEMET VALLEY AMBULANCE SERVICE, INC., a California corporation INTERNATIONAL LIFE SUPPORT, INC., a Hawaii corporation KUTZ AMBULANCE SERVICE, INC., a Wisconsin corporation LAIDLAW INTERNATIONAL FINANCE CORPORATION, INC., a Delaware corporation LAIDLAW MEDICAL HOLDINGS, INC., a Delaware corporation LAIDLAW MEDICAL TRANSPORTATION, INC., a Delaware corporation LAIDLAW ONE, INC., a Delaware corporation LAIDLAW TRANSIT HOLDINGS, INC., a Delaware corporation LAIDLAW TRANSIT MANAGEMENT COMPANY, INC., a Pennsylvania corporation LAIDLAW TRANSIT SERVICES, INC., a Delaware corporation LAIDLAW TRANSIT, INC., a Delaware corporation LAIDLAW TRANSPORTATION HOLDINGS, INC., a Delaware corporation LAIDLAW TRANSPORTATION MANAGEMENT INC., an Ohio corporation LAIDLAW TRANSPORTATION, INC., a Delaware corporation LAIDLAW TWO, INC., a Delaware corporation LAIDLAW USA, INC., a New York corporation LIFECARE AMBULANCE SERVICE, INC., an Illinois corporation LIFEFLEET SOUTHEAST, INC., a Florida corporation LINC TRANSPORTATION, LLC, a Delaware corporation MEDEVAC MEDICAL RESPONSE, INC., a Missouri corporation MEDEVAC MIDAMERICA, INC., a Missouri corporation MEDIC ONE AMBULANCE SERVICES, INC., a Delaware corporation MEDIC ONE OF COBB, INC., a Georgia corporation MEDI-CAR AMBULANCE SERVICE, INC., a Florida corporation MEDI-CAR SYSTEMS, INC., a Florida corporation MEDLIFE EMERGENCY MEDICAL SERVICE, INC., an Alabama corporation MERCY AMBULANCE OF EVANSVILLE, INC., an Indiana corporation MERCY LIFE CARE, a California corporation MERCY, INC., a Nevada corporation METRO AMBULANCE SERVICE (RURAL), INC., a Delaware corporation METRO AMBULANCE SERVICE, INC., a Delaware corporation METRO AMBULANCE SERVICES, INC., a Georgia corporation METROPOLITAN AMBULANCE SERVICE, a California corporation MIDWEST AMBULANCE MANAGEMENT COMPANY, a Delaware corporation MOBILE MEDIC AMBULANCE SERVICE, INC., a Delaware corporation NORMAN BRUCE JETTON, INC., a California corporation OLD STAT, INC., a Delaware corporation PACIFIC EMERGENCY SPECIALISTS MANAGEMENT, INC., a California corporation PARAMED, INC., a Michigan corporation PARK AMBULANCE SERVICE INC., a New York corporation PHYSICIAN ACCOUNT MANAGEMENT, INC., a Florida corporation PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC., an Ohio corporation PROVIDER ACCOUNT MANAGEMENT, INC., a Delaware corporation PUCKETT AMBULANCE SERVICE, INC., a Georgia corporation RANDLE EASTERN AMBULANCE SERVICE, INC., a Florida corporation REGIONAL EMERGENCY SERVICES, L.P., a Delaware limited partnership REIMBURSEMENT TECHNOLOGIES, INC., a Pennsylvania corporation S.C. FOOD SERVICES (U.S.A.), INC., a Delaware corporation SAFE RIDE SERVICES, INC., an Arizona corporation SAN FRANCISCO AMBULANCE SERVICE, INC., a California corporation SEMINOLE COUNTY AMBULANCE, INC., a Delaware corporation SPRINGS AMBULANCE SERVICE, INC., a California corporation STAT PHYSICIANS, INC., a Florida corporation SUNRISE HANDICAP TRANSPORT CORP., a New York corporation SUTRAN, INC., a South Dakota corporation TEK, INC., an Illinois corporation THE GOULD GROUP, INC., a Texas corporation TIDEWATER AMBULANCE SERVICE, INC., a Virginia corporation TIFTON MANAGEMENT SERVICES, INC., a Georgia corporation TROUP COUNTY EMERGENCY MEDICAL SERVICES, INC., a Georgia corporation TUCKER EMERGENCY SERVICES, INC., a Georgia corporation VAN TRAN OF TUCSON, INC., an Arizona corporation By: __________________________________ Name: Title: CANADIAN SUBSIDIARY GUARANTORS/GRANTORS: 331001 ALBERTA LTD. 367756 ALBERTA INC. 3765101 CANADA INC. 501781 ONTARIO LIMITED 518841 ALBERTA INC. ATHLETIC INJURY MANAGEMENT SERVICES INC. AUTOBUS TRANSCO (1988) INC. BARREL TAXI LTD. BEAVERTON & DISTRICT AMBULANCE SERVICES LTD. BOOK AMBULANCE SERVICE LTD. BRANT COUNTY AMBULANCE SERVICE LIMITED CANADIAN MEDICAL RESPONSE (NOVA SCOTIA) LIMITED 3524302 CANADA INC. CAPITAL BUS SALES (1988) LIMITED CHECKER CABS (EDMONTON) INC. GRAY COACH TRAVEL INC. GRAY LINE OF VANCOUVER HOLDINGS LTD. MANHATTAN EQUIPMENT SUPPLY COMPANY LIMITED MEDTRANS MEDICAL TRANSPORTATION LTD. PENETANG-MIDLAND COACH LINES LIMITED S.C. FOOD SERVICES (CANADA) INC./ SERVICES ALIMENTAIRES S.C. (CANADA) INC. SUPERIOR AMBULANCE (1986) LIMITED THE GRAY LINE OF VICTORIA LTD. VOYAGEUR CORP. N.N. LEE K. INVESTMENTS LTD. C. SEELEY'S BUS LINES LTD. GCTC LEASING LTD. 2026922 ONTARIO LIMITED 2026921 ONTARIO LIMITED By: __________________________________ Name: Title: SCHEDULE I COMMITMENTS ==================================================================================================================================== US REVOLVING US REVOLVING CANADIAN CANADIAN ADDITIONAL CREDIT CREDIT LETTER OF REVOLVING LETTER OF LETTER OF NAME OF INITIAL TERM B TRANCHE A TRANCHE B CREDIT CREDIT CREDIT CREDIT SWING LINE LENDER COMMITMENT COMMITMENT COMMITMENT COMMITMENT COMMITMENT COMMITMENT COMMITMENT COMMITMENT ==================================================================================================================================== Citicorp North 372,000,000 42,500,000 52,000,000 0 0 0 0 25,000,000 America, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ Credit Suisse First 248,000,000 42,500,000 33,000,000 0 0 0 0 0 Boston, acting through its Cayman Islands Branch - ------------------------------------------------------------------------------------------------------------------------------------ Credit Suisse First 0 0 0 0 15,750,000 0 0 0 Boston (Toronto Branch) - ------------------------------------------------------------------------------------------------------------------------------------ General Electric 5,000,000 15,000,000 15,000,000 0 0 0 0 0 Capital Corporation - ------------------------------------------------------------------------------------------------------------------------------------ Citibank Canada 0 0 0 0 19,250,000 15,000,000 0 0 - ------------------------------------------------------------------------------------------------------------------------------------ Citibank, N.A. 0 0 0 35,000,000 0 0 100,000,000 0 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL 625,000,000 100,000,000 100,000,000 35,000,000 35,000,000 15,000,000 100,000,000 25,000,000 ==================================================================================================================================== APPLICABLE LENDING OFFICES ========================================================================================================= DOMESTIC, EURODOLLAR AND CANADIAN NAME OF INITIAL LENDER LENDING OFFICE ========================================================================================================= Citicorp North America, Inc. Citicorp North America, Inc. 2 Penns Way, Suite 200 New Castle, DE 19720 Attn: David Graber Fax: (302) 894-6120 With a copy to: Citibank Canada 123 Front Street West Toronto, Ontario M5J 2M3 Attn: Rod Smith Fax: (416) 947-5802 - --------------------------------------------------------------------------------------------------------- Credit Suisse First Boston, acting through its Cayman Credit Suisse First Boston Islands Branch One Madison Avenue New York, NY 10010 Attn: Edward Markowski Fax: (212) 538-6851 With a copy to: Credit Suisse First Boston One Madison Avenue New York, NY 10010 Attn: Joseph Adipietro Fax: (212) 448-3135 - --------------------------------------------------------------------------------------------------------- Credit Suisse First Boston (Toronto Branch) Credit Suisse First Boston (Toronto Branch) One First Canadian Place Suite 3000 Toronto, Ontario M5X 1C9 Attn: Jocelyn Ong Fax: (416) 352-4576 With a copy to: Credit Suisse First Boston (Toronto Branch) One First Canadian Place Suite 3000 Toronto, Ontario M5X 1C9 Attn: Alain Daoust Fax: (416) 352-4576 ========================================================================================================= ========================================================================================================= DOMESTIC, EURODOLLAR AND CANADIAN NAME OF INITIAL LENDER LENDING OFFICE ========================================================================================================= General Electric Capital Corporation General Electric Capital Corporation 800 Connecticut Avenue Two North Norwalk, CT 06854 Attn: David Montague Fax: (203) 852-3630 - --------------------------------------------------------------------------------------------------------- Citibank Canada Citibank Canada 123 Front Street West Toronto, Ontario M5J 2M3 Attn: Mary Vlahos Fax: (416) 947-5674 With a copy to: Citibank Canada 123 Front Street West Toronto, Ontario M5J 2M3 Attn: Rod Smith Fax: (416) 947-5802 - --------------------------------------------------------------------------------------------------------- Citibank, N.A. Citibank, N.A. 2 Penns Way, Suite 200 New Castle, DE 19720 Attn: David Graber Fax: (302) 894-6120 With a copy to: Citibank Canada 123 Front Street West Toronto, Ontario M5J 2M3 Attn: Rod Smith Fax: (416) 947-5802 ========================================================================================================= EXHIBIT A-1(a) FORM OF US REVOLVING CREDIT TRANCHE A NOTE $_______________ Dated: _________ __, ____ FOR VALUE RECEIVED, the undersigned, __________________, a _________ corporation (the "BORROWER"), HEREBY PROMISES TO PAY _________________ (the "LENDER") for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below) the aggregate principal amount of the US Revolving Credit Tranche A Advances, the Revolving Letter of Credit Advances and the Swing Line Advances (each as defined below) owing to the Lender by the Borrower pursuant to the $825,000,000 Credit Agreement dated as of June 19, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"; terms defined therein, unless otherwise defined herein, being used herein as therein defined) among Laidlaw Investments Ltd., an Ontario corporation and predecessor to Laidlaw International, Inc., a Delaware corporation, Laidlaw Transit Ltd., an Ontario corporation, and Greyhound Canada Transportation Corp., an Ontario corporation, as borrowers thereunder, the Lender and certain other lender parties party thereto, Citicorp North America, Inc., as Collateral Agent and as Administrative Agent for the Lender and such other lender parties, on the Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each US Revolving Credit Tranche A Advance, Revolving Letter of Credit Advance and Swing Line Advance from the date of such US Revolving Credit Tranche A Advance, Revolving Letter of Credit Advance or Swing Line Advance, as the case may be, until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Citicorp North America, Inc., as Administrative Agent, at _______________, New York, New York __________ in same day funds. Each US Revolving Credit Tranche A Advance, Revolving Letter of Credit Advance and Swing Line Advance owing to the Lender by the Borrower and the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making or purchasing of advances (variously, the "US REVOLVING CREDIT TRANCHE A ADVANCES", the "REVOLVING LETTER OF CREDIT ADVANCES" or the "SWING LINE ADVANCES") by the Lender to or for the benefit of the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such US Revolving Credit Tranche A Advance, Revolving Letter of Credit Advance and Swing Line Advance being evidenced by this Promissory Note, 2 and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of the Borrower under this Promissory Note and the other Loan Documents, and the obligations of the other Loan Parties under the Loan Documents, are secured by the Collateral as provided in the Loan Documents. This Note shall be governed by, and construed in accordance with, the laws of the state of New York. [BORROWER] By ______________________________ Title: ADVANCES AND PAYMENTS OF PRINCIPAL ==================================================================================================================== AMOUNT OF UNPAID AMOUNT OF PRINCIPAL PAID PRINCIPAL NOTATION DATE ADVANCE OR PREPAID BALANCE MADE BY ==================================================================================================================== - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- ==================================================================================================================== EXHIBIT A-1(b) FORM OF US REVOLVING CREDIT TRANCHE B NOTE $_______________ Dated: _________ __, ____ FOR VALUE RECEIVED, the undersigned, __________________, a _________ corporation (the "BORROWER"), HEREBY PROMISES TO PAY ________________ (the "LENDER") for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below) the aggregate principal amount of the US Revolving Credit Tranche B Advances (as defined below) owing to the Lender by the Borrower pursuant to the $825,000,000 Credit Agreement dated as of June 19, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"; terms defined therein, unless otherwise defined herein, being used herein as therein defined) among Laidlaw Investments Ltd., an Ontario corporation and predecessor to Laidlaw International, Inc., a Delaware corporation, Laidlaw Transit Ltd., an Ontario corporation, and Greyhound Canada Transportation Corp., an Ontario corporation, as borrowers thereunder, the Lender and certain other lender parties party thereto, Citicorp North America, Inc., as Collateral Agent and as Administrative Agent for the Lender and such other lender parties, on the Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each US Revolving Credit Tranche B Advance from the date of such US Revolving Credit Tranche B Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Citicorp North America, Inc., as Administrative Agent, at _______________, New York, New York __________ in same day funds. Each US Revolving Credit Tranche B Advance owing to the Lender by the Borrower and the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making or purchasing of advances (the "US REVOLVING CREDIT TRANCHE B ADVANCES") by the Lender to or for the benefit of the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such US Revolving Credit Tranche B Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of the Borrower under this Promissory Note and the other Loan Documents, and the 2 obligations of the other Loan Parties under the Loan Documents, are secured by the Collateral as provided in the Loan Documents. This Note shall be governed by, and construed in accordance with, the laws of the state of New York. [BORROWER] By: ______________________________ Title: 3 ADVANCES AND PAYMENTS OF PRINCIPAL ==================================================================================================================== AMOUNT OF UNPAID AMOUNT OF PRINCIPAL PAID PRINCIPAL NOTATION DATE ADVANCE OR PREPAID BALANCE MADE BY ==================================================================================================================== - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- ====================================================================================================================